VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485APOS, 1997-09-29
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As filed with the Securities and Exchange              Registration No. 33-34370
Commission on September 29, 1997                       Registration No. 811-2512
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4
- --------------------------------------------------------------------------------
                       POST-EFFECTIVE AMENDMENT NO. 30 TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                and Amendment to

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

- --------------------------------------------------------------------------------
     Variable Annuity Account B of Aetna Life Insurance and Annuity Company

                    Aetna Life Insurance and Annuity Company

            151 Farmington Avenue, RE4A, Hartford, Connecticut 06156

        Depositor's Telephone Number, including Area Code: (860) 273-4686

                           Julie E. Rockmore, Counsel
                    Aetna Life Insurance and Annuity Company
            151 Farmington Avenue, RE4A, Hartford, Connecticut 06156
                     (Name and Address of Agent for Service)

- --------------------------------------------------------------------------------

It is proposed that this filing will become effective:

    X         60 days after filing pursuant to paragraph (a)(2) of Rule 485
- ----------
              on November 28, 1997 pursuant to paragraph (a)(1) of Rule 485
- ----------

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1996
on February 28, 1997.

*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in a prospectus relating
to the following earlier Registration Statement: 33-87932.


<PAGE>

                           VARIABLE ANNUITY ACCOUNT B
                              CROSS REFERENCE SHEET


<TABLE>
<CAPTION>
FORM N-4
ITEM NO.                PART A (PROSPECTUS)                       LOCATION - PROSPECTUS
<S>      <C>                                                      <C>

    1    Cover Page...........................................    Cover Page

    2    Definitions..........................................    Definitions

    3    Synopsis.............................................    Prospectus Summary; Fee Table

    4    Condensed Financial Information......................    Condensed Financial Information

    5    General Description of Registrant, Depositor,            The Company; Variable Annuity
         and Portfolio Companies..............................    Account B; The Funds

    6    Deductions and Expenses..............................    Charges and Deductions; Distribution

    7    General Description of Variable Annuity
         Contracts...........................................     Purchase; Miscellaneous

    8    Annuity Period.......................................    Annuity Period

    9    Death Benefit........................................    Death Benefit During
                                                                  Accumulation Period; Death
                                                                  Benefit Payable During the
                                                                  Annuity Period

   10    Purchases and Contract Value.........................    Purchase; Contract Valuation

   11    Redemptions..........................................    Right to Cancel; Withdrawals

   12    Taxes................................................    Tax Status

   13    Legal Proceedings....................................    Miscellaneous - Legal Matters
                                                                  and Proceedings

   14    Table of Contents of the Statement of                    Contents of the Statement of
         Additional Information...............................    Additional Information
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
                                                          LOCATION - STATEMENT
                                                              OF ADDITIONAL
                                                           INFORMATION DATED
                                                          MAY 1, 1997, AND AS
                                                              AMENDED BY
FORM N-4              PART B (STATEMENT OF                 SUPPLEMENT DATED
ITEM NO.             ADDITIONAL INFORMATION)              NOVEMBER 28, 1997
<S>       <C>                                             <C>
   15     Cover Page..................................    Cover page

   16     Table of Contents...........................    Table of Contents

   17     General Information and History.............    General Information and
                                                          History

   18     Services....................................    General Information and
                                                          History; Independent Auditors

   19     Purchase of Securities Being Offered........    Offering and Purchase of
                                                          Contracts

   20     Underwriters................................    Offering and Purchase of Contracts

   21     Calculation of Performance Data.............    Performance Data, and as
                                                          amended; Average Annual
                                                          Total Return Quotations

   22     Annuity Payments............................    Annuity Payments

   23     Financial Statements........................    Financial Statements
</TABLE>

                           Part C (Other Information)

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.
<PAGE>

                                  PROSPECTUS
================================================================================

The Contracts offered in connection with this Prospectus are the "Aetna Marathon
Plus" [Growth Plus (New York)] group and individual deferred variable annuity
contracts ("Contracts") issued by Aetna Life Insurance and Annuity Company (the
"Company"). The Contracts are available as (1) nonqualified deferred annuity
contracts, (2) Individual Retirement Annuities ("IRA") under Section 408(b) of
the Internal Revenue Code (may be subject to approval by state regulatory
agencies); or (3) qualified contracts issued in connection with certain employer
sponsored retirement plans (may be subject to approval by the Company and state
regulatory agencies). Currently, the IRA is not available as a "SIMPLE IRA" as
defined in Section 408(p) of the Internal Revenue Code. In most states, group
Contracts are offered, generally to certain broker-dealers or banks which have
agreed to act as Distributors of the Contracts. Individuals who have established
accounts with those broker-dealers or banks are eligible to participate in the
Contract. Individual Contracts are offered only in those states where the group
Contracts are not authorized for sale. (See "Purchase.")

The Contracts provide that Purchase Payments may be allocated to the ALIAC
Guaranteed Account (the "Guaranteed Account"), a credited interest option, or
to one or more of the Subaccounts of Variable Annuity Account B, a separate
account of the Company. The Subaccounts invest directly in shares of the
following Funds:

   
<TABLE>
<CAPTION>
<S>                                                         <C>
[bullet] Aetna Variable Fund                                [bullet] Fidelity VIP II Contrafund Portfolio
[bullet] Aetna Income Shares                                [bullet] Fidelity VIP II Asset Manager Portfolio
[bullet] Aetna Variable Encore Fund                         [bullet] Fidelity VIP II Index 500 Portfolio
[bullet] Aetna Investment Advisers Fund, Inc.               [bullet] Janus Aspen Aggressive Growth Portfolio
[bullet] Aetna Ascent Variable Portfolio                    [bullet] Janus Aspen Balanced Portfolio
[bullet] Aetna Crossroads Variable Portfolio                [bullet] Janus Aspen Flexible Income Portfolio
[bullet] Aetna Legacy Variable Portfolio                    [bullet] Janus Aspen Growth Portfolio
[bullet] Aetna Variable Capital Appreciation Portfolio      [bullet] Janus Aspen Worldwide Growth Portfolio
[bullet] Aetna Variable Growth Portfolio                    [bullet] MFS Total Return Series
[bullet] Aetna Variable Index Plus Portfolio                [bullet] MFS World Governments Series
[bullet] Aetna Variable Small Company Portfolio             [bullet] Oppenheimer Capital Appreciation Fund
[bullet] Calvert Responsibly Invested Balanced Portfolio    [bullet] Oppenheimer Global Securities Fund
[bullet] [Federated American Leaders Fund II]               [bullet] Oppenheimer Growth & Income Fund
[bullet] [Federated Equity Income Fund II]                  [bullet] Oppenheimer Strategic Bond Fund
[bullet] [Federated Fund for U.S. Government Securities II] [bullet] Portfolio Partners MFS Emerging Equities Portfolio
[bullet] [Federated Growth Strategies Fund II]              [bullet] Portfolio Partners MFS Research Growth Portfolio  
[bullet] [Federated High Income Bond Fund II]               [bullet] Portfolio Partners MFS Value Equity Portfolio            
[bullet] [Federated International Equity Fund II]           [bullet] Portfolio Partners Scudder International Growth Portfolio
[bullet] [Federated Prime Money Fund II]                    [bullet] Portfolio Partners T. Rowe Price Growth Equity Portfolio 
[bullet] [Federated Utility Fund II]                        
[bullet] Fidelity VIP Equity-Income Portfolio               
[bullet] Fidelity VIP Growth Portfolio                      
[bullet] Fidelity VIP High Income Portfolio                 
[bullet] Fidelity VIP Overseas Portfolio                    
</TABLE>
    

Except as specifically mentioned, this Prospectus describes only investments
through the Separate Account. The Guaranteed Account is described in the
Appendix to this Prospectus, as well as in the Guaranteed Account's prospectus.
The availability of the Funds and the Guaranteed Account is subject to
applicable regulatory authorization; not all options may be available in all
jurisdictions or under all Contracts. (See "Investment Options.")

This Prospectus provides investors with the information about the Separate
Account that they should know before investing in the Contracts. Additional
information about the Separate Account is contained in a Statement of
Additional Information ("SAI") which is available at no charge. The SAI has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference. The Table of Contents for the SAI is printed on page 25 of
this Prospectus. An SAI for this Prospectus and for any Fund prospectus may be
obtained by indicating the request on your Application or by calling the number
listed under the "Inquiries" section of the Prospectus Summary.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF
THE FUNDS AND THE ALIAC GUARANTEED ACCOUNT. ALL PROSPECTUSES SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.

THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF OR GUARANTEED BY ANY BANK, NOR
ARE THEY INSURED BY THE FDIC; THEY ARE SUBJECT TO INVESTMENT RISKS, INCLUDING
POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

THIS PROSPECTUS, THE STATEMENT OF ADDITIONAL INFORMATION AND OTHER INFORMATION
ABOUT THE SEPARATE ACCOUNT REQUIRED TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION CAN BE FOUND IN THE SEC'S WEB SITE AT http://www.sec.gov.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.








   
     THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED
                               NOVEMBER 28, 1997.
    

<PAGE>

                               TABLE OF CONTENTS
================================================================================
   
<TABLE>
<S>                                                                       <C>
DEFINITIONS   ..............................................  DEFINITIONS -  1
PROSPECTUS SUMMARY  ........................................      SUMMARY -  1
FEE TABLE  .................................................    FEE TABLE -  1
CONDENSED FINANCIAL INFORMATION    .........................  AUV HISTORY -  1
THE COMPANY  ............................................................    1
VARIABLE ANNUITY ACCOUNT B  .............................................    1
INVESTMENT OPTIONS    ...................................................    1
  The Funds  ............................................................    1
  Credited Interest Option  .............................................    5
PURCHASE  ...............................................................    5
  Contract Availability  ................................................    5
  Purchasing Interests in the Contract  .................................    5
  Purchase Payments   ...................................................    5
  Contract Rights  ......................................................    6
  Designations of Beneficiary and Annuitant   ...........................    6
  Right to Cancel  ......................................................    6
CHARGES AND DEDUCTIONS   ................................................    6
  Daily Deductions from the Separate Account  ...........................    6
    Mortality and Expense Risk Charge   .................................    6
    Administrative Charge   .............................................    7
  Maintenance Fee  ......................................................    7
  Reduction or Elimination of Administrative Charge and Maintenance Fee      7
  Deferred Sales Charge  ................................................    7
  Reduction or Elimination of the Deferred Sales Charge   ...............    8
  Fund Expenses    ......................................................    9
  Premium and Other Taxes   .............................................    9
CONTRACT VALUATION    ...................................................    9
  Account Value    ......................................................    9
  Accumulation Units  ...................................................    9
  Net Investment Factor  ................................................    9
TRANSFERS    ............................................................   10
  Dollar Cost Averaging Program   .......................................   10
  Account Rebalancing Program  ..........................................   10
WITHDRAWALS  ............................................................   10
SYSTEMATIC DISTRIBUTION OPTIONS   .......................................   11
DEATH BENEFIT DURING ACCUMULATION PERIOD   ..............................   12
  Death Benefit Amount   ................................................   12
  Death Benefit Payment Options   .......................................   13
    Nonqualified Contracts  .............................................   13
    Qualified Contracts  ................................................   14
</TABLE>
    

<PAGE>


<TABLE>
<S>                                                                        <C>
ANNUITY PERIOD    ........................................................  14
  Annuity Period Elections    ............................................  14
  Partial Annuitization    ...............................................  14
  Annuity Options    .....................................................  15
  Annuity Payments   .....................................................  15
  Charges Deducted During the Annuity Period    ..........................  16
  Death Benefit Payable During the Annuity Period  .......................  16
TAX STATUS  ..............................................................  16
  Introduction    ........................................................  16
  Taxation of the Company  ...............................................  16
  Tax Status of the Contract  ............................................  17
  Taxation of Annuity Contracts  .........................................  18
  Contracts Used with Certain Retirement Plans  ..........................  20
  Qualified Contracts in General    ......................................  20
  Individual Retirement Annuities and Simplified
    Employee Pension Plans    ............................................  22
  Withholding  ...........................................................  22
MISCELLANEOUS  ...........................................................  22
  Distribution    ........................................................  22
  Delay or Suspension of Payments   ......................................  23
  Performance Reporting    ...............................................  23
  Voting Rights   ........................................................  23
  Modification of the Contract   .........................................  23
  Transfers of Ownership; Assignment   ...................................  24
  Involuntary Terminations    ............................................  24
  Legal Matters and Proceedings  .........................................  24
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION     ..................  25
APPENDIX--ALIAC GUARANTEED ACCOUNT  ......................................  26
</TABLE>

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. THE COMPANY DOES NOT AUTHORIZE ANY
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH
THE OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED HEREIN.


<PAGE>

                                  DEFINITIONS
================================================================================

The following terms are defined as they are used in this Prospectus:


Account: A record that identifies contract values accumulated on each
Certificate Holder's behalf during the Accumulation Period.

Account Value: The total dollar value of amounts held in an Account as of each
Valuation Date during the Accumulation Period.

Account Year: A period of twelve months measured from the date on which an
Account is established (the effective date) or from an anniversary of such
effective date.

Accumulation Period: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.

Accumulation Unit: A measure of the value of each Subaccount before annuity
payments begin.

Adjusted Account Value: The Account Value, plus or minus the aggregate market
value adjustment for amounts allocated to the Guaranteed Account.

Annuitant: The person on whose life or life expectancy the annuity payments are
based.

Annuity: A series of payments for life, a definite period or a combination of
the two.

Annuity Date: The date on which annuity payments begin.

Annuity Period: The period during which annuity payments are made.

Annuity Unit: A measure of the value of each Subaccount selected during the
Annuity Period.

Application: The form or collection of information required by the Company to
purchase an interest in a group contract or an individual contract.

Beneficiary(ies): The person or persons who are entitled to receive any death
benefit proceeds. Under Nonqualified Contracts, Individual Retirement
Annuities, and Section 403(b) Contracts, Beneficiary refers to the beneficiary
named under the Contract. Under Qualified Contracts sold in conjunction with
401(a) or 457 Plans, Beneficiary refers to the beneficiary under the plan.

Certificate: The document issued to a Certificate Holder for an Account
established under a group contract.

Certificate Holder (You): A person or entity who purchases an individual
Contract or acquires an interest under a group Contract.

   
Claim Date: The date when proof of death and the Beneficiary's claim are
received in good order at the Company's Home Office.
    

Company (We, Us): Aetna Life Insurance and Annuity Company.

Contract: The group and individual deferred, variable annuity contracts offered
by this Prospectus.

Distributor(s): The registered broker-dealer(s), or banks that may be acting as
broker-dealers without separate registration under the Securities Exchange Act
of 1934, which have entered into selling agreements with the Company to offer
and sell the Contracts. The Company may also serve as a Distributor.

Fund(s): An open-end registered management investment company whose shares are
purchased by the Separate Account to fund the benefits provided by the
Contract.

Group Contract Holder: The entity to which a group Contract is issued.

- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>

Home Office: The Company's principal executive offices located at 151
Farmington Avenue, Hartford, Connecticut 06156.

Individual Contract Holder: A person or entity who has purchased an individual
variable annuity contract (also referred to as a "Certificate Holder").

Individual Retirement Annuity: An individual or group variable deferred annuity
intended to qualify under Code Section 408(b).

Nonqualified Contract: A contract established to supplement an individual's
retirement income, or to provide an alternative investment option under an
Individual Retirement Account qualified under Code Section 408(a).

Purchase Payment(s): The gross payment(s) made to the Company under an Account.


Qualified Contracts: Contracts available for use with plans entitled to special
federal income tax treatment under Code Sections 401(a), 403(b), 408(b) or 457.


Registered Representative: The individual who is registered with a
broker-dealer acting as Distributor to offer and sell securities, or who is an
employee of a bank acting as Distributor that is exempt from broker-dealer
registration under the Securities Exchange Act of 1934. Registered
Representatives must also be licensed as insurance agents to sell variable
annuity contracts.

Separate Account: Variable Annuity Account B, a separate account established
for the purpose of funding variable annuity contracts issued by the Company.

Subaccount(s): The portion of the assets of the Separate Account that is
allocated to a particular Fund. Each Subaccount invests in the shares of only
one corresponding Fund.

Surrender Value: The amount payable upon the withdrawal of all or any portion
of an Account Value.

Valuation Date: The date and time at which the Accumulation Unit Value and
Annuity Unit Value of a Subaccount is calculated. Currently, this calculation
occurs after the close of business of the New York Stock Exchange on any normal
business day, Monday through Friday, that the New York Stock Exchange is open.


- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>

                              PROSPECTUS SUMMARY
================================================================================

CONTRACTS OFFERED

   
     The Contracts offered in connection with this Prospectus are group and
individual deferred variable annuity contracts issued by Aetna Life Insurance
and Annuity Company (the "Company"). The purpose of the Contract is to
accumulate values and to provide benefits upon retirement. The Contracts are
currently available for (1) individual nonqualified purchases (we reserve the
right to limit the ownership of nonqualified contracts to natural persons); (2)
Individual Retirement Annuities ("IRAs"), other than "SIMPLE IRAs" as defined
in Section 408(p) of the Internal Revenue Code (may be subject to approval by
state regulatory agencies); and (3) purchases made in conjunction with employer
sponsored retirement plans under Sections 401(a), 403(b) or 457 of the Code
(may be subject to approval by the Company and by state regulatory agencies).
    

     In most states, group Contracts are offered, generally to certain
broker-dealers or banks which have agreed to act as Distributors of the
Contracts. Individuals who have established accounts with those broker-dealers
or banks are eligible to participate in the Contract. Individual Contracts are
offered in those states where the group Contracts are not authorized for sale.
Joint Certificate Holders are allowed only on Nonqualified Contracts. A joint
Certificate Holder must be the spouse of the other joint Certificate Holder
except in New York and Pennsylvania. References to "Certificate Holders" in
this Prospectus mean both of the Certificate Holders on joint Accounts.

CONTRACT PURCHASE

     You may purchase an interest in the Contract by completing an Application
and submitting it to the Company. Purchase Payments can be applied to the
Contract either through a lump-sum payment or through ongoing contributions.
(See "Purchase.")

FREE LOOK PERIOD

     You may cancel the Contract or Certificate within 10 days after you
receive it (or longer if required by state law) by returning it to the Company
along with a written notice of cancellation. Unless state law requires
otherwise, the amount you will receive upon cancellation will reflect the
investment performance of the Subaccounts into which your Purchase Payments
were deposited. In some cases this may be more or less than the amount of your
Purchase Payments. Under a Contract issued as an Individual Retirement Annuity,
you will receive a refund of your Purchase Payment. (See "Purchase--Right to
Cancel.")

INVESTMENT OPTIONS

     The Company has established Variable Annuity Account B, a registered unit
investment trust, for the purpose of funding the variable portion of the
Contracts. The Separate Account is divided into Subaccounts which invest
directly in shares of the Funds described herein. The Contract allows
investment in the Subaccounts, as well as in the Guaranteed Account described
below subject to the limitations described in "Investment Options," see page 1.
For a complete list of the Funds available under the Contracts, and a
description of the investment objectives of each of the Funds and their
investment advisers, see "Investment Options--The Funds" in this Prospectus, as
well as the prospectuses for each of the Funds.

     The Guaranteed Account is the credited interest option available under the
Contract which allows you to earn a fixed rate of interest, if held for the
guaranteed term. (See the Appendix to this Prospectus and the prospectus for
the Guaranteed Account.)

CHARGES AND DEDUCTIONS

     Certain charges are associated with these Contracts. These charges include
daily deductions from the Separate Account (the mortality and expense risk
charge and an administrative charge), as well as any applicable maintenance
fee, transfer fees and premium and other taxes. The Funds also incur certain
fees and expenses which are deducted directly from the Funds. A deferred sales
charge may apply upon a full or partial withdrawal of the Account Value. (See
the Fee Table and "Charges and Deductions.")


- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>

TRANSFERS

     Prior to the Annuity Date, and subject to certain limitations, you can
transfer Account Values among the Subaccounts and the Guaranteed Account. If
approved by your state, during the Annuity Period, if you have elected variable
payments you can make transfers among the Subaccounts available during the
Annuity Period. Currently, during the Accumulation Period, transfers are
without charge. However, the Company reserves the right to charge up to $10 for
each additional transfer if more than 12 transfers are made in a calendar year.
Transfers can be requested in writing or by telephone in accordance with the
Company's transfer procedures. If approved by your state, during the Annuity
Period, you can currently make up to four transfers each calendar year. There
is no charge for these transfers. (Transfers from the Guaranteed Account may be
restricted and subject to a market value adjustment. See the Appendix.)

     The Company also offers a Dollar Cost Averaging Program and an Account
Rebalancing Program. The Dollar Cost Averaging Program permits the automatic
transfer of amounts from any of the Subaccounts and an available Guaranteed
Account term to any of the other Subaccounts on a monthly or quarterly basis.
The Account Rebalancing Program allows you to request that each year, or at
other more frequent intervals as We allow, We automatically reallocate your
Account Value to specified percentages among the Subaccounts in which you
invest. (See "Transfers.")

WITHDRAWALS

     All or a part of the Account Value may be withdrawn prior to the Annuity
Date by properly completing a disbursement form and sending it to the Company.
Certain charges may be assessed upon withdrawal. Amounts withdrawn from the
Guaranteed Account may be subject to a market value adjustment. (See the
Appendix.) The taxable portion of the withdrawal may also be subject to income
tax and a federal tax penalty. (See "Withdrawals.")

   
     The Contract also offers certain Systematic Distribution Options during
the Accumulation Period subject to certain criteria. Some Systematic
Distribution Options are not available in all states and may not be suitable in
every situation. (See "Systematic Distribution Options.")
    

GUARANTEED DEATH BENEFIT

     These Contracts contain a guaranteed death benefit feature. Upon the death
of the Annuitant, the Account Value may be increased under certain
circumstances. (See "Death Benefit During Accumulation Period.")

     After Annuity Payments have commenced, a death benefit may be payable to
the Beneficiary depending upon the terms of the Contract and the Annuity Option
selected. (See "Death Benefit Payable During the Annuity Period.")

THE ANNUITY PERIOD

     On the Annuity Date, you may elect to begin receiving Annuity Payments.
Annuity Payments can be made on either a fixed, variable or combination fixed
and variable basis. If a variable payout is selected, the payments will
continue to vary with the investment performance of the Subaccount(s) selected.
The Company reserves the right to limit the number of Subaccounts that may be
available during the Annuity Period. (See "Annuity Period.")

TAXES

     Earnings are not generally taxed until you or your Beneficiary(ies)
actually receive a distribution from the Contract. A 10% federal tax penalty
may be imposed on certain withdrawals. (See "Tax Status.")

INQUIRIES

     Questions, inquiries or requests for additional information can be
directed to your agent or local representative, or you may contact the Company
as follows:

   [bullet] Write to:                 Aetna Life Insurance and Annuity Company
                                      151 Farmington Avenue
                                      Hartford, Connecticut 06156-5996
                                      Attention: Customer Service

   [bullet] Call Customer Service:    1-800-531-4547 (for automated transfers
                                      or changes in the allocation of Account
                                      Values, call: 1-800-262-3862)


- --------------------------------------------------------------------------------
                                  SUMMARY - 2
<PAGE>

                                   FEE TABLE
================================================================================

This Fee Table describes the various charges and expenses associated with the
Contract. No sales charge is paid upon purchase of the Contract. All costs that
are borne directly or indirectly under the Subaccounts and Funds are shown
below. Some expenses may vary as explained under "Charges and Deductions." The
charges and expenses shown below do not include premium taxes that may be
applicable. For more information regarding expenses paid out of assets of a
particular Fund, see the Fund's prospectus.

CONTRACT HOLDER TRANSACTION EXPENSES

     Deferred Sales Charge for withdrawals under each Contract (as a percentage
of each Purchase Payment withdrawn).

- --------------------------------------------------------------------------------
           Years from Receipt                        Deferred Sales
          of Purchase Payment                       Charge Deduction
          ---------------------------------------- ------------------
          Less than 2                                       7%
          2 or more but less than 4                         6%
          4 or more but less than 5                         5%
          5 or more but less than 6                         4%
          6 or more but less than 7                         3%
          7 or more                                         0%
- --------------------------------------------------------------------------------
          CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK:
- --------------------------------------------------------------------------------

           Years from Receipt                        Deferred Sales
          of Purchase Payment                       Charge Deduction
          ---------------------------------------- ------------------
          Less than 1                                       7%
          1 or more but less than 2                         6%
          2 or more but less than 3                         5%
          3 or more but less than 4                         4%
          4 or more but less than 5                         3%
          5 or more but less than 6                         2%
          6 or more but less than 7                         1%
          7 or more                                         0%
- --------------------------------------------------------------------------------
    Annual Maintenance Fee (1)  ......   $30.00
    Transfer Charge (2)   ............   $ 0.00

SEPARATE ACCOUNT ANNUAL EXPENSES

(Daily deductions, equal to the percentage shown on an annual basis, made from
amounts allocated to the variable options under each Contract).

During the Accumulation Period:

   
   Mortality and Expense Risk Charge   ......         1.25%(3)
    Administrative Charge.  ..................        0.15%
                                                  --------
    Total Subaccount Annual Expenses    ......        1.40%
    

During the Annuity Period:

   
    Mortality and Expense Risk Charge   ......        1.25%
    Administrative Charge   ..................        0.00%(4)
                                                  --------
    Total Subaccount Annual Expenses    ......        1.25%
    

- ------------------
(1) The maintenance fee, if applicable, will generally be deducted from each
    Account annually and if the full Account Value is withdrawn. The
    maintenance fee is waived when the Account Value is $50,000 or more on the
    date the maintenance fee is due. The amount shown is the maximum
    maintenance fee that can be deducted under the Contract.

   
(2) During the Accumulation Period we currently allow an unlimited number of
    transfers without charge. However, we reserve the right to impose a fee of
    $10 for each transfer in excess of 12 per year.

(3) Under certain Contracts the mortality and expense risk charge during the
    Accumulation Period may be reduced. See "Charges and Deductions."

(4) We currently do not impose an Administrative Charge during the Annuity
    Period. However, we reserve the right to deduct a daily charge of not more
    than 0.25% per year from the Subaccounts.
    


- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>

ANNUAL EXPENSES OF THE FUNDS
The following table illustrates the advisory fees and other expenses applicable
to the Funds. Except as noted, the following figures are a percentage of
average net assets and, except where otherwise indicated, are based on figures
for the year ended December 31, 1996. A Fund's "Other Expenses" include
operating costs of the Fund. These expenses are reflected in the Fund's net
asset value and are not deducted from the Account Value.

   
<TABLE>
<CAPTION>
                                                                  Investment            Other            Total
                                                               Advisory Fees(1)        Expenses        Mutual Fund
                                                                (after expense      (after expense       Annual
                                                                reimbursement)      reimbursement)      Expenses
                                                              ------------------   ----------------   ------------
<S>                                                                 <C>                 <C>              <C>
Aetna Variable Fund(2)                                              0.50%               0.06%            0.56%
Aetna Income Shares(2)                                              0.40%               0.08%            0.48%
Aetna Variable Encore Fund(2)                                       0.25%               0.10%            0.35%
Aetna Investment Advisers Fund, Inc.(2)                             0.50%               0.08%            0.58%
Aetna Ascent Variable Portfolio(2)                                  0.60%               0.15%            0.75%
Aetna Crossroads Variable Portfolio(2)                              0.60%               0.15%            0.75%
Aetna Legacy Variable Portfolio(2)                                  0.60%               0.15%            0.75%
Aetna Variable Capital Appreciation Portfolio(2)                    0.60%               0.15%            0.75%
Aetna Variable Growth Portfolio(2)                                  0.60%               0.15%            0.75%
Aetna Variable Index Plus Portfolio(2)                              0.35%               0.15%            0.50%
Aetna Variable Small Company Portfolio(2)                           0.75%               0.15%            0.90%
Calvert Responsibly Invested Balanced Portfolio(3)                  0.71%               0.13%            0.84%
[Federated American Leaders Fund II (3b)                            0.00%               0.85%            0.85%]
[Federated Equity Income Fund II (3a)                               0.00%               0.85%            0.85%]
[Federated Fund for U.S. Government Securities II (3b)              0.00%               0.80%            0.80%]
[Federated Growth Strategies Fund II (3b)                           0.00%               0.85%            0.85%]
[Federated High Income Bond Fund II (3b)                            0.00%               0.80%            0.80%]
[Federated International Equity Fund (3b)                           0.00%               1.25%            1.25%]
[Federated Prime Money Fund (3b)                                    0.00%               0.80%            0.80%]
[Federated Utility Fund II (3b)                                     0.24%               0.61%            0.85%]
Fidelity VIP Equity-Income Portfolio(4)                             0.51%               0.07%            0.58%
Fidelity VIP Growth Portfolio(4)                                    0.61%               0.08%            0.69%
Fidelity VIP High Income Portfolio                                  0.59%               0.12%            0.71%
Fidelity VIP Overseas Portfolio(4)                                  0.76%               0.17%            0.93%
Fidelity VIP II Asset Manager Portfolio(4)                          0.64%               0.10%            0.74%
Fidelity VIP II Contrafund Portfolio(4)                             0.61%               0.13%            0.74%
Fidelity VIP II Index 500 Portfolio(5)                              0.13%               0.15%            0.28%
Janus Aspen Aggressive Growth Portfolio(6)                          0.72%               0.04%            0.76%
Janus Aspen Balanced Portfolio(6)                                   0.79%               0.15%            0.94%
Janus Aspen Flexible Income Portfolio(6)                            0.65%               0.19%            0.84%
Janus Aspen Growth Portfolio(6)                                     0.65%               0.04%            0.69%
Janus Aspen Worldwide Growth Portfolio(6)                           0.66%               0.14%            0.80%
MFS Total Return Series(7)                                          0.75%               0.25%            1.00%
MFS World Governments Series(7)                                     0.75%               0.25%            1.00%
Oppenheimer Capital Appreciation Fund                               0.72%               0.03%            0.75%
Oppenheimer Global Securities Fund                                  0.73%               0.08%            0.81%
Oppenheimer Growth & Income Fund                                    0.75%               0.25%            1.00%
Oppenheimer Strategic Bond Fund                                     0.75%               0.10%            0.85%
Portfolio Partners MFS Emerging Equities Portfolio                  0.70%(8)            0.13%           0.83%(9)
Portfolio Partners MFS Research Growth Portfolio                    0.70%(8)            0.15%           0.85%(9)
Portfolio Partners MFS Value Equity Portfolio                       0.65%               0.25%           0.90%(9)
Portfolio Partners Scudder International Growth Portfolio           0.80%               0.20%           1.00%(9)
Portfolio Partners T. Rowe Price Growth Equity Portfolio            0.60%               0.15%           0.75%(9)
</TABLE>
    

- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>

 (1)  Certain of the unaffiliated Fund advisers reimburse the Company for
      administrative costs incurred in connection with administering the Funds
      as variable funding options under the Contract. These reimbursements are
      paid out of the investment advisory fees and are not charged to investors.
      
(2)   The Company provides administrative services to the Fund and assumes the
      Fund's ordinary recurring direct costs under an Administrative Services
      Agreement. The new Administrative Services Agreement became effective on
      May 1, 1996 for Aetna Variable Fund, Aetna Income Shares, Aetna Variable
      Encore Fund, Aetna Investment Advisers Fund, Inc., Aetna Ascent Variable
      Portfolio, Aetna Crossroads Variable Portfolio, and Aetna Legacy Variable
      Portfolio. Therefore, for these Funds the "Other Expenses" shown are not
      based on actual figures for the year ended December 31, 1996, but reflect
      the fee payable under that Agreement. The Administrative Services
      Agreement was in effect for Aetna Variable Capital Appreciation Portfolio,
      Aetna Variable Growth Portfolio, Aetna Variable Index Plus Portfolio and
      Aetna Variable Small Company Portfolio since their inception. Effective
      August 1, 1996, Investment Advisory Fees were increased for Aetna Variable
      Fund, Aetna Income Shares, Aetna Investment Advisers Fund, Inc., Aetna
      Ascent Variable Portfolio, Aetna Crossroads Variable Portfolio, and Aetna
      Legacy Variable Portfolio. The Advisory Fees shown above are not based on
      actual figures for the year ended December 31, 1996, but reflect the
      increased Investment Advisory Fees.
     
 (3)  The figures above are based on expenses for fiscal year 1996, and have
      been restated to reflect an increase in transfer agency expenses of 0.03%
      expected to be incurred in 1997. "Investment Advisory Fees" include a
      performance adjustment, which could cause the fee to be as high as 0.85%
      or as low as 0.55%, depending on performance. "Other Expenses" reflect an
      indirect fee of 0.03% (relating to an expense offset arrangement with the
      Portfolio's custodian). Net fund operating expenses after reductions for
      fees paid indirectly (again, restated) would be 0.81%.
      
[(3a) The estimated investment advisory fee has been reduced to reflect the 
      anticipated voluntary waiver of the investment advisory fee. The Fund's 
      adviser can terminate this voluntary waiver at any time at its sole 
      discretion. The maximum investment advisory fee is 0.75%. The Fund has no 
      present intention of paying or accruing a 12b-1 fee during the fiscal year
      ending December 31, 1997. If the Fund were paying or accruing the 12b-1
      fee, Institutional Shares would be able to pay up to 0.25% of its average
      daily net assets for the 12b-1 fee. See "Fund Information" in the Fund
      prospectus.
      
      The total operating expenses are estimated to be 1.82% respectively absent
      the anticipated voluntary waiver of management fee and the anticipated
      voluntary reimbursement of certain other operating expenses. Total Fund
      operating expenses are estimated based on average expenses expected to be
      incurred during the period ending December 31, 1997. During the course of
      this period, expenses may be more or less than the average shown.]

[(3b) The management fee for each of the Funds has been reduced to reflect a
      voluntary waiver of the management fee. The adviser can terminate this
      voluntary waiver at any time in its sole discretion. The maximum
      management fee for each of the Funds is as follows: 0.50%--Prime Money
      Fund II; 0.60%--High Income Bond Fund II and the Fund for U.S. Government
      Securities II; 0.75%--American Leaders Fund II, Growth Strategies Fund II
      and Utility Fund II; and 1.00%--International Equity Fund II.
      
      The total operating expenses of each of the Funds, absent the voluntary
      waiver of the management fee and the voluntary reimbursement of certain
      other operating expenses, would have been: 1.07% for the American Leaders
      Fund II; 1.81% for the Fund for U.S. Government Securities II; 4.72% for
      the Growth Strategies Fund II; 1.39% for the High Income Bond Fund II;
      4.30% for the International Equity Fund II; 1.37% for the Prime Money Fund
      II; and 1.36% for the Utility Fund II.]
      
 (4)  A portion of the brokerage commissions that certain funds pay was used to
      reduce expenses. In addition, certain funds have entered into arrangements
      with their custodian and transfer agent whereby interest earned on
      uninvested cash balances was used to reduce custodian and transfer agent
      expenses. Including these reductions, the total operating expenses would
      have been 0.56% for Equity-Income Portfolio, 0.67% for Growth Portfolio,
      0.92% for Overseas Portfolio, 0.73% for Asset Manager Portfolio; and 0.71%
      for Contrafund Portfolio.
      
 (5)  The Fund's investment adviser agreed to reimburse a portion of Index 500
      Portfolio's expenses during the period. Without this reimbursement, the
      fund's management fee, other expenses and total expenses would have been
      0.28%, 0.15% and 0.43%, respectively, for Index 500 Portfolio.

 (6)  The fees and expenses shown above are based on gross expenses of the
      Shares before expense offset arrangements for the fiscal year ended
      December 31, 1996. The information for each Portfolio other than the
      Flexible Income Portfolio is net of fee waivers or reductions from Janus
      Capital. Fee reductions for the Aggressive Growth, Balanced, Growth, and
      Worldwide Growth Portfolios reduce the management fee to the level of the
      corresponding Janus retail fund. Other waivers, if applicable, are first
      applied against the management fee and then against other expenses.
      Without such waivers or reductions, the Management Fee, Other Expenses and
      Total Fund Annual Expenses would have been 0.79%, 0.04% and 0.83% for
      Aggressive Growth Portfolio; 0.92%, 0.15% and 1.07% for Balanced
      Portfolio; 0.79%, 0.04% and 0.83% for Growth Portfolio; and 0.77%, 0.14%
      and 0.91% for Worldwide Growth Portfolio, respectively. Janus Capital may
      modify or terminate the waivers or reductions at any time upon at least 90
      days' notice to the Portfolio's Board of Trustees.
      
(7)   The adviser has agreed to bear expenses for each Series, subject to
      reimbursement by each Series, such that each Series' "Other Expenses"
      shall not exceed 0.25% of the average daily net assets of the Series
      during the current fiscal year. Otherwise, "Other Expenses" for the MFS
      Total Return Series and MFS World Governments Series would be 1.35% and
      1.28%, respectively, and "Total Fund Annual Expenses" would be 2.10% and
      2.03%, respectively, for these Series. Each Series has an expense offset
      arrangement which reduces the Series' custodian fee based upon the amount
      of cash maintained by the Series with its custodian and dividend
      disbursing agent, and may enter into other such arrangements and directed
      brokerage arrangements (which would also have the effect of reducing the
      Series' expenses). Any such fee reductions are not reflected under "Other
      Expenses."
      
(8)   The advisory fee is .70% of the first $500 million in assets and .65% on
      the excess.
      
(9)   The Company has agreed to reimburse the Fund for expenses and/or waive its
      fees that the aggregate expenses will not exceed this amount through April
      30, 1999. Without such reimbursements or waivers, Total Annual Fund
      Expenses are estimated to be as follows: .87% for the MFS Emerging
      Equities Portfolio; .92% for the MFS Research Growth Portfolio; .90% for
      the MFS Value Equity Portfolio; 1.00% for the Scudder International Growth
      Portfolio; and .79% for the T. Rowe Price Growth Equity Portfolio.
    


- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>

HYPOTHETICAL ILLUSTRATION (EXAMPLE)

THIS EXAMPLE IS PURELY HYPOTHETICAL. IT SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES OR EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.

The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples, the maximum maintenance fee of $30.00 that can be
deducted under the Contract has been converted to a percentage of assets equal
to 0.005%.


   
<TABLE>
<CAPTION>
                                                                    EXAMPLE A
                                                     ---------------------------------------
                                                       If you withdraw the entire Account
                                                     Value at the end of the periods shown,
                                                      you would pay the following expenses,
                                                        including any applicable deferred
                                                                  sales charge:
                                                     1 year   3 years   5 years   10 years
                                                     -------- --------- --------- ----------
<S>                                                    <C>      <C>       <C>        <C>
Aetna Variable Fund                                    $92      $115      $141       $229
Aetna Income Shares                                    $91      $113      $137       $221
Aetna Variable Encore Fund                             $90      $109      $130       $207
Aetna Investment Advisers Fund, Inc                    $92      $116      $142       $231
Aetna Ascent Variable Portfolio                        $94      $121      $151       $249
Aetna Crossroads Variable Portfolio                    $94      $121      $151       $249
Aetna Legacy Variable Portfolio                        $94      $121      $151       $249
Aetna Variable Capital Appreciation Portfolio          $94      $121      $151       $249
Aetna Variable Growth Portfolio                        $94      $121      $151       $249
Aetna Variable Index Plus Portfolio                    $92      $113      $138       $223
Aetna Variable Small Company Portfolio                 $95      $125      $159       $264
Calvert Responsibly Invested Balanced Portfolio        $95      $124      $156       $258
Fidelity VIP Equity-Income Portfolio                   $92      $116      $142       $231
Fidelity VIP Growth Portfolio                          $93      $119      $148       $243
Fidelity VIP High Income Portfolio                     $93      $120      $149       $245
Fidelity VIP Overseas Portfolio                        $96      $126      $160       $267
Fidelity VIP II Asset Manager Portfolio                $94      $121      $151       $248
Fidelity VIP II Contrafund Portfolio                   $94      $121      $151       $248
Fidelity VIP II Index 500 Portfolio                    $89      $106      $127       $199
Janus Aspen Aggressive Growth Portfolio                $94      $121      $152       $250
Janus Aspen Balanced Portfolio                         $96      $127      $161       $268
Janus Aspen Flexible Income Portfolio                  $95      $124      $156       $258
Janus Aspen Growth Portfolio                           $93      $119      $148       $243
Janus Aspen Worldwide Growth Portfolio                 $94      $122      $154       $254
MFS Total Return Series                                $96      $129      $164       $274
MFS World Governments Series                           $96      $129      $164       $274
Oppenheimer Capital Appreciation Fund                  $94      $121      $151       $249
Oppenheimer Global Securities Fund                     $94      $123      $154       $255
Oppenheimer Growth & Income Fund                       $96      $129      $164       $274
Oppenheimer Strategic Bond Fund                        $95      $124      $156       $259
Portfolio Partners MFS Emerging Equities Portfolio     $95      $123      $155       $257
Portfolio Partners MFS Research Growth Portfolio       $95      $124      $156       $259
Portfolio Partners MFS Value Equity Portfolio          $95      $125      $159       $264
Portfolio Partners Scudder International
 Growth Portfolio                                      $96      $129      $164       $274
Portfolio Partners T. Rowe Price Growth Equity
 Portfolio                                             $94      $121      $151       $249



<CAPTION>
                                                                   EXAMPLE B
                                                     --------------------------------------
                                                       If you do not withdraw the Account
                                                    Value, or if you annuitize at the end of
                                                      the periods shown, you would pay the
                                                     following expenses (no deferred sales
                                                             charge is reflected):*
                                                     1 year   3 years   5 years   10 years
                                                     -------- --------- --------- ---------
<S>                                                    <C>       <C>      <C>       <C>
Aetna Variable Fund                                    $20       $62      $106      $229
Aetna Income Shares                                    $19       $59      $102      $221
Aetna Variable Encore Fund                             $18       $55      $ 95      $207
Aetna Investment Advisers Fund, Inc                    $20       $62      $107      $231
Aetna Ascent Variable Portfolio                        $22       $67      $116      $249
Aetna Crossroads Variable Portfolio                    $22       $67      $116      $249
Aetna Legacy Variable Portfolio                        $22       $67      $116      $249
Aetna Variable Capital Appreciation Portfolio          $22       $67      $116      $249
Aetna Variable Growth Portfolio                        $22       $67      $116      $249
Aetna Variable Index Plus Portfolio                    $19       $60      $103      $223
Aetna Variable Small Company Portfolio                 $23       $72      $123      $264
Calvert Responsibly Invested Balanced Portfolio        $23       $70      $120      $258
Fidelity VIP Equity-Income Portfolio                   $20       $62      $107      $231
Fidelity VIP Growth Portfolio                          $21       $66      $113      $243
Fidelity VIP High Income Portfolio                     $21       $66      $114      $245
Fidelity VIP Overseas Portfolio                        $24       $73      $125      $267
Fidelity VIP II Asset Manager Portfolio                $22       $67      $115      $248
Fidelity VIP II Contrafund Portfolio                   $22       $67      $115      $248
Fidelity VIP II Index 500 Portfolio                    $17       $53      $ 92      $199
Janus Aspen Aggressive Growth Portfolio                $22       $68      $116      $250
Janus Aspen Balanced Portfolio                         $24       $73      $125      $268
Janus Aspen Flexible Income Portfolio                  $23       $70      $120      $258
Janus Aspen Growth Portfolio                           $21       $66      $113      $243
Janus Aspen Worldwide Growth Portfolio                 $22       $69      $118      $254
MFS Total Return Series                                $24       $75      $128      $274
MFS World Governments Series                           $24       $75      $128      $274
Oppenheimer Capital Appreciation Fund                  $22       $67      $116      $249
Oppenheimer Global Securities Fund                     $22       $69      $119      $255
Oppenheimer Growth & Income Fund                       $24       $75      $128      $274
Oppenheimer Strategic Bond Fund                        $23       $70      $121      $259
Portfolio Partners MFS Emerging Equities Portfolio     $23       $70      $120      $257
Portfolio Partners MFS Research Growth Portfolio       $23       $70      $121      $259
Portfolio Partners MFS Value Equity Portfolio          $23       $72      $123      $264
Portfolio Partners Scudder International
 Growth Portfolio                                      $24       $75      $128      $274
Portfolio Partners T. Rowe Price Growth Equity
 Portfolio                                             $22       $67      $116      $249
</TABLE>
    

- ------------------
* This Example would not apply if a nonlifetime variable annuity option is
selected, and a lump sum settlement is requested within three years after
annuity payments start, since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example A.)


- --------------------------------------------------------------------------------
                                 FEE TABLE - 4
<PAGE>

HYPOTHETICAL ILLUSTRATION (EXAMPLE)

The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples, the maximum maintenance fee of $30.00 that can be
deducted under the Contract has been converted to a percentage of assets equal
to 0.005%.

   
<TABLE>
<CAPTION>
                                                      Contracts or Certificates Issued in
                                                                     New York
                                                                    EXAMPLE C
                                                     ---------------------------------------
                                                       If you withdraw the entire Account
                                                     Value at the end of the periods shown,
                                                      you would pay the following expenses,
                                                        including any applicable deferred
                                                                  sales charge:
                                                     1 year   3 years   5 years   10 years
                                                     -------- --------- --------- ----------
<S>                                                    <C>      <C>       <C>        <C>
Aetna Variable Fund                                    $82      $ 95      $122       $229
Aetna Income Shares                                    $81      $ 93      $118       $221
Aetna Variable Encore Fund                             $80      $ 89      $112       $207
Aetna Investment Advisers Fund, Inc.                   $82      $ 96      $124       $231
Aetna Ascent Variable Portfolio                        $84      $101      $132       $249
Aetna Crossroads Variable Portfolio                    $84      $101      $132       $249
Aetna Legacy Variable Portfolio                        $84      $101      $132       $249
Aetna Variable Capital Appreciation Portfolio          $84      $101      $132       $249
Aetna Variable Growth Portfolio                        $84      $101      $132       $249
Aetna Variable Index Plus Portfolio                    $81      $ 93      $119       $223
Aetna Variable Small Company Portfolio                 $85      $105      $140       $264
Calvert Responsibly Invested Balanced Portfolio        $84      $104      $137       $258
[Federated American Leaders Fund II                    $85      $104      $137       $259]
[Federated Equity Income Fund II                       $85      $104      $137       $259]
[Federated Fund for U.S. Government Securities II      $84      $102      $135       $254]
[Federated Growth Strategies Fund II                   $85      $104      $137       $259]
[Federated High Income Bond Fund II                    $84      $102      $135       $254]
[Federated International Equity Fund II                $88      $116      $157       $299]
[Federated Prime Money Fund II                         $84      $102      $135       $254]
[Federated Utility Fund II                             $85      $104      $137       $259]
Fidelity VIP Equity-Income Portfolio                   $82      $ 96      $124       $231
Fidelity VIP Growth Portfolio                          $83      $ 99      $129       $243
Fidelity VIP High Income Portfolio                     $83      $100      $130       $245
Fidelity VIP Overseas Portfolio                        $85      $106      $141       $267
Fidelity VIP II Asset Manager Portfolio                $83      $101      $132       $248
Fidelity VIP II Contrafund Portfolio                   $83      $101      $132       $248
Fidelity VIP II Index 500 Portfolio                    $79      $ 86      $108       $199
Janus Aspen Aggressive Growth Portfolio                $84      $101      $133       $250
Janus Aspen Balanced Portfolio                         $85      $107      $142       $268
Janus Aspen Flexible Income Portfolio                  $84      $104      $137       $258
Janus Aspen Growth Portfolio                           $83      $ 99      $129       $243
Janus Aspen Worldwide Growth Portfolio                 $84      $102      $135       $254
MFS Total Return Series                                $86      $109      $145       $274
MFS World Governments Series                           $86      $109      $145       $274
Oppenheimer Capital Appreciation Fund                  $84      $101      $132       $249
Oppenheimer Global Securities Fund                     $84      $103      $135       $255
Oppenheimer Growth & Income Fund                       $86      $109      $145       $274
Oppenheimer Strategic Bond Fund                        $85      $104      $137       $259
Portfolio Partners MFS Emerging Equities Portfolio     $84      $103      $136       $257
Portfolio Partners MFS Research Growth Portfolio       $85      $104      $137       $259
Portfolio Partners MFS Value Equity Portfolio          $85      $105      $140       $264
Portfolio Partners Scudder International
 Growth Portfolio                                      $86      $109      $145       $274
Portfolio Partners T. Rowe Price Growth Equity
 Portfolio                                             $84      $101      $132       $249



<CAPTION>
                                                      Contracts or Certificates Issued in
                                                                    New York
                                                                   EXAMPLE D
                                                     --------------------------------------
                                                       If you do not withdraw the Account
                                                    Value, or if you annuitize at the end of
                                                      the periods shown, you would pay the
                                                     following expenses (no deferred sales
                                                             charge is reflected):*
                                                     1 year   3 years   5 years   10 years
                                                     -------- --------- --------- ---------
<S>                                                    <C>       <C>      <C>       <C>
Aetna Variable Fund                                    $20       $62      $106      $229
Aetna Income Shares                                    $19       $59      $102      $221
Aetna Variable Encore Fund                             $18       $55      $ 95      $207
Aetna Investment Advisers Fund, Inc.                   $20       $62      $107      $231
Aetna Ascent Variable Portfolio                        $22       $67      $116      $249
Aetna Crossroads Variable Portfolio                    $22       $67      $116      $249
Aetna Legacy Variable Portfolio                        $22       $67      $116      $249
Aetna Variable Capital Appreciation Portfolio          $22       $67      $116      $249
Aetna Variable Growth Portfolio                        $22       $67      $116      $249
Aetna Variable Index Plus Portfolio                    $19       $60      $103      $223
Aetna Variable Small Company Portfolio                 $23       $72      $123      $264
Calvert Responsibly Invested Balanced Portfolio        $23       $70      $120      $258
[Federated American Leaders Fund II                    $23       $70      $121      $259]
[Federated Equity Income Fund II                       $23       $70      $121      $259]
[Federated Fund for U.S. Government Securities II      $22       $69      $118      $254]
[Federated Growth Strategies Fund II                   $23       $70      $121      $259]
[Federated High Income Bond Fund II                    $22       $69      $118      $254]
[Federated International Equity Fund II                $27       $82      $141      $299]
[Federated Prime Money Fund II                         $22       $69      $118      $254]
[Federated Utility Fund II                             $23       $70      $121      $259]
Fidelity VIP Equity-Income Portfolio                   $20       $62      $107      $231
Fidelity VIP Growth Portfolio                          $21       $66      $113      $243
Fidelity VIP High Income Portfolio                     $21       $66      $114      $245
Fidelity VIP Overseas Portfolio                        $24       $73      $125      $267
Fidelity VIP II Asset Manager Portfolio                $22       $67      $115      $248
Fidelity VIP II Contrafund Portfolio                   $22       $67      $115      $248
Fidelity VIP II Index 500 Portfolio                    $17       $53      $ 92      $199
Janus Aspen Aggressive Growth Portfolio                $22       $68      $116      $250
Janus Aspen Balanced Portfolio                         $24       $73      $125      $268
Janus Aspen Flexible Income Portfolio                  $23       $70      $120      $258
Janus Aspen Growth Portfolio                           $21       $66      $113      $243
Janus Aspen Worldwide Growth Portfolio                 $22       $69      $118      $254
MFS Total Return Series                                $24       $75      $128      $274
MFS World Governments Series                           $24       $75      $128      $274
Oppenheimer Capital Appreciation Fund                  $22       $67      $116      $249
Oppenheimer Global Securities Fund                     $22       $69      $119      $255
Oppenheimer Growth & Income Fund                       $24       $75      $128      $274
Oppenheimer Strategic Bond Fund                        $23       $70      $121      $259
Portfolio Partners MFS Emerging Equities Portfolio     $23       $70      $120      $257
Portfolio Partners MFS Research Growth Portfolio       $23       $70      $121      $259
Portfolio Partners MFS Value Equity Portfolio          $23       $72      $123      $264
Portfolio Partners Scudder International
 Growth Portfolio                                      $24       $75      $128      $274
Portfolio Partners T. Rowe Price Growth Equity
 Portfolio                                             $22       $67      $116      $249
</TABLE>
    

- ------------------
* This Example would not apply if a nonlifetime variable annuity option is
selected, and a lump sum settlement is requested within three years after
annuity payments start, since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example C.)


- --------------------------------------------------------------------------------
                                 FEE TABLE - 5
<PAGE>

                        CONDENSED FINANCIAL INFORMATION
    (Selected data for accumulation units outstanding throughout each period)
================================================================================
   
The condensed financial information presented below for the three years ended
December 31, 1996 is derived from the financial statements of the Separate
Account, which financial statements have been audited by KPMG Peat Marwick LLP,
independent auditors. It reflects investment options available under the
Contracts as of December 31, 1996; not all investment options shown here are
currently available. The financial statements and the independent auditors'
report thereon, are included in the Statement of Additional Information.
    

<TABLE>
<CAPTION>

                                                               1996               1995               1994
                                                            --------------   -------------       ------------
<S>                                                            <C>              <C>                 <C>
AETNA VARIABLE FUND
Value at beginning of period                                   $   14.001       $   10.737          $   10.000
Value at end of period                                         $   17.181       $   14.001          $   10.737
Increase (decrease) in value of accumulation units(1)               22.71%           30.40%               7.37%(2)
Number of accumulation units outstanding at end of period       4,919,945        3,068,782           3,178,712
AETNA INCOME SHARES
Value at beginning of period                                   $   12.037       $   10.324          $   10.000
Value at end of period                                         $   12.294       $   12.037          $   10.324
Increase (decrease) in value of accumulation units(1)                2.14%           16.59%               3.24%(3)
Number of accumulation units outstanding at end of period       1,129,814          988,199             983,357
AETNA VARIABLE ENCORE FUND
Value at beginning of period                                   $   10.968       $   10.489          $   10.000
Value at end of period                                         $   11.394       $   10.968          $   10.489
Increase (decrease) in value of accumulation units(1)                3.89%            4.57%               4.89%(2)
Number of accumulation units outstanding at end of period       4,871,015        2,694,034           3,407,448
AETNA INVESTMENT ADVISERS FUND, INC.
Value at beginning of period                                   $   13.602       $   10.828          $   10.000
Value at end of period                                         $   15.445       $   13.602          $   10.828
Increase (decrease) in value of accumulation units(1)               13.55%           25.62%               8.42%(4)
Number of accumulation units outstanding at end of period       1,544,723          919,744             911,281
AETNA ASCENT VARIABLE PORTFOLIO
Value at beginning of period                                   $   10.645       $   10.000
Value at end of period                                         $   12.970       $   10.645
Increase (decrease) in value of accumulation units(1)               21.84%            6.45%(5)
Number of accumulation units outstanding at end of period         298,740           15,832
AETNA CROSSROADS VARIABLE PORTFOLIO
Value at beginning of period                                   $   10.587       $   10.000
Value at end of period                                         $   12.402       $   10.587
Increase (decrease) in value of accumulation units(1)               17.14%            5.87%(5)
Number of accumulation units outstanding at end of period         326,292           27,089
AETNA LEGACY VARIABLE PORTFOLIO
Value at beginning of period                                   $   10.438       $   10.000
Value at end of period                                         $   11.751       $   10.438
Increase (decrease) in value of accumulation units(1)               12.58%            4.38%(6)
Number of accumulation units outstanding at end of period         492,915           28,778
AETNA VARIABLE INDEX PLUS PORTFOLIO
Value at beginning of period                                   $   10.000
Value at end of period                                         $   10.919
Increase (decrease) in value of accumulation units(1)                9.19%(7)
Number of accumulation units outstanding at end of period          19,177
ALGER AMERICAN BALANCED PORTFOLIO
Value at beginning of period                                   $   12.588       $   10.000
Value at end of period                                         $   13.673       $   12.588
Increase (decrease) in value of accumulation units(1)                8.62%           25.88%(8)
Number of accumulation units outstanding at end of period         276,259           54,737
ALGER AMERICAN GROWTH PORTFOLIO
Value at beginning of period                                   $   12.980       $   10.000
Value at end of period                                         $   14.506       $   12.980
Increase (decrease) in value of accumulation units(1)               11.75%           29.80%(9)
Number of accumulation units outstanding at end of period       2,592,294          615,697
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO
Value at beginning of period                                   $   10.660       $   10.000
Value at end of period                                         $   12.578       $   10.660
Increase (decrease) in value of accumulation units(1)               18.00%            6.60%(10)
Number of accumulation units outstanding at end of period         514,513           95,829
</TABLE>

- --------------------------------------------------------------------------------

                                AUV HISTORY - 1
<PAGE>

                  CONDENSED FINANCIAL INFORMATION (continued)
================================================================================
<TABLE>
<CAPTION>
                                                               1996                    1995            1994
                                                            --------------        -------------     ------------
<S>                                                               <C>               <C>               <C>
ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO
Value at beginning of period                                      $   12.265        $   10.000
Value at end of period                                            $   13.548        $   12.265
Increase (decrease) in value of accumulation units(1)                  10.46%            22.65%(10)
Number of accumulation units outstanding at end of period            842,890           159,379
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO
Value at beginning of period                                      $   13.974        $   10.000
Value at end of period                                            $   15.417        $   13.974
Increase (decrease) in value of accumulation units(1)                  10.33%            39.74%(8)
Number of accumulation units outstanding at end of period          1,287,070           233,110
ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO
Value at beginning of period                                      $   13.295        $   10.000
Value at end of period                                            $   13.656        $   13.295
Increase (decrease) in value of accumulation units(1)                   2.72%            32.95%(11)
Number of accumulation units outstanding at end of period          2,688,730           507,425
AMERICAN CENTURY VP BALANCED (formerly "TCI BALANCED")
Value at beginning of period                                      $   12.124        $   10.152        $ 10.000
Value at end of period                                            $   13.410        $   12.124        $ 10.152
Increase (decrease) in value of accumulation units(1)                  10.61%            19.42%           1.52%(4)
Number of accumulation units outstanding at end of period            223,073            40,407           3,477
AMERICAN CENTURY VP CAPITAL APPRECIATION (formerly "TCI GROWTH")
Value at beginning of period                                      $   14.021        $   10.847        $ 10.000
Value at end of period                                            $   13.211        $   14.021        $ 10.847
Increase (decrease) in value of accumulation units(1)                  (5.78)%           29.27%           8.47%(4)
Number of accumulation units outstanding at end of period          1,214,961         1,014,612         893,534
AMERICAN CENTURY VP INTERNATIONAL (formerly "TCI INTERNATIONAL")
Value at beginning of period                                      $   10.446        $    9.441        $ 10.000
Value at end of period                                            $   11.782        $   10.446        $  9.441
Increase (decrease) in value of accumulation units(1)                  12.80%            10.64%          (5.59)%(4)
Number of accumulation units outstanding at end of period            399,464            57,691           3,745
FEDERATED AMERICAN LEADERS FUND II
Value at beginning of period                                      $   12.971        $    9.838        $ 10.000
Value at end of period                                            $   15.548        $   12.971        $  9.838
Increase (decrease) in value of accumulation units(1)                  19.87%            31.84%          (1.62)%(12)
Number of accumulation units outstanding at end of period          3,931,613         2,057,364         188,708
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
Value at beginning of period                                      $   10.804        $   10.073        $ 10.000
Value at end of period                                            $   11.099        $   10.804        $ 10.073
Increase (decrease) in value of accumulation units(1)                   2.74%             7.25%           0.73%(12)
Number of accumulation units outstanding at end of period            689,789           417,293          12,714
[FEDERATED GROWTH STRATEGIES FUND II                                                         
Value at beginning of period                                      $   10.277        $   10.000     
Value at end of period                                            $   12.596        $   10.277     
Increase (decrease) in value of accumulation units(1)                  22.57%             2.77%(11)
Number of accumulation units outstanding at end of  period           570,182            17,503]
FEDERATED HIGH INCOME BOND FUND II
Value at beginning of period                                      $   11.640        $    9.814        $ 10.000
Value at end of period                                            $   13.119        $   11.640        $  9.814
Increase (decrease) in value of accumulation units(1)                  12.71%            18.61%          (1.86)%(12)
Number of accumulation units outstanding at end of period          2,069,633         1,020,321          31,309
[FEDERATED INTERNATIONAL EQUITY FUND II                                                    
Value at beginning of period                                      $   10.255        $   10.000  
Value at end of period                                            $   10.952        $   10.255  
Increase (decrease) in value of accumulation units(1)                   6.80%             2.55% 
Number of accumulation units outstanding at end of period            541,970           158,319]  
[FEDERATED PRIME MONEY FUND II                                                                                
Value at beginning of period                                      $   10.406        $   10.033        $ 10.000 
Value at end of period                                            $   10.748        $   10.406        $  10.33%
Increase (decrease) in value of accumulation units(1)                   3.29%             3.71%           0.33%
Number of accumulation units outstanding at end of period            720,521           554,934           51,949] 
FEDERATED UTILITY FUND II
Value at beginning of period                                      $   12.095        $    9.881        $ 10.000
Value at end of period                                            $   13.303        $   12.095        $  9.881
Increase (decrease) in value of accumulation units(1)                   9.99%            22.40%          (1.19)%(12)
Number of accumulation units outstanding at end of period          1,260,915           727,601          41,191
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                                      $   13.324        $   10.002        $ 10.000
Value at end of period                                            $   15.013        $   13.324        $ 10.002
Increase (decrease) in value of accumulation units(1)                  12.68%            33.21%           0.02%(13)
Number of accumulation units outstanding at end of period          4,200,501           913,517          17,013
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                                      $   13.913        $   10.423        $ 10.000
Value at end of period                                            $   15.734        $   13.913        $ 10.423
Increase (decrease) in value of accumulation units(1)                  13.09%            33.48%           4.23%(13)
Number of accumulation units outstanding at end of period          3,260,855           885,545          17,013
</TABLE>

- --------------------------------------------------------------------------------
                                AUV HISTORY - 2
<PAGE>

                  CONDENSED FINANCIAL INFORMATION (continued)
================================================================================
<TABLE>
<CAPTION>
                                                               1996               1995          1994
                                                            --------------   -------------   ------------
<S>                                                          <C>             <C>              <C>
FIDELITY VIP HIGH INCOME PORTFOLIO
Value at beginning of period                                 $   10.701      $ 10.000
Value at end of period                                       $   12.031      $ 10.701
Increase (decrease) in value of accumulation units(1)             12.43%         7.01%(10)
Number of accumulation units outstanding at end of period     1,222,580       112,819
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                                 $   11.143      $ 10.000
Value at end of period                                       $   12.439      $ 11.143
Increase (decrease) in value of accumulation units(1)             11.62%        11.43%(8)
Number of accumulation units outstanding at end of period       681,094       150,017
FIDELITY VIP II ASSET MANAGER PORTFOLIO
Value at beginning of period                                 $   11.664      $ 10.000
Value at end of period                                       $   13.180      $ 11.664
Increase (decrease) in value of accumulation units(1)             12.99%        16.64%(8)
Number of accumulation units outstanding at end of period       450,051       116,810
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                                 $   11.658      $ 10.000
Value at end of period                                       $   13.943      $ 11.658
Increase (decrease) in value of accumulation units(1)             19.60%        16.58%(10)
Number of accumulation units outstanding at end of period     3,294,964       684,272
FIDELITY VIP II INDEX 500 PORTFOLIO
Value at beginning of period                                 $   11.336      $ 10.000
Value at end of period                                       $   13.728      $ 11.336
Increase (decrease) in value of accumulation units(1)             21.10%        13.36%(10)
Number of accumulation units outstanding at end of period     1,994,556       191,671
FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO
Value at beginning of period                                 $   10.600      $ 10.000
Value at end of period                                       $   10.784      $ 10.600
Increase (decrease) in value of accumulation units(1)              1.73%         6.00%(14)
Number of accumulation units outstanding at end of period       441,549        66,574
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                                 $   13.040      $ 10.374         $0.000
Value at end of period                                       $   13.879      $ 13.040         $0.374
Increase (decrease) in value of accumulation units(1)              6.43%        25.71%          3.74%(15)
Number of accumulation units outstanding at end of period     1,248,669       187,584              0
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                 $   12.104      $ 10.000
Value at end of period                                       $   13.865      $ 12.104
Increase (decrease) in value of accumulation units(1)             14.55%        21.04%(8)
Number of accumulation units outstanding at end of period       682,296        53,016
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                                 $   12.071      $  9.884         $0.000
Value at end of period                                       $   12.995      $ 12.071         $9.884
Increase (decrease) in value of accumulation units(1)              7.66%        22.13%         (1.16)%(16)
Number of accumulation units outstanding at end of period       225,717        45,714              0
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                                 $   12.975      $ 10.109         $0.000
Value at end of period                                       $   15.153      $ 12.975         $0.109
Increase (decrease) in value of accumulation units(1)             16.79%        28.35%          1.09%(4)
Number of accumulation units outstanding at end of period     1,145,305       176,111          9,588
JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period                                 $   10.765      $ 10.000
Value at end of period                                       $   11.036      $ 10.765
Increase (decrease) in value of accumulation units(1)              2.52%         7.65%(8)
Number of accumulation units outstanding at end of period       150,230        67,034
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                                 $   12.341      $ 10.000
Value at end of period                                       $   15.701      $ 12.341
Increase (decrease) in value of accumulation units(1)             27.22%        23.41%(11)
Number of accumulation units outstanding at end of period     3,060,432       252,485
</TABLE>

- --------------------------------------------------------------------------------
                                AUV HISTORY - 3
<PAGE>

                  CONDENSED FINANCIAL INFORMATION (continued)
================================================================================
<TABLE>
<CAPTION>
                                                               1996               1995          1994
                                                            --------------   -------------   ------------
<S>                                                          <C>                 <C>           <C>
LEXINGTON EMERGING MARKETS FUND, INC.
Value at beginning of period                                 $  9.277            $ 9.795       $10.000
Value at end of period                                       $  9.829            $ 9.277       $ 9.795
Increase (decrease) in value of accumulation units(1)            5.95%             (5.28)%       (2.05)%(4)
Number of accumulation units outstanding at end of period     255,963             36,773         1,500
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                                 $ 10.436            $ 9.056       $10.000
Value at end of period                                       $ 13.056            $10.436       $ 9.056
Increase (decrease) in value of accumulation units(1)           25.11%             15.24%        (9.44)%(3)
Number of accumulation units outstanding at end of period     172,966             16,933           537
MFS EMERGING GROWTH SERIES
Value at beginning of period                                 $ 10.000
Value at end of period                                       $ 10.074
Increase (decrease) in value of accumulation units(1)            0.74%(17)
Number of accumulation units outstanding at end of period     893,166
MFS RESEARCH SERIES
Value at beginning of period                                 $ 10.000
Value at end of period                                       $ 10.970
Increase (decrease) in value of accumulation units(1)            9.70%(17)
Number of accumulation units outstanding at end of period     617,709
MFS TOTAL RETURN SERIES
Value at beginning of period                                 $ 10.000
Value at end of period                                       $ 10.894
Increase (decrease) in value of accumulation units(1)            8.94%(17)
Number of accumulation units outstanding at end of period     387,019
MFS VALUE SERIES
Value at beginning of period                                 $ 10.000
Value at end of period                                       $ 10.334
Increase (decrease) in value of accumulation units(1)            3.34%(18)
Number of accumulation units outstanding at end of period      20,208
MFS WORLD GOVERNMENTS SERIES
Value at beginning of period                                 $ 10.000
Value at end of period                                       $ 10.471
Increase (decrease) in value of accumulation units(1)            4.71%(17)
Number of accumulation units outstanding at end of period      38,958
</TABLE>

- ------------------
 (1) The above figures are calculated by subtracting the beginning Accumulation
     Unit value from the ending Accumulation Unit value during a calendar year,
     and dividing the result by the beginning Accumulation Unit value. These
     figures do not reflect the deferred sales charge or the fixed dollar
     annual maintenance fee, if any. Inclusion of these charges would reduce
     the investment results shown.

 (2) Reflects less than a full year of performance activity. Funds were first
     received in this option during October 1994.

 (3) Reflects less than a full year of performance activity. Funds were first
     received in this option during August 1994.

 (4) Reflects less than a full year of performance activity. Funds were first
    received in this option during July 1994.

 (5) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 during August 1995,
     when the Fund became available under the Contract.

 (6) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 during September 1995,
     when the Fund became available under the Contract.

 (7) Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during September 1996,
     when the Portfolio became available under the Contract.

 (8) Reflects less than a full year of performance activity. Funds were first
     received in this option during January 1995.

 (9) Reflects less than a full year of performance activity. Funds were first
     received in this option during February 1995.

(10) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 during June 1995, when
     the Fund became available under the Contract.

(11) Reflects less than a full year of performance activity. Funds were first
     received in this option during April 1995.

(12) Reflects less than a full year of performance activity. Funds were first
     received in this option during September 1994.

(13) Reflects less than a full year of performance activity. Funds were first
     received in this option during December 1994.

(14) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 during August 1995,
     when the Fund became available under the Contract.

(15) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 during May 1995, when
     the Fund became available under the Contract.

(16) Reflects less than a full year of performance activity. Funds were first
     received in this option during November 1994.

(17) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 during May 1996, when
     the Series became available under the Contract.

(18) Reflects less than a full year of performance activity. The initial
     Accumulation Unit value was established at $10.000 during October 1996,
     when the series became available under the Contract.


- --------------------------------------------------------------------------------
                                AUV HISTORY - 4
<PAGE>

                                  THE COMPANY
================================================================================
      Aetna Life Insurance and Annuity Company (the "Company") is the issuer of
the Contract, and as such, it is responsible for providing the insurance and
annuity benefits under the Contract. The Company is a stock life insurance
company organized under the insurance laws of the State of Connecticut in 1976.
Through a merger, it succeeded to the business of Aetna Variable Annuity Life
Insurance Company (formerly Participating Annuity Life Insurance Company, an
Arkansas life insurance company organized in 1954). The Company is engaged in
the business of issuing life insurance policies and variable annuity contracts
in all states of the United States. The Company's principal executive offices
are located at 151 Farmington Avenue, Hartford, Connecticut 06156.

      The Company is a wholly owned subsidiary of Aetna Retirement Holdings,
Inc., which is in turn a wholly owned subsidiary of Aetna Retirement Services,
Inc. and an indirect wholly owned subsidiary of Aetna Inc.

                          VARIABLE ANNUITY ACCOUNT B
================================================================================

      The Company established Variable Annuity Account B (the "Separate
Account") in 1976 as a segregated asset account for the purpose of funding its
variable annuity contracts. The Separate Account is registered as a unit
investment trust under the Investment Company Act of 1940 (the "1940 Act"), and
meets the definition of "separate account" under federal securities laws. The
Separate Account is divided into "subaccounts" which do not invest directly in
stocks, bonds or other investments. Instead, each Subaccount buys and sells
shares of a corresponding Fund.

      Although the Company holds title to the assets of the Separate Account,
such assets are not chargeable with liabilities of any other business conducted
by the Company. Income, gains or losses of the Separate Account are credited to
or charged against the assets of the Separate Account without regard to other
income, gains or losses of the Company. All obligations arising under the
Contracts are general corporate obligations of the Company.

                               INVESTMENT OPTIONS
================================================================================

THE FUNDS

      Purchase Payments may be allocated to one or more of the Subaccounts as
designated on the Application. In turn, the Subaccounts invest in the
corresponding Funds at net asset value. The total number of investment options
you may select during the Accumulation Period is currently limited to 18. Each
Subaccount and each Guaranteed Term of the same duration count as an option
once you have made an allocation to it, even if you no longer have amounts
allocated to that option.

      The availability of Funds may be subject to regulatory authorization. In
addition, the Company may add or withdraw Funds, as permitted by applicable
law. Not all Funds may be available in all jurisdictions or under all
Contracts.

      Subject to state regulatory approval, if the shares of any Fund should no
longer be available for investment by the Separate Account or if in the
judgment of the Company, further investment in such shares should become
inappropriate in view of the purpose of the Contract, we may cease to make such
Fund shares available for investment under the Contract prospectively. The
Company may, alternatively, substitute shares of another Fund for shares
already acquired. The Company reserves the right to substitute shares of
another Fund for shares already acquired without a proxy vote. Any elimination,
substitution or addition of Funds will be done in accordance with applicable
state and federal securities laws.

      The investment results of the Funds described below are likely to differ
significantly and there is no assurance that any of the Funds will achieve
their respective investment objectives. Except where otherwise noted, all of
the Funds are diversified, as defined in the 1940 Act.

[bullet] Aetna Variable Fund seeks to maximize total return through investments
         in a diversified portfolio of common stocks and securities convertible
         into common stock.(1)

[bullet] Aetna Income Shares seeks to maximize total return, consistent with
         reasonable risk, through investments in a


- --------------------------------------------------------------------------------
                                       1
<PAGE>

         diversified portfolio consisting primarily of debt securities.(1)

[bullet] Aetna Variable Encore Fund seeks to provide high current return,
         consistent with preservation of capital and liquidity, through
         investment in high-quality money market instruments. An investment in
         the Fund is neither insured nor guaranteed by the U.S. Government.(1)

[bullet] Aetna Investment Advisers Fund, Inc. is a managed fund which seeks to
         maximize investment return consistent with reasonable safety of
         principal by investing in one or more of the following asset classes:
         stocks, bonds and cash equivalents based on the Company's judgment of
         which of those sectors or mix thereof offers the best investment
         prospects.(1)

[bullet] Aetna Generation Portfolios, Inc.--Aetna Ascent Variable Portfolio
         seeks to provide capital appreciation by allocating its investments
         among equities and fixed income securities. The Portfolio is managed
         for investors who generally have an investment horizon exceeding 15
         years, and who have a high level of risk tolerance.(1)

[bullet] Aetna Generation Portfolios, Inc.--Aetna Crossroads Variable Portfolio
         seeks to provide total return (i.e., income and capital appreciation,
         both realized and unrealized) by allocating its investments among
         equities and fixed income securities. The Portfolio is managed for
         investors who generally have an investment horizon exceeding 10 years
         and who have a moderate level of risk tolerance.(1)

[bullet] Aetna Generation Portfolios, Inc.--Aetna Legacy Variable Portfolio
         seeks to provide total return consistent with preservation of capital
         by allocating its investments among equities and fixed income
         securities. The Portfolio is managed for investors who generally have
         an investment horizon exceeding five years and who have a low level of
         risk tolerance.(1)

[bullet] Aetna Variable Portfolios, Inc.--Aetna Variable Capital Appreciation
         Portfolio seeks growth of capital primarily through investment in a
         diversified portfolio of common stocks and securities convertible into
         common stock. The Portfolio will use a value-oriented approach in an
         attempt to outperform the total return performance of publicly traded
         common stocks represented by the S & P 500 Composite Stock Price Index
         ("S & P 500"), a broad based stock market index composed of 500 common
         stocks selected by the Standard & Poor's Corporation. The Portfolio
         uses the S & P 500 as a comparative benchmark because it represents
         approximately two-thirds of the total market value of all U.S. common
         stocks, and is well known to investors.(1)

[bullet] Aetna Variable Portfolios, Inc.--Aetna Variable Growth Portfolio seeks
         growth of capital through investment in a diversified portfolio of
         common stocks and securities convertible into common stocks believed
         to offer growth potential.(1)

[bullet] Aetna Variable Portfolios, Inc.--Aetna Variable Index Plus Portfolio
         seeks to outperform the total return performance of publicly traded
         common stocks represented by the S & P 500.(1)

[bullet] Aetna Variable Portfolios, Inc.--Aetna Variable Small Company
         Portfolio seeks growth of capital primarily through investment in a
         diversified portfolio of common stocks and securities convertible into
         common stocks of companies with smaller market capitalizations.
         Companies with smaller market capitalizations generally will have
         market capitalization at the time of purchase of $1 billion or
         less.(1)

   
[bullet] Calvert Responsibly Invested Balanced Portfolio is a nondiversified
         portfolio that seeks to achieve a total return above the rate of
         inflation through an actively managed, nondiversified portfolio of
         common and preferred stocks, bonds and money market instruments which
         offer income and capital growth opportunity and which satisfy the
         social criteria established for the Portfolio.(2)
    
[bullet] [Federated Insurance Series--Federated American Leaders Fund II
         (formerly IMS Equity Growth and Income Fund) seeks to achieve long-term
         growth of capital and to provide income. The Fund pursues its
         investment objective by investing, under normal circumstances, at least
         65% of its total assets in common stock of "blue-chip" companies.
         "Blue-chip" companies generally are top-quality, established growth
         companies which, in the opinion of the Adviser meet certain
         criteria.(2a)]

[bullet] [Federated Insurance Series--Federated Equity Income Fund II seeks to
         provide above average income and capital appreciation. The Fund
         attempts to achieve its objective by investing at least 65% of its
         assets in income-producing equity securities. Equity securities
         include common stocks, preferred stocks, and securities (including
         debt securities) that are convertible into common stocks. The portion
         of the Fund's total assets invested in common stocks, preferred
         stocks, and convertible securities will vary according to the Fund's
         assessment of market and economic conditions and outlook. (2a)]

[bullet] [Federated Insurance Series--Federated Fund for U.S. Government
         Securities II (formerly IMS U.S. Government Bond Fund) seeks to provide
         current income. The Fund pursues its investment objective by investing
         at least 65% of the value of its total assets in securities issued or
         guaranteed as to payment of principal and interest by the U.S.
         government, its agencies or instrumentalities.(2a)]

[bullet] [Federated Insurance Series--Federated Growth Strategies Fund II
         (formerly IMS Growth Stock Fund) seeks capital appreciation. The Fund
         pursues its objective by investing at least 65% of its assets in
         equity securities of companies with prospects for above-average growth
         in earnings and dividends or companies where significant fundamental
         changes are taking place. Equity securities include common stocks,
         preferred stocks, and securities (including debt securities) that are
         convertible into common stocks. (2a)]

[bullet] [Federated Insurance Series--Federated High Income Bond Fund II
         (formerly IMS Corporate Bond Fund) seeks high current income by
         investing primarily in a diversified portfolio of professionally
         managed fixed income securities. The fixed-income securities in which
         the Fund intends to invest are lower-rated corporate debt obligations
         (commonly known as "junk bonds" or "high yield, high risk bonds" which
         involve significant degree of risk). (See the Fund's prospectus for a
         discussion of the risk factors involved in investing in lower-rated
         corporate debt obligations).(2a)]

[bullet] [Federated Insurance Series--Federated International Equity Fund II
         (formerly IMS International Stock Fund) seeks total return on its
         assets by investing at least 65% of its assets (and under normal
         market conditions, substantially all of its assets) in equity
         securities of issuers located in at least three different countries
         outside of the United States. Investing in non-U.S. securities carries
         substantial risks in addition to those associated with domestic
         investments. (2a)]

[bullet] [Federated Insurance Series--Federated Prime Money Fund II (formerly
         IMS Prime Money Fund) seeks to provide current income consistent with
         stability of principal and liquidity. The Fund pursues its investment
         objectives by investing exclusively in a portfolio of money market
         instruments maturing in 397 days or less. The average maturity of the
         money market instruments in the Fund's portfolio, computed on a
         dollar-weighted basis, will be 90 days or less. An investment in this
         Fund is neither insured nor guaranteed by the U.S. government. (2a)]

[bullet] [Federated Insurance Series--Federated Utility Fund II (formerly IMS
         Utility Fund) seeks to achieve high current income and moderate capital
         appreciation by investing primarily in a professionally managed and
         diversified portfolio of equity and debt securities of utility
         companies. Under normal market conditions, the Fund will invest at
         least 65% of its total assets in securities of utility companies.(2a)]

[bullet] Fidelity Investments Variable Insurance Products Fund-- Equity-Income
         Portfolio seeks reasonable income by investing primarily in
         income-producing equity securities. In selecting investments, the Fund
         also considers the potential for capital appreciation.(3)

[bullet] Fidelity Investments Variable Insurance Products Fund-- Growth
         Portfolio seeks capital appreciation by investing mainly in common
         stocks, although its investments are not restricted to any one type of
         security.(3)

[bullet] Fidelity Investments Variable Insurance Products Fund-- High Income
         Portfolio seeks to obtain a high level of current income by investing
         primarily in high-yielding, lower-rated, fixed income securities, while
         also considering growth of capital. Lower-rated corporate debt
         obligations are commonly known as "junk bonds" or "high yield, high
         risk bonds" and involve significant degree of risk (see the Fund's
         prospectus for a discussion of the risk factors involved in investing
         in lower-rated corporate debt obligations).(3)


- --------------------------------------------------------------------------------
                                       2
<PAGE>

   
[bullet] Fidelity Investments Variable Insurance Products Fund--Overseas
         Portfolio seeks long-term growth by investing mainly in foreign
         securities (at least 65% of the Fund's total assets in securities of
         issuers from at least three countries outside of North America).
         Foreign investments involve greater risks than U.S. investments,
         including political and economic risks and the risk of currency
         fluctuation.(3)

[bullet] Fidelity Investments Variable Insurance Products Fund II--Asset Manager
         Portfolio seeks high total return with reduced risk over the long-term
         by allocating its assets among domestic and foreign stocks, bonds and
         short-term fixed-income instruments.(3)

[bullet] Fidelity Investments Variable Insurance Products Fund II--Contrafund
         Portfolio seeks maximum total return over the long term by investing
         mainly in equity securities of companies that are undervalued or
         out-of-favor.(3)

[bullet] Fidelity Investments Variable Insurance Products Fund II--Index 500
         Portfolio seeks to provide investment results that correspond to the
         total return of common stocks publicly traded in the United States by
         duplicating the composition and total return of the Standard & Poor's
         Composite Index of 500 Stocks.(3)

[bullet] Janus Aspen Series--Aggressive Growth Portfolio is a nondiversified
         portfolio that seeks long-term growth of capital. The Portfolio pursues
         its investment objective by normally investing at least 50% of its
         equity assets in securities issued by medium-sized companies.
         Medium-sized companies are those whose market capitalizations fall
         within the range of companies in the S & P MidCap 400 Index, which as
         of December 30, 1996 included companies with capitalizations between
         approximately $192 million and $6.5 billion, but which is expected to
         change on a regular basis.(4)

[bullet] Janus Aspen Series--Balanced Portfolio seeks long-term capital growth,
         consistent with preservation of capital and balanced by current
         income. The Portfolio pursues its investment objective by, under
         normal circumstances, investing 40%-60% of its assets in securities
         selected primarily for their growth potential and 40%-60% of its
         assets in securities selected for their income potential.(4)

[bullet] Janus Aspen Series--Flexible Income Portfolio seeks to obtain maximum
         total return, consistent with preservation of capital. Total return is
         expected to result from a combination of current income and capital
         appreciation. The Portfolio invests in all types of income producing
         securities and may have substantial holdings of  debt securities rated
         below investment grade (e.g., junk bonds).(4)

[bullet] Janus Aspen Series--Growth Portfolio seeks long-term growth of capital
         in a manner consistent with the preservation of capital. The Portfolio
         pursues its investment objective by investing in common stocks of
         companies of any size.(4)

[bullet] Janus Aspen Series--Worldwide Growth Portfolio seeks long-term growth
         of capital in a manner consistent with preservation of capital. The
         Portfolio pursues its investment objective primarily through
         investments in common stocks of foreign and domestic issuers.(4)

[bullet] MFS Total Return Series seeks to provide above-average income
         (compared to a portfolio invested entirely in equity securities)
         consistent with the prudent employment of capital. Its secondary
         objective is to provide a reasonable opportunity for growth of capital
         and income. Under normal market conditions, at least 25% of the Total
         Return Series' assets will be invested in fixed income securities, and
         at least 40% and no more than 75% of the Series' assets will be
         invested in equity securities.(5)

[bullet] MFS World Governments Series seeks not only preservation, but also
         growth of capital, together with moderate current income. The Series
         seeks to achieve its objective through a professionally managed,
         internationally diversified portfolio consisting primarily of debt
         securities and to a lesser extent equity securities. Consistent with
         its investment objective and policies, the Series may invest up to
         100% (and generally expects to invest not more than 80%) of its net
         assets in foreign securities which are not traded on a U.S.
         exchange.(5)

[bullet] Oppenheimer Capital Appreciation Fund seeks to achieve capital
         appreciation by investing in "growth-type" companies.(6)

[bullet] Oppenheimer Global Securities Fund seeks long-term capital
         appreciation by investing a substantial portion of its assets in
         securities of foreign issuers, "growth-type" companies, cyclical
         industries and special situations which are considered to have
         appreciation possibilities. Current income is not an objective. These
         securities may be considered to be speculative.(6)

[bullet] Oppenheimer Growth & Income Fund seeks a high total return (which
         includes growth in the value of its shares as well as current income)
         from equity and debt securities. From time to time this Fund may focus
         on small to medium
    


- --------------------------------------------------------------------------------
                                       3
<PAGE>

   
         capitalization common stocks, bonds and convertible securities.(6)

[bullet] Oppenheimer Strategic Bond Fund seeks a high level of current income
         principally derived from interest on debt securities and seeks to
         enhance such income by writing covered call options on debt
         securities. The Fund intends to invest principally in: (i) foreign
         government and corporate debt securities, (ii) U.S. Government
         securities, and (iii) lower-rated high yield domestic debt securities,
         commonly known as "junk bonds", which are subject to a greater risk of
         loss of principal and nonpayment of interest than higher-rated
         securities. These securities may be considered to be speculative.(6)

[bullet] Portfolio Partners MFS Emerging Equities Portfolio seeks long term
         growth of capital by investing primarily in common stocks issued by
         companies that its subadviser believes are early in their life cycle
         but which have the potential to became major enterprises (emerging
         growth companies).(7)(a)

[bullet] Portfolio Partners MFS Research Growth Portfolio seeks long term growth
         of capital and future income by investing primarily in common stocks or
         securities convertible into common stocks issued by companies that the
         subadviser believes to possess better-than-average prospects for
         long-term growth, and, to a lesser extent, in income-producing
         securities including bonds and preferred stock.(7)(a)

[bullet] Portfolio Partners MFS Value Equity Portfolio seeks capital
         appreciation by investing primarily in common stocks.(7)(a)

[bullet] Portfolio Partners Scudder International Growth Portfolio seeks long
         term growth of capital primarily through a diversified portfolio of
         marketable foreign equity securities.(7)(b)

[bullet] Portfolio Partners T. Rowe Price Growth Equity Portfolio seeks long
         term growth of capital and, secondarily, seeks to increase dividend
         income by investing primarily in common stocks issued by a diversified
         group of well-established growth companies.(7)(c)

Investment Advisers for each of the Funds:
(1) Aetna Life Insurance and Annuity Company (adviser);
     Aeltus Investment Management, Inc. (sub-adviser)
(2) Calvert Asset Management Company, Inc.
[(2a) Federated Advisers]
(3) Fidelity Management & Research Company
(4) Janus Capital Corporation
(5) Massachusetts Financial Services Company ("MFS")
(6) OppenheimerFunds, Inc.
(7) Aetna Life Insurance and Annuity Company (adviser);
     (a) Massachusetts Financial Services Company (sub-adviser)
     (b) Scudder, Stevens & Clark, Inc. (sub-adviser)
     (c) T. Rowe Price Associates, Inc. (sub-adviser)
    

      Risks Associated with Investment in the Funds. Some of the Funds may use
instruments known as derivatives as part of their investment strategies. The
use of certain derivatives may involve high risk of volatility to a Fund, and
the use of leverage in connection with such derivatives can also increase risk
of losses. Some of the Funds may also invest in foreign or international
securities which involve greater risks than U.S. investments.

      More comprehensive information, including a discussion of potential
risks, is found in the current prospectus for each Fund which is distributed
with and accompanies this Prospectus. You should read the Fund prospectuses and
consider carefully, and on a continuing basis, which Fund or combination of
Funds is best suited to your long-term investment objectives. Additional
prospectuses and Statements of Additional Information for this Prospectus and
for each of the Funds can be obtained from the Company's Home Office at the
address and telephone number listed under the "Inquiries" section of the
Prospectus Summary.

      Conflicts of Interest (Mixed and Shared Funding). Shares of the Funds are
sold to each of the Subaccounts for funding the variable annuity contracts
issued by the Company. Shares of the Funds may also be sold to other insurance
companies for the same purpose. This is referred to as "shared funding." Shares
of the Funds may also be used for funding variable life insurance contracts
issued by the Company or by third parties. This is referred to as "mixed
funding."

      Because the Funds available under the Contract are sold to fund variable
annuity contracts and variable life insurance policies issued by us or by other
companies, certain conflicts of interest could arise. If a conflict of interest
were to occur, one of the separate accounts might withdraw its investment in a
Fund, which might force that Fund to sell portfolio securities at
disadvantageous prices, causing its per share value to decrease. Each Fund's
Board of Directors or Trustees has agreed to monitor events in order to
identify any material irreconcilable conflicts which might arise and to
determine what action, if any, should be taken to address such conflict.


- --------------------------------------------------------------------------------
                                       4
<PAGE>

CREDITED INTEREST OPTION

      Purchase Payments may be allocated to the ALIAC Guaranteed Account (the
"Guaranteed Account"). Through the Guaranteed Account, we guarantee stipulated
rates of interest for stated periods of time. Amounts must remain in the
Guaranteed Account for specified periods to receive the quoted interest rates,
or a market value adjustment (which may be positive or negative) will be
applied. (See the Appendix.)

                                    PURCHASE
================================================================================

CONTRACT AVAILABILITY

   
      The Contracts are offered as (1) nonqualified deferred annuity contracts
(we reserve the right to limit ownership of nonqualified Contracts to natural
persons); (2) Individual Retirement Annuities, other than "SIMPLE IRAs" as
defined in Section 408(p) of the Internal Revenue Code; or (3) Qualified
Contracts used in conjunction with certain employer sponsored retirement plans.
Individual Retirement Annuities are currently available as rollovers, and may
permit ongoing contributions subject to state regulatory approval.
Additionally, availability of the Qualified Contracts described under item (3)
is subject to approval by the Company and state regulatory agencies.
    

      Eligible persons seeking to invest and accumulate money for retirement
can purchase individual interests in group Contracts, or, where required by
state law, they may purchase individual Contracts. In most states, group
Contracts are offered, generally to certain broker-dealers or banks which have
agreed to act as Distributors of the Contracts, and individual accounts are
established by the Company for each Certificate Holder. In some states, an
individual Contract will be owned by the Certificate Holder. In both cases, a
Certificate Holder's interest in the Contract is known as his or her "Account."

      The maximum issue age for the Annuitant is 90 (age 85 for those Contracts
or Certificates issued in New York and Pennsylvania).

   
      Joint Certificate Holders. Nonqualified Contracts may be purchased by
spouses as joint Certificate Holders. In New York and Pennsylvania, the joint
Certificate Holders do not need to be spouses. References to "Certificate
Holders" in this Prospectus mean both of the Certificate Holders on joint
Accounts. Tax law prohibits the purchase of Qualified Contracts by joint
Certificate Holders.
    

PURCHASING INTERESTS IN THE CONTRACT
      Group Contracts. Groups will generally consist of those eligible
individuals who have established an account with a broker-dealer or bank which
has agreed to act as a Distributor for the Contracts. A group Contract is
issued to the group Contract Holder. Certificate Holders may purchase interests
in a group Contract by submitting an Application. Once the Application is
accepted a Certificate will be issued.

      Individual Contracts. Certain states will not allow a group Contract due
to provisions in their insurance laws. In those states, an eligible individual
will submit an Application and will be issued a Contract rather than a
Certificate.

      Regardless of whether you have purchased an interest in a group Contract
or an individual Contract, the Company must accept or reject the Application
within two business days of receipt. If the Application is incomplete, the
Company may hold any forms and accompanying Purchase Payments for five days.
Purchase Payments may be held for longer periods only with the consent of the
Certficiate Holder, pending acceptance of the Application. If the Application
is rejected, the Application and any Purchase Payments will be returned to the
Certificate Holder.

PURCHASE PAYMENTS

      You may make Purchase Payments under the Contract in one lump sum,
through periodic payments or as a transfer from a pre-existing plan.

      The minimum initial Purchase Payment amount is $5,000 for Nonqualified
Contracts and $1,500 for Qualified Contracts. In some states, a Contract issued
as an Individual Retirement Annuity can accept only a lump sum, rollover
Purchase Payment. Additional Purchase Payments made to an existing Contract
must be at least $1,000 or at least $50 per month by electronic funds transfer,
and are subject to the terms and conditions published by us at the time of the
subsequent payment. A Purchase Payment of more than $1,000,000 will be allowed
only with the Company's consent. We also reserve the right to reject any
Purchase Payment to a prospective or existing Account without advance notice
(unless not allowed by state law).

      For Qualified Contracts the Code imposes a maximum limit on annual
Purchase Payments which may be excluded from a participant's gross income. (See
"Tax Status.")

      Allocation of Purchase Payments. Purchase Payments will initially be
allocated to the Subaccounts or the


- --------------------------------------------------------------------------------
                                       5
<PAGE>

Guaranteed Account as specified on the Application. Changes in such allocation
may be made in writing or by telephone transfer. Allocations must be in whole
percentages, and there may be limitations on the number of investment options
that can be selected. (See "Investment Options.")

CONTRACT RIGHTS

      Under individual Contracts, Certificate Holders have all Contract rights.

      Under group Contracts, the group Contract Holder has title to the
Contract and generally only the right to accept or reject any modifications to
the Contract. You have all other rights to your Account under the Contract.
However, under a Nonqualified Contract, if you and the Annuitant are not the
same, and the Annuitant dies first, your rights are automatically transferred
to the Beneficiary. (See "Death Benefit.")

   
      Joint Certificate Holders have equal rights under the Contract and with
respect to their Account. All rights under the Contract must be exercised by
both joint Certificate Holders with the exception of transfers among investment
options, which can be exercised by one joint Certificate Holder after the
Account has been established. See "Death Benefit" regarding the rights of the
surviving joint Certificate Holder upon the death of a joint Certificate Holder
prior to the Annuity Date.
    

DESIGNATIONS OF BENEFICIARY AND ANNUITANT
   
      You generally designate the Beneficiary under the Contract on the
Application. You may also elect to specify the form of payment to be made to
the Beneficiary. For Qualified Contracts issued in conjunction with a Code
Section 401(a) qualified pension or profit sharing plan or a Code Section 457
deferred compensation plan, the employer or trustee must be both the
Certificate Holder and the Beneficiary under the Contract, and the participant
on whose behalf the Account was established must be the Annuitant. Under such
plans the participant is generally allowed to designate a beneficiary under the
plan, and the Certificate Holder may direct that we pay any death proceeds to
the plan beneficiary. "Beneficiary" as used in this Prospectus refers to the
person who is ultimately entitled to receive such proceeds.
    

      For Qualified Contracts issued in conjunction with a Code Section 403(b)
tax deferred annuity program subject to the Employee Retirement Income Security
Act (ERISA), the spouse of a married participant must be the Beneficiary of at
least 50% of the Account Value. If the married participant is age 35 or older,
the participant may name an alternate Beneficiary provided the participant
furnishes a waiver and spousal consent which meets the requirements of ERISA
Section 205. The participant on whose behalf the Account was established must
be the Annuitant.

      For Qualified Contracts issued as an Individual Retirement Annuity, the
Certificate Holder must be the
Annuitant. For Nonqualified Contracts, the Certificate Holder and the
Annuitant, may, but need not, be the same person. (See "Purchase--Contract
Availability.")

RIGHT TO CANCEL

      You may cancel the Contract or Certificate without penalty by returning
it to the Company with a written notice of your intent to cancel. In most
states, you have ten days to exercise this "free look" right; some states allow
you longer. Unless state law requires otherwise, the amount you will receive
upon cancellation will reflect the investment performance of the Subaccounts
into which your Purchase Payments were deposited. In some cases this may be
more or less than the amount of your Purchase Payments; therefore, you bear the
entire investment risk for amounts allocated among the Subaccounts during the
free look period. Under Contracts issued as Individual Retirement Annuities,
you will receive a refund of your Purchase Payment. Account Values will be
determined as of the Valuation Date on which we receive your request for
cancellation at our Home Office.

                             CHARGES AND DEDUCTIONS
================================================================================

DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT

      Mortality and Expense Risk Charge. The Company makes a daily deduction
from each of the Subaccounts for the mortality and expense risk charge. The
charge is equal, on an annual basis, to 1.25% of the daily net assets of the
Subaccounts and compensates the Company for the assumption of the mortality and
expense risks under the Contract. The mortality risks are those assumed for our
promise to make lifetime payments according to annuity rates specified in the
Contract. The expense risk is the risk that the actual expenses for costs
incurred under the Contract will exceed the maximum costs that can be charged
under the Contract.


- --------------------------------------------------------------------------------
                                       6
<PAGE>

   
      In certain circumstances, the risk of adverse expense experience
associated with this Contract may be reduced. In such event, the mortality and
expense risk charge applicable to that Contract during the Accumulation Period
may likewise be reduced. Whether such a reduction is available will be
determined by the Company based upon consideration of one of the following
factors:

(1) the size and composition of the prospective group such as a group made up
    of active employees of the Company or its affiliates;

(2) the type and frequency of administrative and sales services provided; and

(3) the level of maintenance fee and deferred sales charges.

      Any reduction of the mortality and expense risk charge will not be
unfairly discriminatory against any person. We will make any reduction in the
mortality and expense risk charge according to our own rules in effect at the
time the Contract is issued. We reserve the right to change these rules from
time to time.

      If the amount deducted for mortality and expense risks is not sufficient
to cover the mortality costs and expense shortfalls, the loss is borne by the
Company. If the deduction is more than sufficient, the excess may be used to
recover distribution expenses relating to the Contracts and as a source of
profit to the Company. The Company expects to make a profit from the mortality
and expense risk charge.
    

      Administrative Charge. During the Accumulation Period, the Company makes
a daily deduction from each of the Subaccounts for an administrative charge.
The charge is equal, on an annual basis, to 0.15% of the daily net assets of
the Subaccounts and compensates the Company for administrative expenses that
exceed revenues from the maintenance fee described below. The charge is set at
a level which does not exceed the average expected cost of the administrative
services to be provided while the Contract is in force. The Company does not
expect to make a profit from this charge.

      During the Annuity Period, the Company reserves the right to make a
deduction for the administrative charge of an amount equal, on an annual basis,
to a maximum of 0.25% of the daily net assets of the Subaccounts. There is
currently no administrative charge during the Annuity Period. Once an Annuity
Option is elected, the charge will be established and will be effective during
the entire Annuity Period.

MAINTENANCE FEE

      During the Accumulation Period, the Company will deduct an annual
maintenance fee from the Account Value. The maintenance fee is to reimburse the
Company for some of its administrative expenses relating to the establishment
and maintenance of the Accounts.

      The maximum maintenance fee deducted under the Contract is $30. The
maintenance fee will be deducted annually on the anniversary of the Contract
effective date. It is deducted on a pro rata basis from each investment option
in which you have an interest. If your entire Account Value is withdrawn, the
full maintenance fee, if applicable, will be deducted at the time of
withdrawal. The maintenance fee will not be deducted (either annually or upon
withdrawal) if your Account Value is $50,000 or more on the day the maintenance
fee is due.

REDUCTION OR ELIMINATION OF ADMINISTRATIVE CHARGE AND MAINTENANCE FEE

      The administrative charge and maintenance fee may be reduced or
eliminated when sales of the Contracts are made to individuals or to a group of
individuals in such a manner that results in savings of administrative
expenses. The entitlement to such a reduction will be based on:

(1) the size and type of the group of individuals to whom the Contract is
    offered; and

(2) the amount of expected Purchase Payments.

      Any reduction or elimination of the administrative charge or maintenance
fees will not be unfairly discriminatory against any person. We will make any
reduction in the administrative charge or annual maintenance fees according to
our own rules in effect at the time the Contract is issued. We reserve the
right to change these rules from time to time.

DEFERRED SALES CHARGE

      Withdrawals of all or a portion of the Account Value may be subject to a
deferred sales charge. The deferred sales charge is a percentage of Purchase
Payments withdrawn from the Subaccounts and the Guaranteed Account and is based
on the number of years which have elapsed since the Purchase Payment was made.
The deferred sales charge for each Purchase Payment is determined by
multiplying the Purchase Payment withdrawn by the appropriate percentage, in
accordance with the schedule set forth in the tables below.


- --------------------------------------------------------------------------------
                                       7
<PAGE>

      Withdrawals are taken first against Purchase Payments, then against any
increase in value. However, the deferred sales charge only applies to the
Purchase Payment (not to any associated changes in value). To satisfy a partial
withdrawal, the deferred sales charge is calculated as if the Purchase Payments
are withdrawn from the Subaccounts in the same order they were applied to the
Account. Partial withdrawals from the Guaranteed Account will be treated as
described in the Appendix and the prospectus for the Guaranteed Account. The
total charge will be the sum of the charges applicable for all of the Purchase
Payments withdrawn.

- --------------------------------------------------------------------------------
                Years since receipt           Deferred Sales
               of Purchase Payment           Charge Deduction
               ----------------------------- -----------------
                 Less than 2                        7%
                 2 or more but less than 4          6%
                 4 or more but less than 5          5%
                 5 or more but less than 6          4%
                 6 or more but less than 7          3%
                 7 or more                          0%
- --------------------------------------------------------------------------------

                 CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK
- --------------------------------------------------------------------------------

               Years since receipt            Deferred Sales
               of Purchase Payment           Charge Deduction
               ----------------------------- -----------------
                 Less than 1                        7%
                 1 or more but less than 2          6%
                 2 or more but less than 3          5%
                 3 or more but less than 4          4%
                 4 or more but less than 5          3%
                 5 or more but less than 6          2%
                 6 or more but less than 7          1%
                 7 or more                          0%
- --------------------------------------------------------------------------------

      A deferred sales charge will not be deducted from any portion of a
Purchase Payment withdrawn if the withdrawal is:

[bullet] applied to provide Annuity benefits;

[bullet] paid to a Beneficiary due to the Annuitant's death before Annuity
         payments start, up to a maximum of the Purchase Payment(s) in the
         Account on the Annuitant's date of death;

   
[bullet] made due to the election of a Systematic Distribution Option (see
         "Systematic Distribution Options");
    

[bullet] if approved by your state, under a Qualified Contract when the amount
         withdrawn is equal to the minimum distribution required by the Code
         for this Contract calculated using a method permitted under the Code
         and agreed to by the Company;

[bullet] paid upon a full withdrawal where the Account Value is $2,500 or less
         and no amount has been withdrawn during the prior 12 months; or

[bullet] paid if we close out your Account when the value is less than $2,500
         (or other amount required by state law).

      After the first Account Year, you may withdraw all or a portion of your
Purchase Payments without a deferred sales charge, provided that (1) such
withdrawal occurs within three years of the Annuitant's admission to a licensed
nursing care facility (including non-licensed facilities in New Hampshire) and
(2) the Annuitant has spent at least 45 consecutive days in such facility. This
waiver of deferred sales charge does not apply if the Annuitant is in a nursing
care facility at the time the Account is established. It will also not apply if
otherwise prohibited by state law.

      The Company does not anticipate that the deferred sales charge will cover
all sales and administrative expenses which it incurs in connection with the
Contract. The difference will be covered by the general assets of the Company
which are attributable, in part, to mortality and expense risk charges under
the Contract described above.

   
      Free Withdrawals. Subject to the restrictions described below, you may
withdraw up to the greater of 10% of your current Account Value (up to 15% of
your current Account Value for Contracts or Certificates issued in the State of
New York) or the minimum distribution amount required by law during each
calendar year without imposition of a deferred sales charge. The free
withdrawal amount will be based on the Account Value calculated on the
Valuation Date next following our receipt of your request for withdrawal and
will be adjusted for amounts requested for distribution under a Systematic
Distribution Option, during the calendar year. If your withdrawal exceeds the
applicable free withdrawal allowance, we will deduct a deferred sales charge on
the excess amount. (See the Appendix for a discussion of withdrawals from the
Guaranteed Account.)
    

REDUCTION OR ELIMINATION OF THE DEFERRED SALES CHARGE.

      We may reduce or eliminate the deferred sales charge when sales of the
Contracts are made to individuals or a group of individuals in such a manner
that results in savings of sales expenses. The entitlement to such a reduction
in the deferred sales charge will be based on the following:

(1) the size and type of the group of individuals to whom the Contract is
    offered;

(2) the amount of expected Purchase Payments; and

- --------------------------------------------------------------------------------
                                       8
<PAGE>

   
(3) whether there is a prior or existing relationship with the Company such as
    being an employee of the Company or an affiliate, receiving distributions or
    making internal transfers from other contracts issued by the Company, or
    making transfers of amounts held under qualified plans sponsored by the
    Company or an affiliate.

      Any reduction or elimination of the deferred sales charge will be subject
to state approval and not be unfairly discriminatory against any person.
    

FUND EXPENSES

      Each Fund incurs certain expenses which are paid out of its net assets.
These expenses include, among other things, the investment advisory or
"management" fee. The expenses of the Funds are set forth in the Fee Table in
this Prospectus and described more fully in the accompanying Fund prospectuses.


PREMIUM AND OTHER TAXES

      Several states and municipalities currently impose a premium tax on
Annuities. These taxes currently range from 0% to 4%. Ordinarily, any
applicable state premium tax will be deducted from the Account Value when it is
applied to an Annuity Option. However, we reserve the right to deduct state
premium tax from the Purchase Payment(s) or from the Account Values at any
time, but no earlier than when we have a tax liability under state law.

      Any municipal premium tax assessed at a rate in excess of 1% will be
deducted from the Purchase Payment(s) or from the amount applied to an Annuity
Option based on our determination of when such tax is due. We will absorb any
municipal premium tax which is assessed at 1% or less. We reserve the right,
however, to reflect this added expense in our Annuity purchase rates for
residents of such municipalities.

                               CONTRACT VALUATION
================================================================================

ACCOUNT VALUE

      Until the Annuity Date, the Account Value is the total dollar value of
amounts held in the Account as of any Valuation Date. The Account Value at any
given time is based on the value of the units held in each Subaccount, plus the
value of amounts held in the Guaranteed Account.

ACCUMULATION UNITS

      The value of your interests in a Subaccount is expressed as the number of
"Accumulation Units" that you hold multiplied by an "Accumulation Unit Value"
(or "AUV") for each unit. The AUV on any Valuation Date is determined by
multiplying the value on the immediately preceding Valuation Date by the net
investment factor of that Subaccount for the period between the immediately
preceding Valuation Date and the current Valuation Date. (See "Net Investment
Factor" below.) The Accumulation Unit Value will be affected by the investment
performance, expenses and charges of the applicable Fund and is reduced each
day by a percentage that accounts for the daily assessment of mortality and
expense risk charges and the administrative charge.

   
      Initial Purchase Payments will be credited to your Account at the AUV
next computed following our acceptance of the Application as described under
"Purchasing Interests in the Contract." Each subsequent Purchase Payment (or
amount transferred) received by the Company by the close of business of the New
York Stock Exchange will be credited to your Account at the AUV next computed
following our receipt of your payment or transfer request. The value of an
Accumulation Unit may increase or decrease.
    

NET INVESTMENT FACTOR

      The net investment factor is used to measure the investment performance
of a Subaccount from one Valuation Date to the next. The net investment factor
for a Subaccount for any valuation period is equal to the sum of 1.0000 plus
the net investment rate. The net investment rate equals:

      (a) the net assets of the Fund held by the Subaccount on the current
          Valuation Date, minus

      (b) the net assets of the Fund held by the Subaccount on the preceding
          Valuation Date, plus or minus

      (c) taxes or provisions for taxes, if any, attributable to the operation
          of the Subaccount;

      (d) divided by the total value of the Subaccount's Accumulation and
          Annuity Units on the preceding Valuation Date;

   
      (e) minus a daily charge at the annual effective rate of a maximum of
          1.25% for mortality and expense risks, and an administrative charge of
          0.15% (unless reduced or eliminated) during the Accumulation Period
          and up to 0.25% during the Annuity Period (currently 0% during the
          Annuity Period).
    

      The net investment rate may be either positive or negative.


- --------------------------------------------------------------------------------
                                       9
<PAGE>

                                   TRANSFERS
================================================================================

      At any time prior to the Annuity Date, you can transfer amounts held
under your Account among the investment options available subject to certain
limitations. (See "Investment Options.") Transfers from the Guaranteed Account
may be subject to certain restrictions and to a market value adjustment. (See
the Appendix.) If approved by your state, during the Annuity Period, if you
have elected a variable Annuity, you can make transfers only among the
Subaccounts available during the Annuity Period. (See "Annuity Options.") A
request for transfer can be made either in writing or by telephone. The
telephone transfer privilege is available automatically; no special election is
necessary. All transfers must be in accordance with the terms of the Contract.
Any transfer will be based on the Accumulation Unit Value next determined after
the Company receives a valid transfer request at its Home Office.

      During the Accumulation Period, twelve free transfers are allowed per
calendar year. Thereafter, the Company reserves the right to charge up to $10
for each additional transfer. The Company currently does not impose this
charge. Currently, during the Annuity Period, four transfers are allowed each
calendar year.

DOLLAR COST AVERAGING PROGRAM
   
      You may establish automated transfers of Account Values on a monthly or
quarterly basis through the Company's Dollar Cost Averaging Program. Dollar
cost averaging is a system for investing a fixed amount of money at regular
intervals over a period of time. The Dollar Cost Averaging Program permits the
transfer of amounts from any of the variable funding options and an available
Guaranteed Term subject to the Company's terms and conditions to any of the
Subaccounts. A market value adjustment will not be applied to dollar cost
averaging transfers from any such Guaranteed Term during participation in the
Dollar Cost Averaging Program. If dollar cost averaging from a Guaranteed Term
is discontinued, the Company will automatically transfer the balance remaining
in the Guaranteed Term from which dollar cost averaging is withdrawn to a
Guaranteed Term of the same duration unless the Certificate Holder initiates a
transfer to another investment option. In either case, a market value
adjustment will apply. There is no additional charge for the Dollar Cost
Averaging Program. (See the Appendix for a discussion of the restrictions and
features attributable to the Guaranteed Account.)
    

      Dollar cost averaging does not ensure a profit nor guarantee against loss
in a declining market. You should consider your financial ability to continue
purchases through periods of low price levels. For additional information,
please refer to the "Inquiries" section of the Prospectus Summary, which
describes how you can obtain further information.

   
      The Dollar Cost Averaging Program is not available to individuals who
have elected the Account Rebalancing Program.
    

ACCOUNT REBALANCING PROGRAM

      The Account Rebalancing Program allows you to have portions of your
Account Value automatically reallocated annually to a specified percentage or
at other more frequent intervals as allowed by Aetna under the program. Only
Account Values accumulating in the Subaccounts can be rebalanced. You may
participate in this program by completing the Account Rebalancing section of
the Application, or by sending a written request to the Company at its Home
Office. The Account Rebalancing Program does not ensure a profit nor guarantee
against loss in a declining market.

      The Account Rebalancing Program is not available to Certificate Holders
who have elected the Dollar Cost Averaging Program.

                                  WITHDRAWALS
================================================================================

      All or a portion of your Account Value may be withdrawn at any time during
the Accumulation Period. Withdrawal restrictions applicable to Section 403(b)
Contracts are described below. To request a withdrawal, you must properly
complete a disbursement form and send it to our Home Office. Payments for
withdrawal requests will be made in accordance with Securities and Exchange
Commission requirements, but normally not later than seven calendar days
following our receipt of a disbursement form. Withdrawals may be subject to a
deferred sales charge (see "Charges and Deduction") and to taxes and to tax
penalties (see "Tax Status").


- --------------------------------------------------------------------------------
                                       10
<PAGE>

      Withdrawals may be requested in one of the following forms:

[bullet] Full Withdrawal of an Account: The amount paid for a full withdrawal
         will be the Adjusted Account Value minus any applicable deferred sales
         charge and maintenance fee due.

[bullet] Partial Withdrawals: (Percentage): The amount paid will be the
         percentage of the Adjusted Account Value requested minus any
         applicable deferred sales charge.

[bullet] Partial Withdrawals: (Specified Dollar Amount): The amount paid will
         be the dollar amount requested. However, the amount withdrawn from
         your Account will equal the amount you request plus any applicable
         deferred sales charge and plus or minus any applicable market value
         adjustment.

      For any partial withdrawal, the value of the Accumulation Units canceled
will be withdrawn proportionately from the Guaranteed Account or each
Subaccount in which your Account is invested, unless you request otherwise in
writing. All amounts paid will be based on your Account Value as of the next
Valuation Date after we receive a request for withdrawal at our Home Office, or
on such later date as the disbursement form may specify.

      The tax treatment of withdrawals from each Nonqualified Contract may be
affected if you own other annuity contracts issued by us (or our affiliates)
that were purchased on or after October 21, 1988. (See "Tax Status.")

      Withdrawal Restrictions from 403(b) Plans. Under Section 403(b)
Contracts, the withdrawal of salary reduction contributions and earnings on
such contributions is generally prohibited prior to the participant's death,
disability, attainment of age 59-1/2, separation from service or financial
hardship. (See "Tax Status.")

   
      Reinstatement Privilege Following Withdrawal. You may elect to reinstate
all or a portion of the proceeds received from the full withdrawal of your
Account within 30 days after the withdrawal. Accumulation Units will be
credited to your Account for the amount reinstated, as well as for any
maintenance fee charged and any portion of any deferred sales charge imposed at
the time of withdrawal. However, any aggregate negative market value adjustment
made to the Guaranteed Account will not be credited. Reinstated amounts will be
reallocated to applicable investment options in the same proportion as they
were allocated at the time of withdrawal.

      The number of Accumulation Units credited will be based upon the
Accumulation Unit Value(s) next computed following receipt at our Home Office
of the reinstatement request along with the amount to be reinstated. Any
maintenance fee which falls due after the withdrawal and before the
reinstatement will be deducted from the amount reinstated. The reinstatement
privilege may be used only once and does not apply to a Certificate Holder's
Account that We close out as described in the Section entitled, "Involuntary
Terminations." If you are contemplating reinstatement, you should seek
competent advice regarding the tax consequences associated with this type of
transaction.

                        SYSTEMATIC DISTRIBUTION OPTIONS
================================================================================

      The Company offers certain withdrawal options under the Contract that are
not considered Annuity Options ("Systematic Distribution Options"). To exercise
these options, your Account Value must meet the minimum dollar amount and age
criteria applicable to that option.

      The Systematic Distribution Options currently available under the
Contract include the following:
    

[bullet] SWO--Systematic Withdrawal Option. SWO is a series of partial
         withdrawals from your Account based on a payment method you select. It
         is designed for those who want a periodic income while retaining
         investment flexibility for amounts accumulated under a Contract.

[bullet] ECO--Estate Conservation Option. ECO offers the same investment
         flexibility as SWO but is designed for those who want to receive only
         the minimum distribution that the Code requires each year. ECO is
         available only under Qualified Contracts. Under ECO, the Company
         calculates the minimum distribution amount required by law, and pays
         you that amount once a year. (See "Tax Status.")

   
      Other Systematic Distribution Options may be added from time to time.
Additional information relating to any of the Systematic Distribution Options
may be obtained from your local representative or from the Company at its Home
Office.

      If you select one of the Systematic Distribution Options, you will retain
all of the rights and flexibility permitted under the Contract during the
Accumulation Period. Your Account Value will continue to be subject to the
charges and deductions described in this Prospectus. Taking a withdrawal under
one of these Systematic
    

- --------------------------------------------------------------------------------
                                       11
<PAGE>

   
Distribution Options may have tax consequences. Any person concerned about tax
implications should consult a competent tax advisor prior to electing an
option.

      Once you elect a Systematic Distribution Option, you may revoke it any
time by submitting a written request to our Home Office. Once an option is
revoked, no other Systematic Distribution Option may be elected unless
permitted by the Code. The Company reserves the right to discontinue the
availability of one or all of these Systematic Distribution Options for new
elections at any time, and/or to change the terms of future elections.
    

                    DEATH BENEFIT DURING ACCUMULATION PERIOD
================================================================================

   
      A death benefit will be payable to the Beneficiary(ies) if the
Certificate Holder or the Annuitant dies before Annuity payments have
commenced. If the Account is owned jointly, the death benefit applies at the
death of the first joint Certificate Holder. Upon the death of a joint
Certificate Holder prior to the Annuity Date, the surviving Certificate Holder,
if any, will become the designated Beneficiary. Any other Beneficiary
designation on record with the Company at the time of death will be treated as
a contingent Beneficiary.

DEATH BENEFIT AMOUNT

      If approved by your state, upon the death of the Annuitant, the death
benefit proceeds will be the greater of:

(1)   The minimum guaranteed death benefit (described below) as of the date of
      death, plus any Purchase Payments made, and less any amount(s)
      surrendered, applied to an Annuity option or deducted from the Account,
      since the minimum guaranteed death benefit was determined, or

(2)   The Account Value on the Claim Date.

      The minimum guaranteed death benefit is determined as follows: On the
effective date of the Contract ("Effective Date"), the minimum guaranteed death
benefit equals the amount of the initial Purchase Payment. On each Effective
Date anniversary before the Annuitant reaches age 85, the minimum guaranteed
death benefit is the greater of:

(1)   The prior minimum guaranteed death benefit, plus any Purchase Payments
      made, and less any amount(s) surrendered, applied to an Annuity option or
      deducted from the Account, since the minimum guaranteed death benefit was
      previously determined, or

(2)   The Account Value on the Effective Date anniversary.

      After the Annuitant reaches age 85 the minimum guaranteed death benefit
is equal to the minimum guaranteed death benefit determined on the Effective
Date anniversary immediately preceding the date the Annuitant attained age 85
plus any Purchase Payments made, and less any amounts surrendered, applied to
an Annuity option or deducted from the Account.

      On the Claim Date, if the minimum guaranteed death benefit is greater
than the Account Value, the amount by which the minimum guaranteed death
benefit exceeds the Account Value is allocated to the money market Subaccount
available under the Contract. The Beneficiary may elect a death benefit option
as permitted unless the Certificate Holder has specified the form of payment to
the Beneficiary.

      Under Nonqualified Contracts only, if the Certificate Holder is not the
Annuitant and dies, the minimum guaranteed death benefit will not apply. The
amount paid on account of the death of the Certificate Holder will be equal to
the Adjusted Account Value on the Claim Date. Full or partial withdrawals may
be subject to a deferred sales charge. The Beneficiary may elect a death
benefit option available under the Contract unless the Certificate Holder has
specified the form of payment to the Beneficiary.

      If the spousal Beneficiary continued the Account at the death of the
Certificate Holder who was also the Annuitant, the spousal Beneficiary will
become the Annuitant and the minimum guaranteed death benefit will also apply
at the death of the spousal Beneficiary. The initial minimum guaranteed death
benefit equals the Account Value as adjusted for any minimum guaranteed death
benefit payable at the death of the original Certificate Holder/Annuitant.
Thereafter, the minimum guaranteed death benefit is determined as above.

      If the spousal Beneficiary continued the Account at the death of the
Certificate Holder who was not also the Annuitant, the Annuitant will not
change and the amount of death benefit proceeds payable upon the spousal
Beneficiary's death will be equal to the Adjusted Account Value on the Claim
Date, less any deferred sales charge.
    


- --------------------------------------------------------------------------------
                                       12
<PAGE>

   
      If the death benefit described above is not approved by your state, the
following death benefit shall apply:
    

      Upon the death of the Annuitant, the guaranteed death benefit proceeds
will be the greatest of:

(1)   the total Purchase Payment(s) applied to the Account, minus the sum of all
      amounts withdrawn, annuitized or deducted from such Account;

(2)   the highest step-up value as of the date of death. The step-up value is
      determined on each anniversary of the Effective Date, up to the
      Annuitant's 75th birthday (85th birthday for Contracts or Certificates
      issued in New York). Each step-up value is calculated as the Account Value
      on the Effective Date anniversary, increased by Purchase Payments applied,
      and decreased by partial withdrawals, annuitizations and deductions taken
      from the Account since the Effective Date anniversary; or

(3)   the Account Value as of the date of death.

   
      The excess, if any, of the guaranteed death benefit value over the
Account Value is determined as of the date of death. Any excess amount will be
deposited and allocated to the money market Subaccount available under the
Contract. The Account Value on the Claim Date plus any excess amount deposited
into the Account becomes the Certificate Holder's Account Value. The death
benefit paid will equal the Account Value when request for payment is made and
no deferred sales charge applies.

      Under Nonqualified Contracts only, if the Certificate Holder is not the
Annuitant and dies, the guaranteed death benefit will not apply. The amount of
death benefit proceeds will be equal to the Adjusted Account Value on the Claim
Date. Full or partial withdrawals may be subject to a deferred sales charge.

      If the spousal Beneficiary continued the Account after the death of the
Certificate Holder who was the Annuitant, the amount of the death benefit
proceeds payable upon the spousal Beneficiary's death will be equal to the
Adjusted Account Value on the Claim Date, less any deferred sales charge
applicable to any Purchase Payments made since the death of the Certificate
Holder/Annuitant.

      If the spousal Beneficiary continued the Account after the death of the
Certificate Holder who was not the Annuitant, the amount of death benefit
proceeds payable upon the spousal Beneficiary's death will be equal to the
Adjusted Account Value on the Claim Date. Full or partial withdrawals may be
subject to a deferred sales charge in accordance with the usual rules regarding
the deferred sales charge. (See "Deferred Sales Charge.") If this provision was
not approved in your state, the deferred sales charge will apply only to
Purchase Payments made since the death of the Certificate Holder.
    

      For amounts held in the Guaranteed Account, see the Appendix for a
discussion of the calculation of death benefit proceeds.

DEATH BENEFIT PAYMENT OPTIONS

      Death benefit proceeds may be paid to the Beneficiary as described below.
If you die and no Beneficiary exists, the death benefit will be paid in a lump
sum to your estate. Prior to any election by the Beneficiary, the Account Value
will remain in the Account and the Account Value will continue to be affected
by the investment performance of the investment option(s) selected. The
Beneficiary has the right to allocate or transfer any amount to any available
investment option (subject to a market value adjustment, as applicable). The
Code requires that distributions begin within a certain time period, as
described below. If no elections are made, no distributions will be made.
Failure to commence distributions within those time periods can result in tax
penalties.

   
      Nonqualified Contracts. Under a Nonqualified Contract, if you die, and
the Beneficiary is your surviving spouse, or if you are a nonnatural person and
the Annuitant dies, and the Beneficiary is the Annuitant's surviving spouse, he
or she automatically becomes the successor Certificate Holder. The successor
Certificate Holder may exercise all rights under the Account and (1) continue
in the Accumulation Period; (2) elect to apply some or all of the Adjusted
Account Value to any of the Annuity Options; or (3) receive at any time a lump
sum payment equal to all or a portion of the Adjusted Account Value. If you die
and you are not the Annuitant, any applicable deferred sales charge will be
applied if a lump sum payment is elected. Under the Code, distributions are not
required until the successor Certificate Holder's death.
    

      If you die and the Beneficiary is not your surviving spouse, he or she
may elect option (2) or (3) above. According to the Code, any portion of the
Adjusted Account Value not distributed in installments over the life or life
expectancy beginning within one year of your death, must be paid within five
years of your death. (See "Tax Status of the Contract.")

      If you are a natural person but not the Annuitant and the Annuitant dies,
the Beneficiary may elect to apply the Adjusted Account Value to an Annuity
Option within 60


- --------------------------------------------------------------------------------
                                       13
<PAGE>

days or to receive a lump sum payment equal to the Adjusted Account Value,
subject to state regulatory approval. If the Beneficiary does not elect an
Annuity Option within 60 days of the date of death, the gain, if any, will be
includable in the Beneficiary's income in the year the Annuitant dies.

      If SWO is in effect, payments will cease at the Certificate Holder's or
Annuitant's death. A Beneficiary, however, may elect to continue SWO.

   
      Qualified Contracts. Under a Qualified Contract, the death benefit is
paid at the death of the participant, who is the Annuitant under the Contract.
The Beneficiary has the following options: (1) apply some or all of the
Adjusted Account Value to any of the Annuity Options, subject to the
distribution rules in Code Section 401(a)(9), or (2) receive at any time a lump
sum payment equal to all or a portion of the Adjusted Account Value. If the
Account was established in conjunction with a Section 401(a) qualified pension
or profit sharing plan or a Section 457 deferred compensation plan, payment
will be made, as directed by the Certificate Holder, to either the Certificate
Holder or to the plan Beneficiary.
    

      If ECO or SWO is in effect and the participant dies before the required
beginning date for minimum distributions, payments will cease. A Beneficiary,
or the Certificate Holder on behalf of a plan Beneficiary, may elect ECO or SWO
provided the election would satisfy the Code minimum distribution rules.

      If ECO or SWO is in effect and the participant dies after the required
beginning date for minimum distributions, payments will continue as permitted
under the Code minimum distribution rules, unless the option is revoked.

      Death benefit payments must satisfy the distribution rules in Code
Section 401(a)(9). (See "Tax Status of the Contract.")

                                 ANNUITY PERIOD
================================================================================

ANNUITY PERIOD ELECTIONS

      You must notify us in writing of the date you want Annuity Payments to
start (the "Annuity Date") and the Annuity Option elected. Payments may not
begin earlier than one year after purchase, or, unless we consent, later than
the later of (a) the first day of the month following the Annuitant's 85th
birthday, or (b) the tenth anniversary of the last Purchase Payment (fifth
anniversary for Contracts issued in Pennsylvania). For Contracts or
Certificates issued in New York, Annuity Payments may not begin later than the
first day of the month following the Annuitant's 90th birthday.

      Annuity Payments will not begin until you have selected an Annuity Date
and an Annuity Option. Until a date and option are elected, the Account will
continue in the Accumulation Period.

   
      As of  January 1, 1997, the Code generally requires that for Qualified
Contracts, other than IRAs and for five-percent owners in other Qualified
Contracts, minimum annual distributions of the Account Value begin by April 1st
of the calendar year following the calendar year in which a participant attains
age 70-1/2 or retires, whichever occurs later. For IRA depositors and for
five-percent owners, minimum distributions must begin by April 1 of the
calendar year following the calendar year in which the participant attains age
70-1/2. In addition, distributions must be in a form and amount sufficient to
satisfy the Code requirements. These requirements may be satisfied by the
election of certain Annuity Options or Systematic Distribution Options. (See
"Tax Status.") For Nonqualified Contracts, failure to select an Annuity Option
and an Annuity Date, or postponement of the Annuity Date past the Annuitant's
85th birthday or tenth anniversary of your last Purchase Payment may have
adverse tax consequences. You should consult with a qualified tax adviser if
you are considering such a course of action.
    

      At least 30 days prior to the Annuity Date, you must notify us in writing
of the following:

[bullet] the date on which you would like Annuity Payments to begin;

[bullet] the Annuity Option under which you want payments to be calculated and
         paid;

[bullet] whether the payments are to be made monthly, quarterly, semi-annually
         or annually; and

[bullet] the investment option(s) used to provide Annuity Payments (i.e., a
         fixed Annuity using the general account or a variable Annuity using
         any of the Subaccounts available at the time of annuitization or a
         combination of the two).

   
      Once Annuity Payments begin, the Annuity Option may not be changed.
    

PARTIAL ANNUITIZATION

      You may elect an Annuity Option with respect to a portion of your Account
Value, while leaving the remaining


- --------------------------------------------------------------------------------
                                       14
<PAGE>

portion of your Account Value invested in the Accumulation Period. The Code and
the regulations do not specifically address the tax treatment applicable to
payments provided in this way. Whether such payments are taxable as annuity
payments or as withdrawals is currently unclear; therefore, you should consult
with a qualified tax adviser if you are considering a partial annuitization of
your Account.

ANNUITY OPTIONS
      The Certificate Holder may choose one of the following Annuity Options:

Lifetime Annuity Options:

[bullet] Option 1--Life Annuity--An annuity with payments ending on the
         Annuitant's death.

[bullet] Option 2--Life Annuity with Guaranteed Payments--An annuity with
         payments guaranteed for 5-30 years.

   
*[bullet] Option 3--Life Annuity with Cash Refund Feature--An annuity with a
          cash refund feature. Payments are guaranteed for the amount applied
          to the Annuity Option. If the Annuitant dies before the amount
          applied to the Annuity Option (less any applicable premium tax) has
          been paid, any remaining balance will be paid in one sum to the
          Beneficiary. This option is available only when all payments are as a
          fixed Annuity.
    

[bullet] Option 4--Life Annuity Based Upon the Lives of Two Annuitants--An
         annuity paid during the lives of the Annuitant and a second Annuitant.
         The Certificate Holder selects an Annuity with 100%, 66-2/3% or 50% of
         the payment to continue after the first death, or an Annuity with 100%
         of the payment to continue at the death of the second Annuitant and
         50% of the payment to continue at the death of the Annuitant.

[bullet] Option 5--Life Annuity Based Upon the Lives of Two Annuitants with
         Guaranteed Payments--An Annuity with Payments for a minimum of 5-30
         years, with 100% of the payment to continue after the first death.

   
*[bullet] Option 6--Life Annuity Based Upon the Lives of Two Annuitants with a
          Cash Refund Feature--An Annuity with 100% of the payment to continue
          after the first death with a cash refund feature. Payments are
          guaranteed for the amount applied to the Annuity Option. If both
          Annuitants die prior to the total payment of the amount applied to
          the Annuity Option (less any premium tax), any remaining balance will
          be paid in one sum to the Beneficiary. This option is available only
          when all payments are as a Fixed Annuity.
    

*(If approved by your state.)

      If Option 1 or 4 is elected, it is possible that only one Annuity Payment
will be made if the Annuitant under Option 1, or the surviving Annuitant under
Option 4, should die prior to the due date of the second Annuity Payment. Once
lifetime Annuity payments begin, the Certificate Holder cannot elect to receive
a lump-sum settlement.

Nonlifetime Annuity Option:

      Under the nonlifetime option, payments may be made for generally 5-30
years, as selected by the Certificate Holder. If this option is elected as a
variable Annuity, the Certificate Holder may request that the present value of
all or any portion of the remaining variable payments be paid in one sum.
However, any lump-sum elected before three years of payments have been
completed will be treated as a withdrawal during the Accumulation Period and
any applicable deferred sales charge will be assessed. (See "Charges and
Deductions--Deferred Sales Charge.") If the nonlifetime option is elected on a
fixed basis, you cannot elect to receive a lump-sum settlement.

      We may also offer additional Annuity Options under your Contract from
time to time. You can call the number listed in the "Inquiries" section of the
Prospectus Summary, to determine which options are available and the terms of
such options. Additional or enhanced options may not be available to those
already receiving Annuity payments.

ANNUITY PAYMENTS

   
      Date Payments Start. When payments start, the age of the Annuitant plus
the number of years for which payments are guaranteed must not exceed 95. For
Qualified Contracts only, Annuity Payments may not extend beyond (a) the life
of the Annuitant, (b) the joint lives of the Annuitant and Beneficiary, (c) a
period certain greater than the Annuitant's life expectancy, or (d) a period
certain greater than the joint life expectancies of the Annuitant and
Beneficiary.

      Amount of Each Annuity Payment. The amount of each payment depends on how
you allocate your Account Value between fixed and variable payouts (some
options require that all payments be made on a fixed basis). No election may be
made that would result in the first Annuity Payment of less than $50, or total
yearly Annuity Payments of less than $250 (less if required by state law). If
the Account Value on the Annuity Date is insufficient to elect an option for
the minimum amount specified, a lump-sum payment must be elected. We reserve
the right to increase the minimum first
    


- --------------------------------------------------------------------------------
                                       15
<PAGE>

Annuity Payment amount and the minimum annual Annuity Payment amount based on
increases reflected in the Consumer Price Index-Urban (CPI-U), since July 1,
1993.

      If Annuity Payments are to be made on a variable basis, the first and
subsequent payments will vary depending on the assumed net investment rate
selected (3-1/2% or 5% per annum). Selection of a 5% rate causes a higher first
payment, but Annuity Payments will increase thereafter only to the extent that
the net investment rate exceeds 5% on an annualized basis. Annuity Payments
would decline if the rate were below 5%. Use of the 3-1/2% assumed rate causes a
lower first payment, but subsequent payments would increase more rapidly or
decline more slowly as changes occur in the net investment rate. (See the
Statement of Additional Information for further discussion on the impact of
selecting an assumed net investment rate.)

CHARGES DEDUCTED DURING THE ANNUITY PERIOD

      We make a daily deduction for mortality and expense risks from any
amounts held on a variable basis. Therefore, electing the nonlifetime option on
a variable basis will result in a deduction being made even though we assume no
mortality risk. We may also deduct a daily administrative charge from amounts
held under the variable options. This charge, established when a variable
Annuity Option is elected, will not exceed 0.25% per year of amounts held on a
variable basis. Once established, the charge will be effective during the
entire Annuity Period. (See "Charges and Deductions.")

DEATH BENEFIT PAYABLE DURING THE ANNUITY PERIOD

      The death benefit, if any, due when the Annuitant dies after Annuity
Payments have begun, will depend on the terms of the Contract and the Annuity
Option selected. If Option 1 or Option 4 was elected, Annuity Payments will
cease on the death of the Annuitant under Option 1 or the death of the
surviving Annuitant under Option 4.

   
      If Lifetime Option 2 or Option 5 was elected and the death of the
Annuitant under Option 2, or the surviving Annuitant under Option 5, occurs
prior to the end of the guaranteed minimum payment period, we will continue
payments to the Beneficiary unless the Beneficiary elects a lump sum, provided
the Certificate Holder has not prohibited such an election in the Beneficiary
designation.

      If the nonlifetime option was elected, and the Annuitant dies before all
payments are made, the value of any remaining payments will be paid to the
Beneficiary unless the Beneficiary elects a lump sum, provided the Certificate
Holder has not prohibited such an election in the Beneficiary designation.
    

      When the Annuitant dies after Annuity Payments have begun and if there is
a death benefit payable under the Annuity option elected, the remaining value
must be distributed to the Beneficiary at least as rapidly as under the
original method of distribution.

      Any lump-sum payment paid under the applicable lifetime or nonlifetime
Annuity options will be made within seven calendar days after acceptable proof
of death, and a request for payment are received at our Home Office. The value
of any death benefit proceeds will be determined as of the next Valuation Date
after we receive acceptable proof of death and a request for payment. Under
Options 2 and 5, such value will be reduced by any payments made after the date
of death.

                                   TAX STATUS
================================================================================

INTRODUCTION

      The following provides a general discussion and is not intended as tax
advice. This discussion reflects the Company's understanding of current federal
income tax law. Such laws may change in the future, and it is possible that any
change could be retroactive (i.e., effective prior to the date of the change).
In addition, this discussion does not cover the potential application of
federal estate and gift tax laws, or state, local or any other tax law. The
Company makes no guarantee regarding the tax treatment of any contract or
transaction involving a Contract.

      The Contract may be purchased on a non-tax qualified basis ("Nonqualified
Contract") or purchased and used in connection with certain retirement
arrangements entitled to special income tax treatment under Section 401(a),
403(b), 408(b) or 457 of the Code ("Qualified Contracts"). The ultimate effect
of federal income taxes on the amounts held under a Contract, on Annuity
payments, and on the economic benefit to the Contract Holder, Certificate
Holder or Beneficiary may depend upon the tax status of the individual
concerned. Any person concerned about these tax implications should consult a
competent tax adviser before initiating any transaction.

TAXATION OF THE COMPANY

      The Company is taxed as a life insurance company under the Code. Since
the Separate Account is not an entity separate


- --------------------------------------------------------------------------------
                                       16
<PAGE>

from the Company, it will not be taxed separately as a "regulated investment
company" under the Code. Investment income and realized capital gains are
automatically applied to increase reserves under the Contracts. Under existing
federal income tax law, the Company believes that the Separate Account
investment income and realized net capital gains will not be taxed to the
extent that such income and gains are applied to increase the reserves under
the Contracts.

      Accordingly, the Company does not anticipate that it will incur any
federal income tax liability attributable to the Separate Account and,
therefore, the Company does not intend to make provisions for any such taxes.
However, if changes in the federal tax laws or interpretation thereof result in
the Company being taxed on income or gains attributable to the Separate
Account, then the Company may impose a charge against the Separate Account
(with respect to some or all Contracts) in order to set aside provisions to pay
such taxes.

TAX STATUS OF THE CONTRACT

      Diversification. Section 817(h) of the Code requires that with respect to
Nonqualified Contracts, the investments of the Funds be "adequately
diversified" in accordance with Treasury Regulations in order for the Contracts
to qualify as annuity contracts under federal tax law. The Separate Account,
through the Funds, intends to comply with the diversification requirements
prescribed by the Treasury in Reg. Sec. 1.817-5, which affects how the Funds'
assets may be invested.

      In addition, in certain circumstances, owners of variable annuity
contracts may be considered the owners, for federal income tax purposes, of the
assets of the separate accounts used to support their contracts. In these
circumstances, income and gains from the separate account assets would be
includible in the variable contract owner's gross income. The IRS has stated in
published rulings that a variable contract owner will be considered the owner
of separate account assets if the owner possesses incidents of investment
control over the assets. The ownership rights under the contract are similar
to, but different in certain respects from those described by the IRS in
rulings in which it was determined that owners were not owners of separate
account assets. For example, a Certificate Holder has additional flexibility in
allocating premium payments and account values. In addition, the number of
funds provided under the Contract is significantly greater than the number of
funds offered in contracts on which rulings have been issued. These differences
could result in a Certificate Holder being treated as the owner of a pro rata
portion of the assets of the Separate Account. The Company reserves the right
to modify the Contract as necessary to attempt to prevent a Certificate Holder
from being considered the owner of a pro rata share of the assets of the
Separate Account.

   
      Required Distributions--Nonqualified Contracts: In order to be treated as
an annuity contract for federal income tax purposes, Section 72(s) of the Code
requires Nonqualified Contracts to provide that (a) if any Certificate Holder
dies on or after the Annuity Date but prior to the time the entire interest in
the Contract has been distributed, the remaining portion of such interest will
be distributed at least as rapidly as under the method of distribution in
effect at the time of the Certificate Holder's death, and (b) if any
Certificate Holder dies prior to the Annuity Date, the entire interest in the
Contract will be distributed within five years after the date of such
Certificate Holder's death. These requirements will be considered satisfied as
to any portion of a Certificate Holder's interest which is payable to or for
the benefit of a "designated beneficiary" and which is distributed over the
life of such "designated beneficiary" or over a period not extending beyond the
life expectancy of that beneficiary, provided that such distributions begin
within one year of the Certificate Holder's death. The "designated beneficiary"
refers to a natural person designated by the Certificate Holder as a
Beneficiary and to whom ownership of the contract passes by reason of death.
However, if the "designated beneficiary" is the surviving spouse of the
deceased Certificate Holder, the Account may be continued with the surviving
spouse as the new Certificate Holder. If the Certificate Holder is a
non-natural person, the surviving spouse who is the "designated beneficiary" of
the deceased Annuitant may continue the Account.
    

      The Nonqualifed Contracts contain provisions which are intended to comply
with the requirements of Section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. The Company intends to
review such provisions and modify them if necessary to assure that they comply
with the requirements of Code Section 72(s) when clarified by regulation or
otherwise.

      The discussion under "Taxation of Annuities" below is based on the
assumption that the Contract qualifies as an annuity contract for federal
income tax purposes.

      Required Distributions--Qualified Contracts: The Code has required
distribution rules for Section 401(a), 403(b) and 457 Plans and Individual
Retirement Annuities.


- --------------------------------------------------------------------------------
                                       17
<PAGE>

   
Other than for IRAs and for five-percent owners in other Qualified Contracts,
distributions must generally begin by April 1 of the calendar year following
the calendar year in which the participant attains age 70-1/2 or retires,
whichever occurs later. For IRA depositors and for five-percent owners, minimum
distributions must begin by April 1 of the calendar year following the calendar
year in which the participant attains age 70-1/2. Under 403(b) plans, if the
Company maintains separate records, distribution of amounts held as of December
31, 1986 must generally begin by the end of the calendar year in which the
participant attains age 75 (or retires, whichever occurs later). However,
special rules require that some or all of the balance be distributed earlier if
any distributions are taken in excess of the minimum required amount.
    

      To comply with these provisions, distributions must be in a form and
amount sufficient to satisfy the minimum distribution and minimum distribution
incidental death benefit rules specified in Section 401(a) (9) of the Code.

      In general, annuity payments must be distributed over the participant's
life or the joint lives of the participant and beneficiary, or over a period
not greater than the participant's life expectancy or the joint life
expectancies of the participant and beneficiary. Also, any distribution under a
Section 457 Plan payable over a period of more than one year must be made in
substantially nonincreasing amounts.

      If the participant dies on or after the required beginning date for
minimum distributions, distributions to the beneficiary must be made at least
as rapidly as the method of distribution in effect at the time of the
participant's death. However, if the required minimum distribution is
calculated each year based on the participant's single life expectancy or the
joint life expectancies of the participant and beneficiary, the regulations for
Code Section 401(a)(9) provide specific rules for calculating the required
minimum distributions at the participant's death. For example, if ECO was
elected with the calculation based on the participant's single life expectancy,
and the life expectancy is recalculated each year, the recalculated life
expectancy becomes zero in the calendar year following the participant's death
and the entire remaining interest must be distributed to the beneficiary by
December 31 of the year following the participant's death. However, a spousal
beneficiary, other than under a Section 457 Plan, has certain rollover rights
which can only be exercised in the year of the participant's death. The rules
are complex and the participant should consult a tax adviser before electing
the method of calculation to satisfy the minimum distribution requirements.

      If the participant dies before the required beginning date for minimum
distributions, the entire interest must be distributed by December 31 of the
calendar year containing the fifth anniversary of the date of the participant's
death. Alternatively, payments may be made over the life of the beneficiary or
over a period not extending beyond the life expectancy of the beneficiary, not
to exceed 15 years for a non-spousal beneficiary under a Section 457 Plan,
provided the distribution begins to a non-spouse beneficiary by December 31 of
the calendar year following the calendar year of the participant's death. If
payments are made to a spousal beneficiary, distributions must begin by the
later of December 31 of the calendar year following the calendar year of the
death or December 31 of the calendar year in which the participant would have
attained age 70-1/2.

      An exception applies for a spousal beneficiary under an Individual
Retirement Annuity. In lieu of taking a distribution under these rules, a
spousal Beneficiary may elect to treat the Account as his or her own IRA and
defer taking a distribution until his or her age 70-1/2. The surviving spouse is
deemed to have made such an election if the surviving spouse makes a rollover
to or from the Account or fails to take a distribution within the required time
period.

      If the participant or beneficiary fails to take the required minimum
distribution for any tax year, a 50% excise tax is imposed on the required
amount that was not distributed.

TAXATION OF ANNUITY CONTRACTS

      In General: Section 72 of the Code governs taxation of annuities in
general. The Company believes that a Certificate Holder under a Nonqualified
Contract who is a natural person generally is not taxed on increases in the
Account Value until distribution occurs by withdrawing all or part of such
Account Value (e.g., withdrawals or Annuity Payments under the Annuity Option
elected). The taxable portion of a distribution (in the form of a single sum
payment or an Annuity) is taxable as ordinary income.

      Non-Natural Holders of a Nonqualified Contract: If the Certificate Holder
is not a natural person, a Nonqualified Contract is not treated as an annuity
for income tax purposes and the "income on the contract" for the taxable year
is currently taxable as ordinary income. "Income on the contract" is any
increase over the year in the Surrender Value, adjusted for Purchase Payments
made


- --------------------------------------------------------------------------------
                                       18
<PAGE>

during the year, amounts previously distributed and amounts previously included
in income. There are some exceptions to the rule and a non-natural person
should consult with its tax adviser prior to purchasing this Contract. A
non-natural person exempt from federal income taxes should consult with its tax
adviser regarding treatment of "income on the contract" for purposes of the
unrelated business income tax. When the Certificate Holder is not a natural
person, the Annuitant is considered the Certificate Holder for the purpose of
meeting the required distribution-at-death rules. In addition, when the
Certificate Holder is not a natural person, a change in Annuitant is treated as
the death of the Certificate Holder.

      The following discussion generally applies to Qualified Contracts or
Nonqualified Contracts owned by a natural person.

      Withdrawals: In the case of a withdrawal under a Qualified Contract,
including withdrawals under SWO or ECO, the amount taxable is generally based
on the ratio of the "investment in the contract" to Account Value. The
"investment in the contract" generally equals the amount of any nondeductible
Purchase Payments paid by or on behalf of any individual less any amount
received previously which was excludable from gross income. For a Qualified
Contract, the "investment in the contract" can be zero. Special tax rules may
be available for certain distributions from a Qualified Contract.

      With respect to Nonqualified Contracts, partial withdrawals, including
withdrawals under SWO, are generally treated as taxable income to the extent
that the Account Value immediately before the withdrawal exceeds the
"investment in the contract" at that time. The Account Value immediately before
a withdrawal may have to be increased by any positive market value adjustment
(MVA) that results from such a withdrawal. There is, however, no definitive
guidance on the proper tax treatment of MVAs in these circumstances, and a
Certificate Holder should contact a competent tax advisor with respect to the
potential tax consequences of any MVA that arises as a result of a partial
withdrawal.

      Full withdrawals of a Nonqualified Contract are treated as taxable income
to the extent that the amount received exceeds the "investment in the
contract."

      Annuity Payments: Although the tax consequences may vary depending on the
Annuity Payment elected under the Contract, in general, only the portion of the
Annuity Payment that represents the amount by which the Account Value exceeds
the "investment in the contract" will be taxed; after the "investment in the
contract" is recovered, the full amount of any additional annuity payments is
taxable. For variable Annuity Payments, the taxable portion is generally
determined by an equation that establishes a specific dollar amount of each
payment that is not taxed. The dollar amount is determined by dividing the
"investment in the contract" by the total number of expected periodic payments.
However, the entire distribution will be taxable once the recipient has
recovered the dollar amount of his or her "investment in the contract." For
fixed annuity payments, in general there is no tax on the portion of each
payment which represents the same ratio that the "investment in the contract"
bears to the total expected value of the Annuity Payments for the term of the
payments; however, the remainder of each Annuity Payment is taxable. Once the
"investment in the contract" has been fully recovered, the full amount of any
additional Annuity Payments is taxable. If Annuity Payments cease as a result
of an Annuitant's death before full recovery of the "investment in the
contract," consult a competent tax advisor regarding deductibility of the
unrecovered amount.

      Penalty Tax: In the case of a distribution pursuant to a Nonqualified
Contract, or a Qualified Contract other than a Qualified Contract sold in
conjunction with a Code Section 457 Plan, there may be imposed a federal income
tax penalty equal to 10% of the amount treated as taxable income.

      In general, there is no penalty tax on distributions from a Nonqualified
Contract: (1) made on or after the date on which the taxpayer attains age
59-1/2; (2) made as a result of the death of the Certificate Holder; (3)
attributable to the taxpayer's total and permanent disability; (4) received in
substantially equal periodic payments (at least annually) over the life or life
expectancy of the taxpayer or the joint lives or joint life expectancies of the
taxpayer and a "designated beneficiary;" or (5) allocable to "investment in the
contract" before August 14, 1982.

      If a distribution is made from a Qualified Contract sold in conjunction
with a Section 401(a) Plan or Section 403(b) Plan, the penalty tax will not
apply on distribution made when the participant (a) attains age 59-1/2, (b)
becomes permanently and totally disabled, (c) dies, (d) separates from service
with the plan sponsor at or after age 55, (e) rolls over the distribution
amount to another plan of the same type in accordance with the terms of the
Code, or (f) takes the distributions in substantially equal periodic payments
(at least annually) over his or her life or life


- --------------------------------------------------------------------------------
                                       19
<PAGE>

expectancy or the joint lives or joint life expectancies of the participant and
plan beneficiary, provided the participant has separated from service with the
plan sponsor. In addition, the penalty tax does not apply for the amount of a
distribution equal to unreimbursed medical expenses incurred by the participant
that qualify for deduction as specified in the Code. The Code may impose other
penalty taxes in other circumstances.

   
      In general, the same exceptions described in the preceding paragraph will
apply to distributions made from an Individual Retirement Annuity. Beginning
January 1, 1997, the penalty tax is also waived on distributions made from an
IRA to pay for health insurance premiums for certain unemployed individuals.
Beginning January 1, 1998, the penalty tax is waived if the amounts withdrawn
are used for a qualified first-time home purchase or for higher education
expenses.
    

      Taxation of Death Benefit Proceeds: Amounts may be distributed from the
Contract because of the death of a Certificate Holder or the Annuitant.
Generally, such amounts are includible in the income of the recipient as
follows: (1) if distributed in a lump sum, they are taxed in the same manner as
a full surrender as described above, or (2) if distributed under an Annuity
Option, they are taxed in the same manner as Annuity Payments, as described
above.

      Transfers, Assignments or Exchanges of the Contract: A transfer of
ownership of a Contract, the designation of an Annuitant, payee or other
Beneficiary who is not also a Certificate Holder, the selection of certain
Annuity Dates, or the exchange of a Contract may result in certain tax
consequences. The assignment, pledge, or agreement to assign or pledge any
portion of the Account Value generally will be treated as a distribution. The
assignment or transfer of ownership of a Qualified Contract generally is not
allowed. Anyone contemplating any such designation, transfer, assignment,
selection, or exchange should contact a competent tax adviser with respect to
the potential tax effects of such a transaction.

      Multiple Contracts: All deferred nonqualified annuity contracts that are
issued by the Company (or its affiliates) to the same owner during any calendar
year are treated as one annuity contract for purposes of determining the amount
includible in gross income under Section 72(e) of the Code. In addition, the
Treasury Department has specific authority to issue regulations that prevent
the avoidance of Section 72(e) through the serial purchase of annuity contracts
or otherwise. Congress has also indicated that the Treasury Department may have
authority to treat the combination purchase of an immediate annuity contract
and separate deferred annuity contracts as a single annuity contract under its
general authority to prescribe rules as may be necessary to enforce the income
tax laws.

   
CONTRACTS USED WITH CERTAIN RETIREMENT PLANS

      Qualified Contracts in General: The Qualified Contract is designed for
use as an Individual Retirement Annuity or as a Contract used in connection
with certain employer sponsored retirement plans. The tax rules applicable to
participants and beneficiaries in Qualified Contracts are complex. Special
favorable tax treatment may be available for certain types of contributions and
distributions. Adverse tax consequences may result from contributions in excess
of specified limits; distributions prior to age 59-1/2 (subject to certain
exceptions); distributions that do not conform to specified commencement and
minimum distribution rules; aggregate distributions in excess of a specified
annual amount; and in other specified circumstances.
    

      The Company makes no attempt to provide more than general information
about use of the Contracts with the various types of retirement plans.
Participants and beneficiaries under Qualified Contracts may be subject to the
terms and conditions of the retirement plans themselves, in addition to the
terms and conditions of the Contract issued in connection with such plans. Some
retirement plans are subject to distribution and other requirements that are
not incorporated in the provisions of the Contracts. Purchasers are responsible
for determining that contributions, distributions and other transactions with
respect to the Contracts satisfy applicable laws, and should consult their
legal counsel and tax adviser regarding the suitability of the Contract.

      Section 457 Plans. Code Section 457 provides for certain deferred
compensation plans. These plans may be offered with respect to service for
state governments, local governments, political subdivisions, agencies,
instrumentalities and certain affiliates of such entities, and tax exempt
organizations. These plans are subject to various restrictions on contributions
and distributions. The plans may permit participants to specify the form of
investment for their deferred compensation account. Prior to the August 20,
1996 enactment of the Small Business Job Protection Act of 1996 (the "Small
Business Act") compensation deferred under the plans, all property and rights
purchased with such amounts, and all income attributable to such amounts,
property or rights remained solely the property and rights of the employer
(without being restricted to the provision of


- --------------------------------------------------------------------------------
                                       20
<PAGE>

benefits) subject only to the claims of the employer's general creditors. For
that reason, depending on the terms of the particular plan, the employer may
have been entitled to draw on deferred amounts for purposes unrelated to its
Section 457 plan obligations.

      Under the Small Business Act, plans maintained by State or local
governments, their political subdivisions, agencies, instrumentalities and
certain affiliates will be required to hold all assets and income of the Plan
in trust for the exclusive benefit of plan participants and their
beneficiaries. For purposes of meeting the new requirement, custodial accounts
and annuity contracts are treated as trusts. State and local government plans
that were in existence on August 20, 1996 are allowed a transition period that
ends January 1, 1999 to comply with the new requirement.

      In general, all amounts received under a Section 457 plan are taxable and
reportable to the IRS as taxable income. Also, all amounts except death benefit
proceeds are subject to federal income tax withholding as wages. If we make
payments directly to a participant on behalf of the employer as owner, we will
withhold federal taxes (and state taxes, if applicable).

      The Code imposes a maximum limit on annual Purchase Payments which may be
excluded from the participant's gross income. Such limit is generally the
lesser of $7,500 (as adjusted to reflect changes in the cost of living) or
33-1/3% of the participant's includible compensation (25% of gross
compensation).

      Section 401(a) Plans. Section 401(a) permits corporate employers to
establish various types of retirement plans for employees, and permits
self-employed individuals to establish various types of retirement plans for
themselves and for their employees. These retirement plans may permit the
purchase of the Contract to accumulate retirement savings under the plans.
Adverse tax consequences to the plan, to the participant or to both may result
if this Contract is assigned or transferred to an individual except to a
participant as a means to provide benefit payments.

      The Code imposes a maximum limit on annual Purchase Payments that may be
excluded from a participant's gross income. Such limit must be calculated under
the Plan by the employer in accordance with Section 415 of the Code. This limit
is generally the lesser of 25% of the participant's compensation or $30,000. In
addition, Purchase Payments will be excluded from a participant's gross income
only if the Section 401(a) Plan meets certain nondiscrimination requirements.

      All distributions will be taxed as they are received unless the
distribution is rolled over to another plan of the same type or to an
individual retirement annuity/account ("IRA") in accordance with the Code, or
unless the participant has made after-tax contributions to the plan, which are
not taxed upon distribution. The Code has specific rules that apply, depending
on the type of distribution received, if after-tax contributions were made.

      In general, payments received by a beneficiary after the participant's
death are taxed in the same manner as if the participant had received those
payments, except that a limited death benefit exclusion may apply for payments
due to deaths that occurred on or before August 20, 1996. This exclusion no
longer applies to payments due to deaths occurring after August 20, 1996.


      Section 403(b) Plans. Under Section 403(b), contributions made by public
school systems or nonprofit healthcare organizations and other Section
501(c)(3) tax exempt organizations to purchase annuity contracts for their
employees are generally excludable from the gross income of the employee.

      In order to be excludable from taxable income, total annual contributions
made by the participant and his or her employer cannot exceed either of two
limits set by the Code. The first limit, under Section 415, is generally the
lesser of 25% of includible compensation or $30,000. The second limit, which is
the exclusion allowance under Section 403(b), is usually calculated according
to a formula that takes into account the participant's length of employment and
any pretax contributions to certain other retirement plans. These two limits
apply to the participant's contributions as well as to any contributions made
by the employer on behalf of the participant. There is an additional limit that
specifically limits salary reduction contributions to generally no more than
$9,500 annually (subject to indexing); a participant's own limit may be higher
or lower, depending on certain conditions. In addition, Purchase Payments will
be excluded from a participant's gross income only if the Plan meets certain
nondiscrimination requirements.

   
      Section 403(b)(11) restricts the distribution under Section 403(b)
contracts of: (1) salary reduction contributions made after December 31, 1988;
(2) earnings on those contributions; and (3) earnings during such period on
amounts held as of December 31, 1988. Distribution of those
    


- --------------------------------------------------------------------------------
                                       21
<PAGE>

amounts may only occur upon death of the participant, attainment of age 59-1/2,
separation from service, total and permanent disability, or financial hardship.
In addition, income attributable to salary reduction contributions may not be
distributed in the case of hardship.

INDIVIDUAL RETIREMENT ANNUITIES AND SIMPLIFIED EMPLOYEE PENSION PLANS

      Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an Individual Retirement Annuity,
hereinafter referred to as an "IRA." Also, distributions from certain other
types of qualified plans may be "rolled over" on a tax-deferred basis into an
IRA. Employers may establish Simplified Employee Pension (SEP) Plans and
contribute to an IRA owned by the employee. Purchasers of a Qualified Contract
for use with IRAs will be provided with supplemental information required by
the Internal Revenue Service. Purchasers should seek competent advice as to the
suitability of the Contract for use with IRAs.

WITHHOLDING

      Pension and annuity distributions generally are subject to withholding
for the recipient's federal income tax liability at rates that vary according
to the type of distribution and the recipient's tax status. Recipients may be
provided the opportunity to elect not to have tax withheld from distributions;
however, certain distributions from Section 401(a) Plans and Section 403(b)
tax-deferred annuities are subject to mandatory 20% federal income tax
withholding. We will report to the IRS the taxable portion of all
distributions.


                                 MISCELLANEOUS
================================================================================

DISTRIBUTION

      The Company will serve as the principal underwriter for the securities
sold by this Prospectus. The Company is registered as a broker-dealer with the
Securities and Exchange Commission ("SEC") and is a member of the National
Association of Securities Dealers, Inc. ("NASD"). As principal underwriter, the
Company will contract with one or more registered broker-dealers, or with banks
that may be acting as broker-dealers without separate registration under the
Securities Exchange Act of 1934 pursuant to legal and regulatory exceptions
("Distributors") to offer and sell the Contracts. The Company and one or more
of its affiliates may also sell the Contracts directly. All individuals
offering and selling the Contracts must either be registered representatives of
a broker-dealer, or employees of a bank exempt from registration under the
Securities Exchange Act of 1934, and must also be licensed as insurance agents
to sell variable annuity contracts.

      {From time to time, the Company may offer customers of certain
broker-dealers special guaranteed rates in connection with the Guaranteed
Account offered through the Contracts, and may negotiate different commissions
for these broker-dealers.}

      {The Company may also contract with independent third party broker-dealers
who will act as wholesalers by assisting the Company in finding broker-dealers
or banks interested in acting as Distributors for the Company. These
wholesalers may also provide training, marketing and other sales related
functions for the Company and the Distributors and may provide certain
administrative services to the Company in connection with the Contracts. The
Company may pay such wholesalers compensation based on Purchase Payments for
the Contracts purchased through Distributors selected by the wholesaler.}

      {The Company may also designate third parties to provide services in
connection with the Contracts such as reviewing applications for completeness
and compliance with insurance requirements and providing the Distributors with
approved marketing material, prospectuses or other supplies. These parties will
also receive payments based on Purchase Payments for their services, to the
extent such payments are allowed by applicable securities laws. All costs and
expenses related to these services will be paid by the Company.}

      [Federated Securities Corp. ("FES"), an affiliate of the adviser to the 
Funds in the Federated Insurance Series, may enter into agreements with some of 
the Distributors to provide services to customers in connection with Funds
acquired through the Contracts. These services will include providing customers 
with information concerning the Funds, their investment objectives, policies 
and limitations; portfolio securities; performance, responding to customer 
inquiries and providing such other services as the parties may agree. Fees 
paid to FSC to Distributors for these services may be based on the total number 
of assets in the Funds attributable to the Distributor's customers.]

      Payment of Commissions. {We pay Distributors and their Registered
Representatives who sell the Contracts commissions and service fees. In limited
circumstances, we also pay certain of these professionals compensation,
overrides or reimbursement for expenses associated with the distribution of the
Contract. In total, the compensation amounts are considered equivalent to
approximately 7.5% of the Purchase Payments credited to the Contract over the
Contract's estimated life. In addition, some sales personnel may receive
various types of non-cash compensation as special sales incentives, including
trips and educational and/or business seminars. Supervisory and other
management personnel of the Company may receive compensation that will vary
based on the relative profitablity to the Company of the funding options you


- --------------------------------------------------------------------------------
                                       22
<PAGE>

select. Funding options that invest in Funds advised by the Company or its
affiliates are generally more profitable to the Company.}

      {We pay these commissions, fees and related distribution expenses out of
any deferred sales charges assessed or out of our general assets, including
investment income and any profit from investment advisory fees and mortality
and expense risk charges. No additional deductions or charges are imposed for
commissions and related expenses.}


DELAY OR SUSPENSION OF PAYMENTS

      The Company reserves the right to suspend or postpone the date of payment
for any benefit or values (a) on any Valuation Date on which the New York Stock
Exchange ("Exchange") is closed (other than customary weekend and holiday
closings) or when trading on the Exchange is restricted; (b) when an emergency
exists, as determined by the SEC, so that disposal of securities held in the
Subaccounts is not reasonably practicable or it is not reasonably practicable
for the Company fairly to determine the value of the Subaccount's assets; or
(c) during such other periods as the SEC may by order permit for the protection
of investors. The conditions under which restricted trading or an emergency
exists shall be determined by the rules and regulations of the SEC.

PERFORMANCE REPORTING

      From time to time, the Company may advertise different types of
historical performance for the Subaccounts of the Separate Account. The Company
may advertise the "standardized average annual total returns" of the
Subaccounts, calculated in a manner prescribed by the SEC, as well as the
"non-standardized returns." "Standardized average annual total returns" are
computed according to a formula in which a hypothetical investment of $1,000 is
applied to the Subaccount and then related to the ending redeemable values over
the most recent one, five and ten-year periods (or since inception, if less
than ten years). Standardized returns will reflect the reduction of all
recurring charges during each period (e.g., mortality and expense risk charges,
annual maintenance fees, administrative charge and any applicable deferred
sales charge). "Non-standardized returns" will be calculated in a similar
manner, except that non-standardized figures will not reflect the deduction of
any applicable deferred sales charge (which would decrease the level of
performance shown if reflected in these calculations). The non-standardized
figures may also include monthly, quarterly, year-to-date and three-year
periods.

      The Company may also advertise certain ratings, rankings or other
information related to the Company, the Subaccounts or the Funds. Further
details regarding performance reporting and advertising are described in the
Statement of Additional Information.

VOTING RIGHTS

      Each Contract Holder may direct us in the voting of shares at
shareholders' meetings of the appropriate Funds(s). The number of votes to
which each Contract Holder may give direction will be determined as of the
record date. The number of votes each Contract Holder is entitled to direct
with respect to a particular Fund during the Accumulation Period equals the
portion of the Account Values(s) of the Contract attributable to that Fund,
divided by the net asset value of one share of that Fund. During the Annuity
Period, the number of votes is equal to the valuation reserve for the portion
of the Contract attributable to that Fund, divided by the net asset value of
one share of that Fund. In determining the number of votes, fractional votes
will be recognized. Where the value of the Contract or valuation reserve
relates to more than one Fund, the calculation of votes will be performed
separately for each Fund.

      If you are a Certificate Holder under a group Contract, you have a fully
vested (100%) interest in the benefits provided to you under your Account.
Therefore, you may instruct the group Contract Holder how to direct the Company
to cast the votes for the portion or the value of valuation reserve
attributable to your Account. Votes attributable to those Certificate Holders
who do not instruct the group Contract Holder will be cast by the Company in
the same proportion as votes for which instructions have been received by the
group Contract Holder. Votes attributable to individual or group Contract
Holders who do not direct us will be cast by us in the same proportion as votes
for which directions we have received.

      You will receive a notice of each meeting of shareholders, together with
any proxy solicitation materials, and a statement of the number of votes
attributable to your Account.

MODIFICATION OF THE CONTRACT

      The Company may change the Contract as required by federal or state law.
In addition, the Company may, upon 30 days written notice to the Contract
Holder, make other changes to group Contracts that would apply only to
individuals who become Certificate Holders under that Contract after the
effective date of such changes. If the Contract Holder does not agree to a
change, the Company


- --------------------------------------------------------------------------------
                                       23
<PAGE>

reserves the right to refuse to establish new Accounts under the Contract.
Certain changes will require the approval of appropriate state or federal
regulatory authorities.

TRANSFERS OF OWNERSHIP; ASSIGNMENT

      Assignments or transfers of ownership of a Qualified Contract generally
are not allowed except as permitted under the Code, incident to a divorce. The
prohibition does not apply to a Qualified Contract sold in conjunction with (1)
a Section 457 deferred compensation plan, or (2) a Section 401(a) plan where
the Contract is owned by a trustee. We will accept assignments or transfers of
ownership of a Nonqualified Contract or a Qualified Contract where assignments
or transfers of ownership are not prohibited, with proper notification. The
date of any such transfer will be the date we receive the notification at our
Home Office. (Refer to "Tax Status" for general tax information.) If you are
contemplating a transfer of ownership or assignment you should consult a tax
adviser due to the potential for tax liability.

      No assignment of a Contract will be binding on us unless made in writing
and sent to us at our Home Office. The Company will use reasonable procedures
to confirm that the assignment is authentic, including verification of
signature. If the Company fails to follow its procedures, it would be liable
for any losses to you directly resulting from the failure. Otherwise, we are
not responsible for the validity of any assignment. The rights of the
Certificate Holder and the interest of the Annuitant and any Beneficiary will
be subject to the rights of any assignee of record.

INVOLUNTARY TERMINATIONS

      We reserve the right to terminate any Account with a value of $2,500 or
less immediately following a partial withdrawal (unless otherwise required by
state law). However, an Individual Retirement Annuity may only be closed out
when Purchase Payments have not been received for a 24-month period and the
paid-up annuity benefit at maturity would be less than $20 per month. If such
right is exercised, you will be given 90 days advance written notice. No
deferred sales charge will be deducted for involuntary terminations. The
Company does not intend to exercise this right in cases where the Account Value
is reduced to $2,500 or less solely due to investment performance.

LEGAL MATTERS AND PROCEEDINGS
      The Company knows of no material legal proceedings pending to which the
Separate Account or the Company is a party or which would materially affect the
Separate Account. The validity of the securities offered by this Prospectus has
been passed upon by Counsel to the Company.


- --------------------------------------------------------------------------------
                                       24
<PAGE>

              CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
================================================================================

     The Statement of Additional Information contains more specific information
on the Separate Account and the Contract, as well as the financial statements
of the Separate Account and the Company. A list of the contents of the SAI is
set forth below:

         General Information and History

         Variable Annuity Account B

         Offering and Purchase of Contracts

         Performance Data

          General

          Average Annual Total Return Quotations

         Annuity Payments

         Sales Material and Advertising

         Independent Auditors

         Financial Statements of the Separate Account

         Financial Statements of the Company

- --------------------------------------------------------------------------------
                                       25
<PAGE>

                       APPENDIX ALIAC GUARANTEED ACCOUNT
================================================================================

     The ALIAC Guaranteed Account (the "Guaranteed Account") is a credited
interest option available during the Accumulation Period under the Contracts.
This Appendix is a summary of the Guaranteed Account and is not intended to
replace the Guaranteed Account prospectus. You should read the accompanying
Guaranteed Account prospectus carefully before investing.

   
     The Guaranteed Account is a credited interest option in which we guarantee
stipulated rates of interest for stated periods of time on amounts directed to
the Guaranteed Account. For guaranteed terms of one year or less, a guaranteed
rate is credited for the full term. For guaranteed rates of greater than one
year (except for those Contracts or Certificates issued in the state of New
York), the initial guaranteed rate is credited from the date of deposit to the
end of a specified period within the guaranteed term. The interest rate
stipulated is an annual effective yield; that is, it reflects a full year's
interest. Interest is credited daily at a rate that will provide the guaranteed
annual effective yield for one year. Guaranteed interest rates will never be
less than an annual effective rate of 3%.

     During a deposit period, amounts may be applied to any of the available
guaranteed terms. A Guaranteed Term is the period of time specified by the
Company for which a specific Guaranteed Rate or Rates are offered on amounts
invested during a specific Deposit Period. Guaranteed Terms are made available
by the Company subject to the Company's terms and conditions. See the
prospectus for the Guaranteed Account for further details regarding Guaranteed
Term. The Company may offer more than one Guaranteed Term of the same duration
and credit one with a higher rate contingent upon use only with Dollar Cost
Averaging Program. Purchase Payments received after the initial payment will be
allocated in the same proportions as the last allocation, if no new allocation
instructions are received with the Purchase Payment. If the same guaranteed
term(s) are not available, the next shortest term will be used. If no shorter
guaranteed term is available, the next longer guaranteed term will be used. If
amounts are applied to a Guaranteed Term which is credited with a higher rate
using dollar cost averaging and the dollar cost averaging is discontinued, the
amounts will be transferred to another Guaranteed Term of the same duration and
a market value adjustment ("MVA") will apply.

     Except for transfers from an available Guaranteed Term subject to the
Company's terms and conditions in connection with the Dollar Cost Averaging
Program, withdrawals taken in connection with an Estate Conservation or
Systematic Withdrawal distribution option, and, if approved by your state,
withdrawals for minimum distributions required by the Code for which the
deferred sales charge is waived, withdrawals or transfers from a guaranteed
term before the guaranteed term matures may be subject to an MVA. An MVA
reflects the change in the value of the investment due to changes in interest
rates since the date of deposit. When interest rates increase after the date of
deposit, the value of the investment decreases, and the MVA is negative.
Conversely, when interest rates decrease after the date of deposit, the value
of the investment increases, and the MVA is positive. It is possible that a
negative MVA could result in the Certificate Holder receiving an amount which
is less than the amount paid into the Guaranteed Account.
    

     For partial withdrawals during the Accumulation Period, amounts to be
withdrawn from the Guaranteed Account will be withdrawn on a pro rata basis
from each group of deposits having the same length of time until the Maturity
Date ("Guaranteed Term Group"). Within a Guaranteed Term Group, the amount will
be withdrawn first from the oldest Deposit Period, then from the next oldest,
and so on until the amount requested is satisfied.

     As a Guaranteed Term matures, assets accumulating under the Guaranteed
Account may be (a) transferred to a new Guaranteed Term, (b) transferred to
other available investment options, or (c) withdrawn. Amounts withdrawn may be
subject to a deferred sales charge. If no direction is received by the Company
at its Home Office by the maturity date of a guaranteed term, the amount from
the maturing guaranteed term will be transferred to the current deposit period
for a similar length guaranteed term. If the same guaranteed term is no longer
available the next shortest guaranteed term available in the current deposit
period will be used. If no shorter guaranteed term is available, the next
longer guaranteed term will be used.


- --------------------------------------------------------------------------------
                                       26
<PAGE>

     If you do not provide instructions concerning the maturity value of a
maturing guaranteed term, the maturity value transfer provision applies. This
provision allows you to transfer without an MVA to available guaranteed terms
of the current deposit period or to other available investment options, or
surrender without an MVA (if applicable, a deferred sales charge is assessed on
the surrendered amount). The provision is available only during the calendar
month immediately following a guaranteed term maturity date and only applies to
the first transaction regardless of the amount involved in the transaction.

MORTALITY AND EXPENSE RISK CHARGES

     We make no deductions from the credited interest rate for mortality and
expense risks; these risks are considered in determining the credited rate.

TRANSFERS
   
     Amounts applied to a guaranteed term during a deposit period may not be
transferred to any other funding option or to another guaranteed term during
that deposit period or for 90 days after the close of that deposit period. This
does not apply to (1) amounts transferred on the Maturity Date or under the
maturity value transfer provision; (2) amounts transferred from the Guaranteed
Account before the Maturity Date due to the election of an Annuity Option, (3)
amounts transferred from an available Guaranteed Term in connection with the
Dollar Cost Averaging Program; and (4) amounts distributed under the Estate
Conservation or Systematic Withdrawal Options. Transfers after the 90-day
period are permitted from guaranteed term(s) to other guaranteed term(s)
available during a deposit period or to other available investment options.
Except for transactions described in items (1), (3) and (4) above, amounts
withdrawn or transferred from the Guaranteed Account prior to the maturity date
will be subject to a Market Value Adjustment. However, only a positive
aggregate MVA will be applied to transfers made due to annuitization under one
of the lifetime Annuity Options described in item (2) above.
    

     The Certificate Holder may select a maximum of 18 different investment
options during the Accumulation Period. Under the Guaranteed Account, each
guaranteed term is counted as one funding option. If a guaranteed term matures,
and is renewed for the same term, it will not count as an additional investment
option.

     Transfers of the Guaranteed Account values on or within one calendar month
of a term's maturity date are not counted as one of the 12 free transfers of
accumulated values in the Account.

     By notifying us at least 30 days prior to the Annuity Date, you may elect
a variable annuity and have amounts that have been accumulating under the
Guaranteed Account transferred to one or more of the Subaccounts available
during the Annuity Period. The Guaranteed Account cannot be used as an
investment option during the Annuity Period. Transfers made due to the election
of a lifetime Annuity Option will be subject to only a positive aggregate MVA.

DEATH BENEFIT

     Full and partial withdrawals and transfers made from the Guaranteed
Account within six months after the date of the Annuitant's death will be the
greater of:

(1)   the aggregate MVA amount (i.e., the sum of all market value adjusted
      amounts calculated due to a withdrawal of amounts) which may be greater or
      less than the Account Value of those amounts; or

(2)   the applicable portion of the Account Value attributable to the Guaranteed
      Account.

     After the six-month period, the surrender or transfer amount will be
adjusted for the aggregate MVA amount, which may be greater or less than the
Account Value of those amounts.

DISTRIBUTION

     The Company is the principal underwriter of the Contract. The Company is
registered with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 as a broker-dealer, and is a member of the National
Association of Securities Dealers, Inc.

     From time to time, the Company may offer customers of certain
broker-dealers special guaranteed rates in connection with the Guaranteed
Account offered through the Contracts, and may negotiate different commissions
for these broker-dealers.

- --------------------------------------------------------------------------------


                                       27
<PAGE>
                                     PART B

The Statement of Additional Information is incorporated into Part B of this
Post-Effective Amendment No. 30 by reference to Post-Effective Amendment No. 27
to the Registration Statement on Form N-4 (File No. 33-34370), as filed
electronically on April 16, 1997 (Accession No. 0000950146-97-000617). A
Supplement, dated November 28, 1997, to the Statement of Additional Information
is included in Part B of this Post-Effective Amendment No. 30.


<PAGE>

                          Variable Annuity Account B
                                      of
                   Aetna Life Insurance and Annuity Company



         Supplement for Aetna Marathon Plus dated November 28, 1997 to
             Statement of Additional Information dated May 1, 1997


The information in this supplement updates and amends the information contained
in the Statement of Additional Information dated May 1, 1997 for Aetna Marathon
Plus (the "Statement") and should be read with that Statement. Capitalized
terms are defined in the Statement or the Prospectus.

[bullet] The following Funds are currently available under the Marathon Plus 
Contract:

<TABLE>
<S>                                                <C>
 Aetna Variable Fund                               Janus Aspen Aggressive Growth Portfolio
 Aetna Income Shares                               Janus Aspen Balanced Portfolio
 Aetna Variable Encore Fund                        Janus Aspen Flexible Income Portfolio
 Aetna Investment Advisers Fund, Inc.              Janus Aspen Growth Portfolio
 Aetna Ascent Variable Portfolio                   Janus Aspen Short-Term Bond Portfolio
 Aetna Crossroads Variable Portfolio               Janus Aspen Worldwide Growth Portfolio
 Aetna Legacy Variable Portfolio                   MFS Total Return Series
 Aetna Variable Capital Appreciation Portfolio     MFS World Governments Series
 Aetna Variable Growth Portfolio                   Oppenheimer Capital Appreciation Fund
 Aetna Variable Index Plus Portfolio               Oppenheimer Global Securities Fund
 Aetna Variable Small Company Portfolio            Oppenheimer Growth & Income Fund
 Calvert Responsibly Invested Balanced Portfolio   Oppenheimer Strategic Bond Fund
 Fidelity VIP Equity-Income Portfolio              Portfolio Partners MFS Emerging Equities Portfolio
 Fidelity VIP Growth Portfolio                     Portfolio Partners MFS Research Growth Portfolio
 Fidelity VIP High Income Portfolio                Portfolio Partners MFS Value Equity Portfolio
 Fidelity VIP Overseas Portfolio                   Portfolio Partners Scudder International Growth
 Fidelity VIP II Asset Manager Portfolio            Portfolio
 Fidelity VIP II Contrafund Portfolio              Portfolio Partners T. Rowe Price Growth Equity
 Fidelity VIP II Index 500 Portfolio                Portfolio
</TABLE>

Complete descriptions of each of the Fund, including their investment
objectives, policies, risks and fees and expenses, are contained in the
prospectuses and statements of additional information for each of the Funds.


- --------------------------------------------------------------------------------
                                       1
<PAGE>

The tables shown below reflect the average annual standardized and
non-standardized total return quotation figures for the periods ended December
31, 1996 for the Subaccount available under the Contract. Table A reflects the
total return quotations for Contracts issued nationwide (other than Contracts
or Certificates issued in New York). Table B reflects the total return
quotations for Contracts or Certificates issued in the state of New York. The
returns are based on the maximum Subaccount and Contract charges as shown in
the "Fee Table" of the prospectus.


[bullet] The following is in addition to the chart found on page 5 "Table A" of
         the statement:


                                    TABLE A

<TABLE>
<CAPTION>
                                                                                                                        Fund
                                                                                                                      Inception
 ($30 annual maintenance fee)              STANDARDIZED                            NON-STANDARDIZED                     Date
 <S>                             <C>        <C>         <C>          <C>        <C>         <C>         <C>          <C>
            SUBACCOUNT           1 Year     5 Years     10 Years     1 Year     3 Years     5 Years     10 Years
 Calvert Responsibly Invested
 Balanced Fund                   3.26%      8.41%       9.55%        11.03%     10.67%      8.90%       9.55%        09/02/86
</TABLE>

[bullet] The following is in addition to the chart found on page 7 "Table B" of
         the statement:


                                    TABLE B
                  CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK

<TABLE>
<CAPTION>
                                                                                                                        Fund
                                                                                                                      Inception
 ($30 annual maintenance fee)              STANDARDIZED                            NON-STANDARDIZED                     Date
 <S>                             <C>        <C>         <C>          <C>        <C>         <C>         <C>          <C>
            SUBACCOUNT           1 Year     5 Years     10 Years     1 Year     3 Years     5 Years     10 Years
 Calvert Responsibly Invested
 Balanced Fund                   4.37%      8.46%       9.55%        11.03%     10.67%      8.90%       9.55%        09/02/86
</TABLE>

- --------------------------------------------------------------------------------
                                       2


<PAGE>


                           VARIABLE ANNUITY ACCOUNT B
                           PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits
  (a) Financial Statements:
      (1)      Included in Part A:
               Condensed Financial Information
      (2)      Included in Part B:
               Financial Statements of Variable Annuity Account B:
               -   Statement of Assets and Liabilities as of December 31, 1996
               -   Statements of Operations and Changes in Net Assets for the
                   years ended December 31, 1996 and 1995
               -   Notes to Financial Statements
               -   Independent Auditors' Report
               Financial Statements of the Depositor:
               -   Independent Auditors' Report
               -   Consolidated Statements of Income for the years ended
                   December 31, 1996, 1995 and 1994
               -   Consolidated Balance Sheets as of December 31, 1996 and 1995
               -   Consolidated Statements of Changes in Shareholder's Equity
                   for the years ended December 31, 1996, 1995 and 1994
               -   Consolidated Statements of Cash Flows for the years ended
                   December 31, 1996, 1995 and 1994
               -   Notes to Consolidated Financial Statements

  (b)  Exhibits
       (1)     Resolution of the Board of Directors of Aetna Life Insurance and
               Annuity Company establishing Variable Annuity Account B(1)
       (2)     Not applicable
       (3.1)   Selling Agreement(2)
       (3.2)   Alternative Form of Wholesaling Agreement and Related Selling
               Agreement(3)
       (3.3)   Federated Broker Dealer Agreement (9/2/94)(4)
       (4.1)   Variable Annuity Contract G-MP1(5/97)
       (4.2)   Variable Annuity Contract Certificate MP1CERT(5/97)
       (4.3)   Variable Annuity Contract I-MP1(5/97)
       (4.4)   Variable Annuity Contract G-MP1(5/96)(5)
       (4.5)   Variable Annuity Contract Certificate MP1CERT(5/96)(5)
       (4.6)   Variable Annuity Contract I-MP1(5/96)(5)
       (4.7)   Variable Annuity Contract G-CDA-96(NY)(5)
       (4.8)   Variable Annuity Contract Certificate GMCC-96(NY)(5)
       (4.9)   Variable Annuity Contracts and Certificates G-CDA-IC(NQ),
               G-CDA-IC(IR), I-CDA-IC(NQ/MP), I-CDA-IC(IR/MP), GMCC-IC(NQ)(6)

<PAGE>

       (4.10)  Variable Annuity Contracts and Certificates G-CDA-IC(IR/NY),
               GMCC-IC(IR/NY), G-CDA-IC(NQ/NY), and GMCC-IC(NQ/NY)(7)
       (4.11)  Endorsements MP1IRA(5/97) and I-MP1IRA(5/97) to Contracts
               G-MP1(5/96) and MP1CERT(5/96)(5)
       (4.12)  Endorsements MP1QP(5/97) and I-MP1QP(5/97) to Contracts
               G-MP1(5/96) and MP1CERT(5/96)(5)
       (4.13)  Endorsements MP1TDA(5/97) and I-MP1TDA(5/97) to Contracts
               G-MP1(5/96) and MP1CERT(5/96)(5)
       (4.14)  Endorsements MP1DC(5/97) and I-MP1DC(5/97) to Contracts
               G-MP1(5/96) and MP1CERT(5/96)(5)
       (4.15)  Endorsement G-MP1IRA(11/96) to Contracts G-CDA-96(NY) and GMCC-
               96(NY)(5)
       (4.16)  Endorsements MP1END(5/97) and I-MP1END (5/97) to Contracts
               GMP1(5/96) and MP1CERT(5/96)(5)
       (4.17)  Endorsement MP1END(9/97) to Contract G-MP1(5/97) and Certificate
               MP1CERT(5/97)
       (4.18)  Endorsement I-MP1END(9/97) to Contract I-MP1(5/97)
       (5.1)   Variable Annuity Contract Application (300-MAR-IB)(8)
       (5.2)   Variable Annuity Contract Application (710.6.13)(8)
       (6.1)   Certificate of Incorporation and Bylaws of Aetna Life Insurance
               and Annuity Company(9)
       (6.2)   Amendment of Certificate of Incorporation of Aetna Life Insurance
               and Annuity Company(10)
       (7)     Not applicable
       (8.1)   Fund Participation Agreement (Amended and Restated) between Aetna
               Life Insurance and Annuity Company, Alger American Fund and Fred
               Alger Management, Inc. dated as of March 31, 1995(3)
       (8.2)   Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Calvert Asset Management Company (Calvert
               Responsibly Invested Balanced Portfolio, formerly Calvert
               Socially Responsible Series) dated March 13, 1989 and amended
               December 27, 1993(3)
       (8.3)   Second Amendment dated January 1, 1996 to Fund Participation
               Agreement between Aetna Life Insurance and Annuity Company and
               Calvert Asset Management Company (Calvert Responsibly Invested
               Balanced Portfolio, formerly Calvert Socially Responsible
               Series) dated March 13, 1989 and amended December 27, 1993(11)
       (8.4)   Third Amendment dated February 11, 1997 to Fund Participation
               Agreement between Aetna Life Insurance and Annuity Company and
               Calvert Asset Management Company (Calvert Responsibly Invested
               Balanced Portfolio, formerly Calvert Socially Responsible
               Series) dated March 13, 1989 and amended December 27, 1993 and
               January 1, 1996(12)


<PAGE>



       (8.5)   Fourth Amendment dated February 28, 1997 to Fund Participation
               Agreement between Aetna Life Insurance and Annuity Company and
               Calvert Asset Management Company (Calvert Responsibly Invested
               Balanced Portfolio, formerly Calvert Socially Responsible
               Series) dated March 13, 1989 and amended December 27, 1993,
               January 1, 1996, and February 11, 1997(13)
       (8.6)   Fund Participation Agreement by and among Aetna Life Insurance
               and Annuity Company, Insurance Management Series and Federated
               Advisors (7/1/94)(14)
       (8.7)   Fund Participation Agreements between Aetna Life Insurance and
               Annuity Company, Variable Insurance Products Fund and Fidelity
               Distributors Corporation dated February 1, 1994 and amended on
               December 15, 1994, February 1, 1996, May 1, 1995, January 1,
               1996 and March 1, 1996(10)
       (8.8)   Fifth Amendment, dated as of May 1, 1997, to the Fund
               Participation Agreement between Aetna Life Insurance and
               Annuity Company, Variable Insurance Products Fund and Fidelity
               Distributors Corporation dated February 1, 1994 and amended on
               December 15, 1994, February 1, 1996, May 1, 1995, January 1,
               1996 and March 1, 1996
       (8.9)   Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company, Variable Insurance Products Fund II and
               Fidelity Distributors Corporation dated February 1, 1994 and
               amended on December 15, 1994, February 1, 1996, May 1, 1995,
               January 1, 1996 and March 1, 1996(10)
       (8.10)  Fifth Amendment, dated as of May 1, 1997, to the Fund
               Participation Agreement between Aetna Life Insurance and
               Annuity Company, Variable Insurance Products Fund II and
               Fidelity Distributors Corporation dated February 1, 1994 and
               amended on December 15, 1994, February 1, 1996, May 1, 1995,
               January 1, 1996 and March 1, 1996
       (8.11)  Service Agreement between Aetna Life Insurance and Annuity
               Company and Fidelity Investments Institutional Operations Company
               dated as of November 1, 1995(11)
       (8.12)  Amendment dated January 1, 1997 to Service Agreement between
               Aetna Life Insurance and Annuity Company and Fidelity Investments
               Institutional Operations Company dated as of November 1, 1995
       (8.13)  Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Janus Aspen Series dated April 19, 1994,
               and amended June 15, 1994, July 31, 1995 and March 1, 1996
       (8.14)  Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Lexington Management Corporation regarding
               Natural Resources Trust dated December 1, 1988 and amended
               February 11, 1991(3)
       (8.15)  Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company, Lexington Emerging Markets Fund, Inc. and
               Lexington Management Corporation (its investment advisor) dated
               April 28, 1994(2)

<PAGE>

       (8.16)  Fund Participation Agreement among MFS Variable Insurance Trust,
               Aetna Life Insurance and Annuity Company and Massachusetts
               Financial Services Company dated April 30, 1996(5)
       (8.17)  First Amendment dated September 3,1996 to Fund Participation
               Agreement among MFS Variable Insurance Trust, Aetna Life
               Insurance and Annuity Company and Massachusetts Financial
               Services Company dated April 30, 1996(15)
       (8.18)  Second Amendment dated March 14, 1997 Fund Participation
               Agreement among MFS Variable Insurance Trust, Aetna Life
               Insurance and Annuity Company and Massachusetts Financial
               Services Company dated April 30, 1996(14)
       (8.19)  Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Oppenheimer Variable Annuity Account Funds
               and Oppenheimer Funds, Inc. dated March 11, 1997(14)
       (8.20)  Service Agreement between Oppenheimer Funds, Inc. and Aetna Life
               Insurance and Annuity Company dated March 11, 1997(14)
       (8.21)  Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company, Investors Research Corporation and TCI
               Portfolios, Inc. dated July 29, 1992 and amended December 22,
               1992 and June 1, 1994(3)
       (8.22)  Administrative Service Agreement between Aetna Life Insurance
               and Annuity Company and Agency, Inc.(2)
       (9)     Opinion and Consent of Counsel
       (10)    Consent of Independent Auditors
       (11)    Not applicable
       (12)    Not applicable
       (13)    Schedule for Computation of Performance Data(15)
       (14)    Not applicable
       (15.1)  Powers of Attorney
       (15.2)  Authorization for Signatures(3)
       (27)    Financial Data Schedule

1.   Incorporated by reference to Post-Effective Amendment No. 6 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed electronically on April
     22, 1996.

2.   Incorporated by reference to Post-Effective Amendment No. 22 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on April 22, 1996.

3.   Incorporated by reference to Post-Effective Amendment No. 5 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed electronically on April
     12, 1996.

4.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-79122), as filed electronically on
     August 16, 1995.

5.   Incorporated by reference to Post-Effective Amendment No. 26 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on February 21, 1997.

6.   Incorporated by reference to Post-Effective Amendment No. 15 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed on April
     19, 1994.

<PAGE>

7.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 33-87932), as filed electronically on
     September 19, 1995

8.   Incorporated by reference to Post-Effective Amendment No. 29 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on August 18, 1997

9.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form S-1 (File No. 33-60477), as filed electronically on April
     15, 1996.

10.  Incorporated by reference to Post-Effective Amendment No. 12 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed
     electronically on February 11, 1997.

11.  Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-88720), as filed electronically on June
     28, 1996.

12.  Incorporated by reference to Post-Effective Amendment No. 4 to Registration
     Statement on Form N-4 (File No. 333-01107), as filed electronically on
     February 26, 1997.

13.  Incorporated by reference to Post-Effective Amendment No. 14 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed
     electronically on July 29, 1997.

14.  Incorporated by reference to Post-Effective Amendment No. 27 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on April 16, 1997.

15.  Incorporated by reference to Post-Effective Amendment No. 24 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on September 16, 1996.


<PAGE>



Item 25. Directors and Officers of the Depositor


Name and Principal
Business Address*                Positions and Offices with Depositor
- ------------------               ------------------------------------
Thomas J. McInerney              Director and President

Timothy A. Holt                  Director, Senior Vice President and Chief
                                 Financial Officer

Christopher J. Burns             Director and Senior Vice President

J. Scott Fox                     Director and Senior Vice President

John Y. Kim                      Director and Senior Vice President

Shaun P. Mathews                 Director and Senior Vice President

Glen Salow                       Director and Vice President

Deborah Koltenuk                 Vice President and Treasurer, Corporate
                                 Controller

Frederick D. Kelsven             Vice President and Chief Compliance Officer

Kirk P. Wickman                  Vice President, General Counsel and
                                 Secretary

*    The principal business address of all directors and officers listed is 151
     Farmington Avenue, Hartford, Connecticut 06156.

Item 26. Persons Controlled by or Under Common Control with the Depositor or
Registrant

     Incorporated herein by reference to Item 25 of Post-Effective Amendment
No. 22 to the Registration Statement on Form N-1A (File No. 33-41694), as filed
electronically on July 9, 1997.

Item 27. Number of Contract Owners

     As of August 31, 1997, there were 56,138 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account B.



<PAGE>



Item 28. Indemnification

Reference is hereby made to Section 33-771(f) of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and Section 33-776(4)
regarding indemnification of officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by majority vote of a quorum of the board of
directors who were not parties to the proceeding, or if a quorum cannot be
obtained, by a committee of the board selected as described in Section
33-775(b)(2); by special legal counsel selected by the board of directors or
members thereof as described in Section 33-775(b)(3); by shareholders) that the
individual met the standard set forth in Section 33-771; or (3) the court, upon
application by the individual, determines in view of all the circumstances that
such person is reasonably entitled to be indemnified. Also, unless limited by
its Certificate of Incorporation, a corporation must indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
of his relationship as director, officer, employee or agent of the corporation.

The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who is or was a director, officer, employer
or agent of the corporation. Consistent with the statute, Aetna Inc. has
procured insurance from Lloyd's of London and several major United States excess
insurers for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor.

Item 29. Principal Underwriter

     (a) In addition to serving as the principal underwriter and depositor for
         the Registrant, Aetna Life Insurance and Annuity Company (Aetna) also
         acts as the principal underwriter and investment adviser for Portfolio
         Partners, Inc., Aetna Variable Encore Fund, Aetna Variable Fund, Aetna
         Generation Portfolios, Inc., Aetna Income Shares, Aetna Investment
         Advisers Fund, Inc., Aetna GET Fund, and Aetna Variable Portfolios,
         Inc. (all management investment companies registered under the
         Investment Company Act of 1940 (1940 Act). Additionally, Aetna acts as
         the principal underwriter and depositor for Variable Life Account B of
         Aetna, Variable Annuity Account C of Aetna and Variable Annuity Account
         G of Aetna (separate accounts of Aetna registered as unit investment
         trusts under the 1940 Act). Aetna is also the principal underwriter for
         Variable Annuity Account I of Aetna Insurance Company of America (AICA)
         (a separate account of AICA registered as a unit investment trust under
         the 1940 Act).


<PAGE>

     (b) See Item 25 regarding the Depositor.

     (c) Compensation as of December 31, 1996:

   (1)                (2)             (3)              (4)           (5)

Name of         Net Underwriting  Compensation
Principal       Discounts and     on Redemption     Brokerage
Underwriter     Commissions       or Annuitization  Commissions  Compensation*
- -----------     -----------       ----------------  -----------  -------------
Aetna Life                           $288,029                    $17,661,810
Insurance and
Annuity
Company

*    Compensation shown in column 5 includes deductions for mortality and
     expense risk guarantees and contract charges assessed to cover costs
     incurred in the sales and administration of the contracts issued under
     Variable Annuity Account B.

Item 30. Location of Accounts and Records

     All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules under it relating to the securities
described in and issued under this Registration Statement are located at the
home office of the Depositor as follows:

                      Aetna Life Insurance and Annuity Company
                      151 Farmington Avenue
                      Hartford, Connecticut  06156

Item 31. Management Services

     Not applicable

Item 32. Undertakings

     Registrant hereby undertakes:

     (a) to file a post-effective amendment to this registration statement on
         Form N-4 as frequently as is necessary to ensure that the audited
         financial statements in the registration statement are never more than
         sixteen months old for as long as payments under the variable annuity
         contracts may be accepted;

     (b) to include as part of any application to purchase a contract offered
         by a prospectus which is part of this registration statement on Form
         N-4, a space that an applicant can check to request a Statement of
         Additional Information; and


<PAGE>

     (c) to deliver any Statement of Additional Information and any financial
         statements required to be made available under this Form N-4 promptly
         upon written or oral request.

     (d) The Company hereby represents that it is relying upon and will comply
         with the provisions of Paragraphs (1) through (4) of the SEC Staff's
         No-Action Letter dated November 22, 1988 with respect to language
         concerning withdrawal restrictions applicable to plans established
         pursuant to Section 403(b) of the Internal Revenue Code. See American
         Counsel of Life Insurance; SEC No-Action Letter, [1989 Transfer Binder]
         Fed. SEC. L. Rep. (CCH) P. 78,904 at 78,523 (November 22, 1988).

     (e) Insofar as indemnification for liability arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question of whether
         such indemnification by it is against public policy as expressed in the
         Act and will be governed by the final adjudication of such issue.

     (f) Aetna Life Insurance and Annuity Company represents that the fees and
         charges deducted under the contracts covered by this registration
         statement, in the aggregate, are reasonable in relation to the services
         rendered, the expenses expected to be incurred, and the risks assumed
         by the insurance company.



<PAGE>


                                   SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and
Annuity Company has duly caused this Post-Effective Amendment No. 30 to its
Registration Statement on Form N-4 (File No. 33-34370 ) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 29th day of September, 1997.

                                            VARIABLE ANNUITY ACCOUNT B OF AETNA
                                            LIFE INSURANCE AND ANNUITY COMPANY
                                              (Registrant)

                                       By:  AETNA LIFE INSURANCE AND ANNUITY
                                            COMPANY
                                              (Depositor)

                                       By:  Thomas J. McInerney*
                                            -----------------------------------
                                            Thomas J. McInerney
                                            President

     As required by the Securities Act of 1933, this Post-Effective Amendment
No. 30 to the Registration Statement on Form N-4 (File No. 33-34370 ) has been
signed by the following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                 Title                                                      Date
- ---------                 -----                                                      ----
<S>                       <C>                                                      <C>
Thomas J. McInerney *     Director and President                              )
- -----------------------   (principal executive officer)                       )
Thomas J. McInerney                                                           )
                                                                              )
Timothy A. Holt*          Director, Senior Vice President and Chief           )
- -----------------------   Financial Officer                                   )
Timothy A. Holt                                                               )
                                                                              )
Christopher J. Burns*     Director                                            )    September
- -----------------------                                                       )    29, 1997
Christopher J. Burns                                                          )
                                                                              )
J. Scott Fox*             Director                                            )
- -----------------------                                                       )
J. Scott Fox                                                                  )
                                                                              )
John Y. Kim*              Director                                            )
- -----------------------                                                       )
John Y. Kim                                                                   )



<PAGE>


Shaun P. Mathews*         Director                                            )
- -----------------------                                                       )
Shaun P. Mathews                                                              )
                                                                              )
Glen Salow*               Director                                            )
- -------- --------------                                                       )
Glen Salow                                                                    )
                                                                              )
Deborah Koltenuk*         Vice President and Treasurer, Corporate Controller  )
- -------- --------------                                                       )
Deborah Koltenuk                                                              )
</TABLE>

By:  /s/  Julie E. Rokmore 
     ----------------------------------------
     Julie E. Rockmore
     *Attorney-in-Fact


<PAGE>



                           VARIABLE ANNUITY ACCOUNT B
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.    Exhibit                                                                Page
- -----------    -------                                                                ----
<S>            <C>                                                                     <C>
99-B.1         Resolution of the Board of Directors of Aetna Life Insurance and        *
               Annuity Company establishing Variable Annuity Account B

99-B.3.1       Selling Agreement                                                       *

99-B.3.2       Alternative Form of Wholesaling Agreement and Related Selling           *
               Agreement

99-B.3.3       Federated Broker Dealer Agreement (9/2/94)                              *

99-B.4.1       Variable Annuity Contract G-MP1(5/97)
                                                                                     ------
99-B 4.2       Variable Annuity Contract Certificate MP1CERT(5/97)
                                                                                     ------
99-B.4.3       Variable Annuity Contract I-MP1(5/97)
                                                                                     ------
99-B.4.4       Variable Annuity Contract G-MP1(5/96)                                   *

99-B.4.5       Variable Annuity Contract Certificate MP1CERT(5/96)                     *

99-B.4.6       Variable Annuity Contract I-MP1(5/96)                                   *

99-B.4.7       Variable Annuity Contract G-CDA-96(NY)                                  *

99-B.4.8       Variable Annuity Contract Certificate GMCC-96(NY)                       *

99-B.4.9       Variable Annuity Contracts and Certificates                             *
               G-CDA-IC(NQ), G-CDA-IC(IR), I-CDA-IC(NQ/MP),
               I-CDA-IC(IR/MP), GMCC-IC(NQ)

99-B.4.10      Variable Annuity Contracts and Certificates                             *
               G-CDA-IC(IR/NY), GMCC-IC(IR/NY), G-CDA-IC(NQ/NY),
               and GMCC-IC(NQ/NY)

99-B.4.11      Endorsements MP1IRA(5/97) and I-MP1IRA(5/97) to Contracts               *
               G-MP1(5/96) and MP1CERT(5/96)
</TABLE>


<PAGE>

*Incorporated by reference


<PAGE>



<TABLE>
<CAPTION>
Exhibit No.    Exhibit                                                                Page
- -----------    -------                                                                ----
<S>            <C>                                                                     <C>
99-B.4.12      Endorsements MP1QP(5/97) and I-MP1QP(5/97) to Contracts                 *
               G-MP1(5/96) and MP1CERT(5/96)

99-B.4.13      Endorsements MP1TDA(5/97) and I-MP1TDA(5/97) to                         *
               Contracts G-MP1(5/96) and MP1CERT(5/96)

99-B.4.14      Endorsements MP1DC(5/97) and I-MP1DC(5/97) to Contracts                 *
               G-MP1(5/96) and MP1CERT(5/96)

99-B.4.15      Endorsement G-MP1IRA(11/96) to Contracts                               *
               G-CDA-96(NY) and GMCC-96(NY)

99-B.4.16      Endorsements MP1END(5/97) and I-MP1END(5/97) to Contract                *
               GMP1(5/96) and MP1CERT(5/96)

99-B.4.17      Endorsement MP1END(9/97) to Contract G-MP1(5/97) and
               Certificate MP1CERT(5/97)
                                                                                     ------
99-B.4.18      Endorsement I-MP1END(9/97) to Contract
               I-MP1(5/97)
                                                                                     ------
99-B.5.1       Variable Annuity Contract Application (300-MAR-IB)                      *

99-B.5.2       Variable Annuity Contract Application (710.6.13)                        *

99-B.6.1       Certificate of Incorporation and Bylaws of Depositor                    *

99-B.6.2       Amendment of Certificate of Incorporation of Depositor                  *

99-B.8.1       Fund Participation Agreement (Amended and Restated) between             *
               Aetna Life Insurance and Annuity Company, Alger American
               Fund and Fred Alger Management, Inc. dated March 31, 1995

99-B.8.2       Fund Participation Agreement between Aetna Life Insurance and           *
               Annuity Company and Calvert Asset Management Company
               (Calvert Responsibly Invested Balanced Portfolio, formerly
               Calvert Socially Responsible Series) dated March 13, 1989 and
               amended December 27, 1993
</TABLE>



<PAGE>

*Incorporated by reference


<PAGE>


<TABLE>
<CAPTION>
Exhibit No.    Exhibit                                                                Page
- -----------    -------                                                                ----
<S>            <C>                                                                     <C>
99-B.8.3       Second Amendment dated January 1, 1996 to Fund Participation            *
               Agreement between Aetna Life Insurance and Annuity Company
               and Calvert Asset Management Company (Calvert Responsibly
               Invested Balanced Portfolio, formerly Calvert Socially
               Responsible Series) dated March 13, 1989 and amended
               December 27, 1993

99-B.8.4       Third Amendment dated February 11, 1997 to Fund Participation           *
               Agreement between Aetna Life Insurance and Annuity Company and
               Calvert Asset Management Company (Calvert Responsibly Invested
               Balanced Portfolio, formerly Calvert Socially Responsible Series)
               dated March 13, 1989 and amended December 27, 1993 and January 1,
               1996

99-B.8.5       Fourth Amendment dated February 28, 1997 to Fund Participation          *
               Agreement between Aetna Life Insurance and Annuity Company and
               Calvert Asset Management Company (Calvert Responsibly Invested
               Balanced Portfolio, formerly Calvert Socially Responsible Series)
               dated March 13, 1989 and amended December 27, 1993, January 1,
               1996, and February 11, 1997

99-B.8.6       Fund Participation Agreement by and among Aetna Life Insurance          *
               and Annuity Company, Insurance Management Series and Federated
               Advisors (7/1/94)

99-B.8.7       Fund Participation Agreements between Aetna Life Insurance and          *
               Annuity Company, Variable Insurance Products Fund and Fidelity
               Distributors Corporation dated February 1, 1994 and amended on
               December 15, 1994, February 1, 1996, May 1, 1995, January 1, 1996
               and March 1, 1996

99-B.8.8       Fifth Amendment, dated as of May 1, 1997, to the Fund
               Participation Agreement between Aetna Life Insurance and Annuity
               Company, Variable Insurance Products Fund and Fidelity
               Distributors Corporation dated February 1, 1994 and amended on
               December 15, 1994, February 1, 1996, May 1, 1995, January 1, 1996      ----
               and March 1, 1996
</TABLE>

*Incorporated by reference


<PAGE>


<TABLE>
<CAPTION>
Exhibit No.    Exhibit                                                                Page
- -----------    -------                                                                ----
<S>            <C>                                                                   <C>
99-B.8.9       Fund Participation Agreement between Aetna Life Insurance and           *
               Annuity Company, Variable Insurance Products Fund II and Fidelity
               Distributors Corporation dated February 1, 1994 and amended on
               December 15, 1994, February 1, 1996, May 1, 1995, January 1, 1996
               and March 1, 1996

99-B.8.10      Fifth Amendment, dated as of May 1, 1997, to the Fund
               Participation Agreement between Aetna Life Insurance and Annuity
               Company, Variable Insurance Products Fund II and Fidelity
               Distributors Corporation dated February 1, 1994 and amended on
               December 15, 1994, February 1, 1996, May 1, 1995, January 1, 1996
               and March 1, 1996                                                     ------

99-B.8.11      Service Agreement between Aetna Life Insurance and Annuity              *
               Company and * Fidelity Investments Institutional Operations
               Company dated as of November 1, 1995

99-B.8.12      Amendment dated January 1, 1997 to Service Agreement between
               Aetna Life Insurance and Annuity Company and Fidelity Investments
               Institutional Operations Company dated as of November 1, 1995         ------

99-B.8.13      Fund Participation Agreement between Aetna Life Insurance and
               Annuity Company and Janus Aspen Series dated April 19, 1994, and
               amended June 15, 1994, July 31, 1995 and March 1, 1996                ------

99-B.8.14      Fund Participation Agreement between Aetna Life Insurance and           *
               Annuity Company and Lexington Management Corporation regarding
               Natural Resources Trust dated December 1, 1988 and amended
               February 11, 1991

99-B.8.15      Fund Participation Agreement between Aetna Life Insurance and           *
               Annuity Company, Lexington Emerging Markets Fund, Inc. and
               Lexington Management Corporation (its investment advisor) dated
               April 28, 1994

99-B.8.16      Fund Participation Agreement among MFS Variable Insurance Trust,        *
               Aetna Life Insurance and Annuity Company and Massachusetts
               Financial Services Company dated April 30, 1996
</TABLE>


<PAGE>

*Incorporated by reference


<PAGE>



<TABLE>
<CAPTION>
Exhibit No.    Exhibit                                                                        Page
- -----------    -------                                                                        ----

<S>            <C>                                                                             <C>
99-B.8.17      First Amendment dated September 3,1996 to Fund Participation Agreement among      *
               MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and
               Massachusetts Financial Services Company dated April 30, 1996

99-B.8.18      Second Amendment dated March 14, 1997 to Fund Participation Agreement among       *
               MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and
               Massachusetts Financial Services Company dated April 30, 1996

99-B.8.19      Fund Participation Agreement between Aetna Life Insurance and Annuity             *
               Company and Oppenheimer Variable Annuity Account Funds and Oppenheimer
               Funds, Inc. dated March 11, 1997

99-B.8.20      Service Agreement between Oppenheimer Funds, Inc. and Aetna Life Insurance        *
               and Annuity Company dated March 11, 1997

99-B.8.21      Fund Participation Agreement between Aetna Life Insurance and Annuity             *
               Company, Investors Research Corporation and TCI Portfolios, Inc. dated July
               29, 1992 and amended December 22, 1992 and June 1, 1994

99-B.8.22      Administrative Service Agreement between Aetna Life Insurance and Annuity         *
               Company and Agency, Inc.

99-B.9         Opinion and Consent of Counsel                                                  ------

99-B.10        Consent of Independent Auditors                                                 ------

99-B.13        Schedule for Computation of Performance Data                                      *

99-B15.1       Powers of Attorney                                                              ------

99-B.15.2      Authorization for Signatures                                                      *

27             Financial Data Schedule                                                         ------
</TABLE>

*Incorporated by reference



                        --------------------------------------------------------
                        Aetna Life Insurance and Annuity Company
                        Home Office: 151 Farmington Avenue
                        P.O. Box 30670
                        Hartford, Connecticut 06150-0670
                        (800) 531-4547

                        You may call the toll-free number shown above for
                        answers to questions or to resolve a complaint.

                        Aetna Life Insurance and Annuity Company, a stock
                        company, herein called Aetna, agrees to pay the benefits
                        stated in this Contract.

Specifications
- --------------------------------------------------------------------------------
 Plan
   SPECIMEN
- --------------------------------------------------------------------------------
 Type of Plan
   SPECIMEN
- --------------------------------------------------------------------------------
 Contract Holder
   SPECIMEN
- --------------------------------------------------------------------------------
 Contract No.
   SPECIMEN
- --------------------------------------------------------------------------------
 Effective Date
   SPECIMEN
- --------------------------------------------------------------------------------
This Contract is delivered in SPECIMEN
                                 and is subject to the laws of that jurisdiction

The variable features of the Group Contract are described in parts III and IV.

Right to Cancel
- --------------------------------------------------------------------------------
The Group Contract Holder may cancel this Contract within 10 days by returning
it to the agent from whom it was purchased, or to Aetna at the address shown
above. Within seven days of receiving the Contract at its home office, Aetna
will return the amount of Certificate Holder Purchase Payment(s) received, plus
any increase, or minus any decrease, on the amount, if any, allocated to the
Separate Account fund(s).

This page and the pages that follow constitute the entire Contract.

Signed at the home office on the Effective Date.

         /s/ Dan Kearney                              /s/ K. Wickman
              President                                  Secretary

             Group Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating

ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.




<PAGE>

Specifications
- --------------------------- ----------------------------------------------------
Guaranteed                  There is a guaranteed interest rate for Purchase
Interest Rate               Payment(s) held in the AG Account. (See Contract
                            Schedule I).
- --------------------------- ----------------------------------------------------
 Deductions                 There will be deductions for mortality and expense
 from the Separate          risks and administrative fees. (See Contract
 Account                    Schedule I and II).
- --------------------------- ----------------------------------------------------
Deduction from Purchase     Purchase Payment(s) are subject to a deduction for
Payment(s)                  premium taxes, if any.  (See 3.01.)

- --------------------------- ----------------------------------------------------
Surrender Fee               There will be a charge deducted upon surrender. (See
                            Contract Schedule I).


This Contract is a legal contract and constitutes the entire legal relationship
between Aetna and the Contract Holder.

READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail, all of the
rights and obligations of both you and Aetna. THEREFORE, IT IS IMPORTANT THAT
YOU READ THIS CONTRACT CAREFULLY.



                                        2
<PAGE>

                               Contract Schedule I
                               Accumulation Period

Separate Account
- --------------------------------------------------------------------------------

Separate Account:                    Variable Annuity Account B

Charges to Separate Account:         A daily charge is deducted from any portion
                                     of the Current Value allocated to the
                                     Separate Account. The deduction is the
                                     daily equivalent of the annual effective
                                     percentage shown in the following chart:

                                     Administrative Charge               0.15%
                                     Mortality Risk Charge               0.35%
                                     Expense Risk Charge                 0.90%
                                     Total Separate Account              -----
                                     Charges                             1.40%

ALIAC Guaranteed Account (AG Account)
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate:    3.0% (effective annual rate of return)

Separate Account and AG Account
- --------------------------------------------------------------------------------

Transfers:                           An unlimited number of Transfers are
                                     allowed during the Accumulation Period.
                                     Aetna allows 12 free Transfers in any
                                     calendar year. Thereafter, Aetna reserves
                                     the right to charge $10 for each subsequent
                                     Transfer.

Maintenance Fee:                     The annual Maintenance Fee is $30. If the
                                     Account's Current Value is $50,000 or more
                                     on the date the Maintenance Fee is to be
                                     deducted, the Maintenance Fee is $0.

Annual Waiver of Surrender Fee:      As provided in 3.14 (d), the amount that
                                     may be withdrawn without a surrender fee
                                     cannot exceed 10% of the Current Value
                                     calculated on the date Aetna receives a
                                     surrender request in good order at its
                                     Home Office.


                                        3

<PAGE>

                         Contract Schedule I (Continued)
                               Accumulation Period

Separate Account and AG Account (Cont'd)
- --------------------------------------------------------------------------------

Surrender Fee:          For each surrender, the Surrender Fee will be determined
                        as follows:

                                                               Surrender Fee
                        Length of Time from Deposit of       (as percentage of
                        Net Purchase Payment (Years)       Net Purchase Payment)

                        Less than 2 years                           7%
                        2 or more but less than 4 years             6%
                        4 or more but less than 5 years             5%
                        5 or more but less than 6 years             4%
                        6 or more but less than 7 years             3%
                        7 years or more                             0%

Systematic Withdrawal   The specified payment or specified percentage may not be
 Option (SWO):          greater than 10% of the Account's Current Value at time
                        of election.



See 1. GENERAL DEFINITIONS for explanations.


                                        4

<PAGE>

                         Contract Schedule I (Continued)
                               Accumulation Period

Separate Account
- --------------------------------------------------------------------------------
Charges to Separate Account:              A daily charge at an annual effective
                                          rate of l.25% for Annuity mortality
                                          and expense risks. The administrative
                                          charge is established upon election of
                                          an Annuity option. This charge will
                                          not exceed 0.25%.

Variable Annuity Assumed Annual Net       If a Variable Annuity is chosen, an
Return Rate:                              assumed annual net return rate of 5.0%
                                          may be elected. If 5.0% is not
                                          elected, Aetna will use an assumed
                                          annual net return rate of 3.5%.

                                          The assumed annual net return rate
                                          factor for 3.5% per year is 0.9999058.

                                          The assumed annual net return rate
                                          factor for 5.0% per year is 0.9998663.

                                          If the portion of a Variable Annuity
                                          payment for any Fund is not to
                                          decrease, the Annuity return factor
                                          under the Separate Account for that
                                          Fund must be:

                                          (a)   4.75% on an annual basis plus
                                                an annual return of up to
                                                0.25% to offset the
                                                administrative charge set at
                                                the time Annuity payments
                                                commence if an assumed annual
                                                net return rate of 3.5% is
                                                chosen; or

                                          (b)   6.25% on an annual basis plus
                                                an annual return of up to
                                                0.25% to offset the
                                                administrative charge set at
                                                the time Annuity payments
                                                commence, if an assumed annual
                                                net return rate of 5% is
                                                chosen.


Fixed Annuity
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate:         3.0% (effective annual rate of return)



See 1. GENERAL DEFINITIONS for explanations.


                                        5

<PAGE>

                               Contract Schedule I
                               Accumulation Period

Separate Account
- --------------------------------------------------------------------------------

Separate Account:                         Variable Annuity Account B

Charges to Separate Account:              A daily charge is deducted from any
                                          portion of the Current Value allocated
                                          to the Separate Account. The deduction
                                          is the daily equivalent of the annual
                                          effective percentage shown in the
                                          following chart:

                                          Administrative Charge          0.15%
                                          Mortality Risk Charge          0.35%
                                          Expense Risk Charge            0.90%
                                          Total Separate Account         -----
                                          Charges                        1.40%

ALIAC Guaranteed Account (AG Account)
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate:         3.0% (effective annual rate of return)

Separate Account and AG Account
- --------------------------------------------------------------------------------

Transfers:                                An unlimited number of Transfers are
                                          allowed during the Accumulation
                                          Period. Aetna allows 12 free Transfers
                                          in any calendar year. Thereafter,
                                          Aetna reserves the right to charge $10
                                          for each subsequent Transfer.

Maintenance Fee:                          The annual Maintenance Fee is $30.If
                                          the Account's Current Value is $50,000
                                          or more on the date the Maintenance
                                          Fee is to be deducted, the Maintenance
                                          Fee is $0.

Annual Waiver of Surrender Fee:           As provided in 3.14 (d), the amount
                                          that may be withdrawn without a
                                          surrender fee cannot exceed 10% of the
                                          Current Value calculated on the date
                                          Aetna receives a surrender request in
                                          good order at its Home Office.


                                        3

<PAGE>

                         Contract Schedule I (Continued)
                               Accumulation Period


Separate Account and AG Account (Cont'd)
- --------------------------------------------------------------------------------

Surrender Fee:         For each surrender, the Surrender Fee will be determined
                       as follows:

                                                               Surrender Fee
                       Length of Time from Deposit of        (as percentage of
                       Net Purchase Payment (Years)        Net Purchase Payment)

                       Less than 1 years                            3%
                       More than 1 but less than 2 years            2%
                       More than 2 but less than 3 years            1%
                       More than 3 years                            0%

Systematic Withdrawal  The specified payment or specified percentage may not be
Option (SWO):          greater than 10% of the Account's Current Value at time
                       of election.


See 1. GENERAL DEFINITIONS for explanations.


                                        4

<PAGE>

                              Contract Schedule II
                                 Annuity Period

Separate Account
- --------------------------------------------------------------------------------

Charges to Separate Account:             A daily charge at an annual effective
                                         rate of l.25% for Annuity mortality and
                                         expense risks.  The administrative
                                         charge is established upon election of
                                         an Annuity option. This charge will not
                                         exceed 0.25%.

Variable Annuity Assumed Annual Net      If a Variable Annuity is chosen, an
Return Rate:                             assumed annual net return rate of 5.0%
                                         may be elected. If 5.0% is not elected,
                                         Aetna will use an assumed annual net
                                         return rate of 3.5%.

                                         The assumed annual net return rate
                                         factor for 3.5% per year is 0.9999058.

                                         The assumed annual net return rate
                                         factor for 5.0% per year is 0.9998663.

                                         If the portion of a Variable Annuity
                                         payment for any Fund is not to
                                         decrease, the Annuity return factor
                                         under the Separate Account for that
                                         Fund must be:

                                         (a)   4.75% on an annual basis plus
                                               an annual return of up to
                                               0.25% to offset the
                                               administrative charge set at
                                               the time Annuity payments
                                               commence if an assumed annual
                                               net return rate of 3.5% is
                                               chosen; or

                                         (b)   6.25% on an annual basis plus
                                               an annual return of up to
                                               0.25% to offset the
                                               administrative charge set at
                                               the time Annuity payments
                                               commence, if an assumed annual
                                               net return rate of 5% is
                                               chosen.


Fixed Annuity
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate:        3.0% (effective annual rate of return)



See 1. GENERAL DEFINITIONS for explanations.


                                        5

<PAGE>

                               Contract Schedule I
                               Accumulation Period

Separate Account
- --------------------------------------------------------------------------------

Separate Account:                           Variable Annuity Account B

Charges to Separate Account:                A daily charge is deducted from any
                                            portion of the Current Value
                                            allocated to the Separate Account.
                                            The deduction is the daily
                                            equivalent of the annual effective
                                            percentage shown in the following
                                            chart:

                                            Mortality Risk Charge        0.35%
                                            Expense Risk Charge          0.90%
                                            Total Separate Account       -----
                                            Charges                      1.40%

ALIAC Guaranteed Account (AG Account)
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate:           3.0% (effective annual rate of
                                            return)

Separate Account and AG Account
- --------------------------------------------------------------------------------

Transfers:                                  An unlimited number of Transfers are
                                            allowed during the Accumulation
                                            Period. Aetna allows 12 free
                                            Transfers in any calendar year.
                                            Thereafter, Aetna reserves the right
                                            to charge $10 for each subsequent
                                            Transfer.

Maintenance Fee:                            The annual Maintenance Fee is $30.
                                            If the Account's Current Value is
                                            $50,000 or more on the date the
                                            Maintenance Fee is to be deducted,
                                            the Maintenance Fee is $0.

Annual Waiver of Surrender Fee:             As provided in 3.14 (d), the amount 
                                            that may be withdrawn without a 
                                            surrender fee cannot exceed 10% of 
                                            the Current Value calculated on the 
                                            date Aetna receives a surrender 
                                            request in good order at its Home 
                                            Office.


                                        3

<PAGE>

                         Contract Schedule I (Continued)
                               Accumulation Period

Separate Account and AG Account (Cont'd)
- --------------------------------------------------------------------------------

Surrender Fee:                              The Surrender Fee does not apply to
                                            this Contract.

Systematic Withdrawal Option (SWO):         The specified payment or specified
                                            percentage may not be greater than
                                            10% of the Account's Current Value
                                            at time of election.



See 1. GENERAL DEFINITIONS for explanations.


                                        4

<PAGE>

                              Contract Schedule II
                                 Annuity Period

Separate Account
- --------------------------------------------------------------------------------

Charges to Separate Account:              A daily charge at an annual effective
                                          rate of l.25% for Annuity mortality
                                          and expense risks. The administrative
                                          charge is established upon election of
                                          an Annuity option. This charge will
                                          not exceed 0.25%.

Variable Annuity Assumed Annual Net       If a Variable Annuity is chosen, an
Return Rate:                              assumed annual net return rate of 5.0%
                                          may be elected. If 5.0% is not
                                          elected, Aetna will use an assumed
                                          annual net return rate of 3.5%.

                                          The assumed annual net return rate
                                          factor for 3.5% per year is 0.9999058.

                                          The assumed annual net return rate
                                          factor for 5.0% per year is 0.9998663.

                                          If the portion of a Variable Annuity
                                          payment for any Fund is not to
                                          decrease, the Annuity return factor
                                          under the Separate Account for that
                                          Fund must be:

                                          (a)   4.75% on an annual basis plus
                                                an annual return of up to
                                                0.25% to offset the
                                                administrative charge set at
                                                the time Annuity payments
                                                commence if an assumed annual
                                                net return rate of 3.5% is
                                                chosen; or

                                          (b)   6.25% on an annual basis plus
                                                an annual return of up to
                                                0.25% to offset the
                                                administrative charge set at
                                                the time Annuity payments
                                                commence, if an assumed annual
                                                net return rate of 5% is
                                                chosen.


Fixed Annuity
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate:         3.0% (effective annual rate of return)



See 1. GENERAL DEFINITIONS for explanations.


                                        5

<PAGE>

                                                                          Page
                                TABLE OF CONTENTS

I. GENERAL DEFINITIONS
- --------------------------------------------------------------------------------

   1.01    Account......................................................... 8
   1.02    Accumulation Period............................................. 8
   1.03    Adjusted Current Value.......................................... 8
   1.04    ALIAC Guaranteed Account (AG Account)........................... 8
   1.05    Annuitant....................................................... 8
   1.06    Annuity......................................................... 8
   1.07    Beneficiary..................................................... 8
   1.08    Certificate Holder.............................................. 8
   1.09    Code............................................................ 8
   1.10    Contract........................................................ 8
   1.11    Contract Holder................................................. 8
   1.12    Current Value................................................... 9
   1.13    Deposit Period.................................................. 9
   1.14    Dollar Cost Averaging........................................... 9
   1.15    Fixed Annuity................................................... 9
   1.16    Fund(s)......................................................... 9
   1.17    General Account................................................. 9
   1.18    Guaranteed Rates -- AG Account.................................. 9
   1.19    Guaranteed Term................................................ 10
   1.20    Guaranteed Term(s) Groups...................................... 10
   1.21    Maintenance Fee................................................ 10
   1.22    Market Value Adjustment (MVA).................................. 10
   1.23    Matured Term Value............................................. 10
   1.24    Matured Term Value Transfer.................................... 10
   1.25    Maturity Date.................................................. 10
   1.26    Net Purchase Payment(s)........................................ 10
   1.27    Nonunitized Separate Account................................... 11
   1.28    Purchase Payment(s)............................................ 11
   1.29    Reinvestment................................................... 11
   1.30    Separate Account............................................... 11
   1.31    Surrender Value................................................ 11
   1.32    Transfers...................................................... 11
   1.33    Valuation Period (Period)...................................... 12
   1.34    Variable Annuity............................................... 12

II. GENERAL PROVISIONS
- --------------------------------------------------------------------------------

   2.01    Change of Contract............................................. 12
   2.02    Change of Fund(s).............................................. 13
   2.03    Nonparticipating Contract...................................... 13
   2.04    Payments and Elections......................................... 13
   2.05    State Laws..................................................... 13
   2.06    Control of Contract............................................ 14
   2.07    Designation of Beneficiary..................................... 14
   2.08    Misstatements and Adjustments.................................. 14
   2.09    Incontestability............................................... 14



                                        6

<PAGE>


   2.10    Grace Period................................................... 14
   2.11    Individual Certificates........................................ 14

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------------------------------------------------------

   3.01    Net Purchase Payment........................................... 15
   3.02    Certificate Holder's Account................................... 15
   3.03    Fund(s) Record Units -- Separate Account....................... 15
   3.04    Net Return Factor(s) -- Separate Account....................... 15
   3.05    Fund Record Unit Value -- Separate Account..................... 16
   3.06    Market Value Adjustment........................................ 16
   3.07    Transfer of Current Value from the Funds or
               AG Account During the Accumulation Period.................. 18
   3.08    Notice to the Certificate Holder............................... 18
   3.09    Loans.......................................................... 18
   3.10    Systematic Distribution Options................................ 19
   3.11    Death Benefit Amount........................................... 19
   3.12    Death Benefit Options Available to Beneficiary................. 20
   3.13    Liquidation of Surrender Value................................. 22
   3.14    Surrender Fee.................................................. 22
   3.15    Payment of Surrender Value..................................... 23
   3.16    Payment of Adjusted Current Value.............................. 23

IV. ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

   4.01    Choices........................................................ 24
   4.02    Terms of Annuity Options....................................... 24
   4.03    Death of Annuitant/Beneficiary................................. 26
   4.04    Fund(s) Annuity Units -- Separate Account...................... 27
   4.05    Fund(s) Annuity Unit Value -- Separate Account................. 27
   4.06    Annuity Net Return Factor(s) -- Separate Account............... 27
   4.07    Annuity Options................................................ 28



                                        7

<PAGE>

I.     GENERAL DEFINITIONS
- --------------------------------------------------------------------------------

1.01  Account:                   A record established for each Certificate
                                 Holder to maintain the value of all Net
                                 Purchase Payments held on his/her behalf during
                                 the Accumulation Period.

1.02  Accumulation Period:       The period during which the Net Purchase
                                 Payment(s) are applied to an Account to provide
                                 future Annuity payment(s).

1.03  Adjusted Current Value:    The Current Value of an Account plus or minus
                                 any aggregate AG Account MVA, if applicable.
                                 (See 1.22)

1.04  ALIAC Guaranteed           An accumulation option where Aetna guarantees
      Account (AG Account):      stipulated rate(s) of interest for specified
                                 periods of time. All assets of Aetna, including
                                 amounts in the Nonunitized Separate Account,
                                 are available to meet the guarantees under the
                                 AG Account.

1.05  Annuitant:                 The person whose life is measured for purposes
                                 of the guaranteed death benefit and the
                                 duration of Annuity payments under this
                                 Contract.

1.06  Annuity:                   Payment of an income:

                                 (a) For the life of one or two persons;
                                 (b) For a stated period; or
                                 (c) For some combination of (a) and (b).

1.07  Beneficiary:               The individual or estate entitled to receive
                                 any death benefit due under the Contract. If
                                 the Account is held by joint Certificate
                                 Holders, the survivor will be deemed the
                                 designated Beneficiary and any other
                                 Beneficiary on record will be treated as the
                                 contingent Beneficiary.

1.08  Certificate Holder:        A person who purchases an interest in this
                                 Contract as evidenced by a certificate. Aetna
                                 reserves the right to limit ownership to
                                 natural persons. If more than one Certificate
                                 Holder owns an Account, each Certificate Holder
                                 will be a joint Certificate Holder. Any joint
                                 Certificate Holder must be the spouse of the
                                 other joint Certificate Holder. Joint
                                 Certificate Holders have joint ownership rights
                                 and both must authorize exercising any
                                 ownership rights unless Aetna allows otherwise.

1.09  Code:                      The Internal Revenue Code of 1986, as it may be
                                 amended from time to time.

1.10  Contract:                  This agreement between Aetna and the Contract
                                 Holder.

1.11  Contract Holder:           The entity to which the Contract is issued.


                                        8

<PAGE>

1.12     Current Value:         As of the most recent Valuation Period, the Net
                                Purchase Payment and any additional amount
                                deposited pursuant to 3.11 plus any interest
                                added to the portion allocated to the AG
                                Account; and plus or minus the investment
                                experience of the portion allocated to the Funds
                                since deposit; less all Maintenance Fees
                                deducted, any amounts surrendered and any
                                amounts applied to an Annuity.

1.13     Deposit Period:        A day, a calendar week, a calendar month, a
                                calendar quarter, or any other period of time
                                specified by Aetna during which Net Purchase
                                Payment(s), Transfers and/or Reinvestments may
                                be allocated to one or more AG Account
                                Guaranteed Terms. Aetna reserves the right to
                                shorten or to extend the Deposit Period.

                                During a Deposit Period, Aetna may offer any
                                number of Guaranteed Terms and more than one
                                Guaranteed Term of the same duration may be
                                offered.

1.14     Dollar Cost Averaging: A program that permits the Contract Holder to
                                to systematically transfer amounts from any of
                                the Funds or an available AG Account Guaranteed
                                Term to any of the Funds. Aetna reserves the
                                right to establish terms and conditions
                                governing Dollar Cost Averaging. Dollar Cost
                                Averaging is not available when an SDO is in
                                effect.

1.15     Fixed Annuity:         An Annuity with payments that do not vary in
                                amount.

1.16     Fund(s):               The open-end management investment companies
                                (mutual funds) in which the Separate Account
                                invests.

1.17     General Account:       The Account holding the assets of Aetna, other
                                than those assets held in Aetna's separate
                                accounts.

1.18     Guaranteed Rates --    Aetna will declare the interest rate(s)
         AG Account:            applicable to a specific Guaranteed Term at
                                the start of the Deposit Period for that
                                Guaranteed Term. The rate(s) are guaranteed by
                                Aetna for the period beginning with the first
                                day of the Deposit Period and ending on the
                                Maturity Date. Guaranteed Rates are credited
                                beginning with the date of allocation. The
                                Guaranteed Rates are annual effective yields.
                                That is, interest is credited daily at a rate
                                that will produce the Guaranteed Rate over the
                                period of a year. No Guaranteed Rate will ever
                                be less than the Minimum Guaranteed Rate shown
                                on Contract Schedule I.

                                For Guaranteed Terms of one year or less, one
                                Guaranteed Rate is credited for the full
                                Guaranteed Term. For longer Guaranteed Terms, an
                                initial Guaranteed Rate is credited from the
                                date of deposit to the end of a specified period
                                within the Guaranteed Term. There may be
                                different Guaranteed Rate(s) declared for
                                subsequent specified time intervals throughout
                                the Guaranteed Term.


                                        9

<PAGE>

1.19     Guaranteed Term:       The period of time specified by Aetna for which
                                a specific Guaranteed Rate(s) is offered on
                                amounts invested during a specific Deposit
                                Period. Guaranteed Terms are made available
                                subject to Aetna's terms and conditions,
                                including, but not limited to, Aetna's right to
                                restrict allocations to new Net Purchase
                                Payments (such as by prohibiting Transfers into
                                a particular Guaranteed Term from any other
                                Guaranteed Term or from any of the Funds, or by
                                prohibiting Reinvestment of a Matured Term Value
                                to a particular Guaranteed Term. More than one
                                Guaranteed Term of the same duration may be
                                offered during a Deposit Period.

1.20     Guaranteed Term(s)     All AG Account Guaranteed Term(s) of the same
         Groups:                duration (from the close of the Deposit Period
                                until the designated Maturity Date).

1.21     Maintenance Fee:       The Maintenance Fee (see Contract Schedule I)
                                will be deducted during the Accumulation Period
                                from the Current Value on each anniversary of
                                the date the Account is established and upon
                                surrender of the entire Account.

1.22     Market Value           An adjustment that may apply to an amount
         Adjustment (MVA):      withdrawn or transferred from an AG Account
                                Guaranteed Term prior to the end of that
                                Guaranteed Term. The adjustment reflects the
                                change in the value of the investment due to
                                changes in interest rates since the date of
                                deposit and is computed using the formula given
                                in 3.06. The adjustment is expressed as a
                                percentage of each dollar being withdrawn.

1.23     Matured Term Value:    The amount payable on an AG Account Guaranteed
                                Term's Maturity Date.

1.24     Matured Term Value     During the calendar month following an AG
         Transfer:              Account Maturity Date, the Certificate Holder
                                may notify Aetna's home office in writing to
                                Transfer or surrender all or part of the Matured
                                Term Value, plus interest at the new Guaranteed
                                Rate accrued thereon, from the AG Account
                                without an MVA. This provision only applies to
                                the first such written request received from the
                                Certificate Holder during this period for any
                                Matured Term Value.

1.25     Maturity Date:         The last day of an AG Account Guaranteed Term.

1.26     Net Purchase           The Purchase Payment less premium taxes, if
         Payment(s):            applicable.



                                       10

<PAGE>

1.27     Nonunitized Separate   A separate account set up by Aetna under Title
         Account:               38, Section 38a-433, of the Connecticut General
                                Statutes, that holds assets for AG Account
                                Terms. There are no discrete units for this
                                Account. The Certificate Holder does not
                                participate in the investment gain or loss from
                                the assets held in the Nonunitized Separate
                                Account. Such gain or loss is borne entirely by
                                Aetna. These assets may be chargeable with
                                liabilities arising out of any other business of
                                Aetna.

1.28     Purchase Payment(s):   Payment(s) accepted by Aetna at its home office.
                                Aetna reserves the right to refuse to accept any
                                Purchase Payment at any time for any reason. No
                                advance notice will be given to the Contract
                                Holder or Certificate Holder.

1.29     Reinvestment:          Aetna will mail a notice to the Contract Holder
                                at least 18 calendar days before a Guaranteed
                                Term's Maturity Date. This notice will contain
                                the Terms available during current Deposit
                                Periods with their Guaranteed Rate(s) and
                                projected Matured Term Value. If no specific
                                direction is given by the Certificate Holder
                                prior to the Maturity Date, each Matured Term
                                Value will be reinvested in the current Deposit
                                Period for a Guaranteed Term of the same
                                duration. If a Guaranteed Term of the same
                                duration is unavailable, each Matured Term Value
                                will automatically be reinvested in the current
                                Deposit Period for the next shortest Guaranteed
                                Term available. If no shorter Guaranteed Term is
                                available, the next longer Guaranteed Term will
                                be used. Aetna will mail a confirmation
                                statement to the Certificate Holder the next
                                business day after the Maturity Date. This
                                notice will state the Guaranteed Term and
                                Guaranteed Rate(s) which will apply to the
                                reinvested Matured Term Value.

1.30     Separate Account:      A separate account that buys and holds shares of
                                the Fund(s). Income, gains or losses, realized
                                or unrealized, are credited or charged to the
                                Separate Account without regard to other income,
                                gains or losses of Aetna. Aetna owns the assets
                                held in the Separate Account and is not a
                                trustee as to such amounts. This Separate
                                Account generally is not guaranteed and is held
                                at market value. The assets of the Separate
                                Account, to the extent of reserves and other
                                contract liabilities of the Account, shall not
                                be charged with other Aetna liabilities.

1.31     Surrender Value:       The amount payable by Aetna upon the surrender
                                of any portion of an Account.

1.32     Transfers:             The movement of invested amounts among the
                                available Fund(s) and/or any AG Account
                                Guaranteed Term made available subject to terms
                                and conditions established by Aetna during the
                                Accumulation Period or, during the Annuity
                                Period, among the available Funds under a
                                Variable Annuity.


                                       11

<PAGE>

1.33     Valuation Period       The period of time for which a Fund determines
         (Period):              its net asset value, usually from 4:15 p.m.
                                Eastern time each day the New York Stock
                                Exchange is open until 4:15 p.m. the next such
                                day, or such other day that one or more of the
                                Funds determines its net asset value.

1.34     Variable Annuity:      An Annuity with payments that vary with the net
                                investment results of one or more Funds held
                                under the Separate Account.

II.    GENERAL PROVISIONS
- --------------------------------------------------------------------------------

2.01     Change of Contract:    Only an authorized officer of Aetna may change
                                the terms of this Contract. Aetna will notify
                                the Contract Holder in writing at least 30 days
                                before the effective date of any change. Any
                                change will not affect the amount or terms of
                                any Annuity which begins before the change.

                                Aetna reserves the right to refuse to accept any
                                Purchase Payment at any time for any reason.
                                This applies to an initial Purchase Payment to
                                establish a new Account or to subsequent
                                Purchase Payments to existing Accounts under the
                                Contract. No advance notice will be given to the
                                Contract Holder or Certificate Holder.

                                Aetna may make any change that affects the AG
                                Account Market Value Adjustment (3.06) with at
                                least 30 days' advance written notice to the
                                Contract Holder and the Certificate Holder. Any
                                such change shall become effective for any new
                                Term and will apply to all present and future
                                Accounts.

                                Any change that affects any of the following
                                under this Contract will not apply to Accounts
                                in existence before the effective date of the
                                change:

                                (a)   Net Purchase Payment (1.26)
                                (b)   AG Account Guaranteed Rate (1.18)
                                (c)   Net Return Factor(s) -- Separate Account
                                      (3.04)
                                (d)   Current Value (1.12)
                                (e)   Surrender Value (1.31)
                                (f)   Fund(s) Annuity Unit Value -- Separate
                                      Account (4.05)
                                (g)   Annuity options (4.07)
                                (h)   Fixed Annuity Interest Rates (4.01)
                                (i)   Transfers (1.32).


                                       12

<PAGE>

2.01      Change of Contract    Any change that affects the Annuity options and
          (Cont'd):             the tables for the options may be made:

                                (a) No earlier than 12 months after the
                                    effective date of this Contract; and
                                (b) No earlier than 12 months after the
                                    effective date of any prior change.

                                Any Account established on or after the
                                effective date of any change will be subject to
                                the change. If the Contract Holder does not
                                agree to any change under this provision, no new
                                Accounts may be established under this Contract.
                                This Contract may also be changed as deemed
                                necessary by Aetna to comply with federal or
                                state law.

2.02     Change of Fund(s):     The assets of the Separate Account are
                                segregated by Fund. If the shares of any Fund
                                are no longer available for investment by the
                                Separate Account or if in our judgment, further
                                investment in such shares should become
                                inappropriate in view of the purpose of the
                                Contract, Aetna may cease to make such Fund
                                shares available for investment under the
                                Contract prospectively, or Aetna may substitute
                                shares of another Fund for shares already
                                acquired. Aetna may also, from time to time, add
                                additional Funds. Any elimination, substitution
                                or addition of Funds will be done in accordance
                                with applicable state and federal securities
                                laws. Aetna reserves the right to substitute
                                shares of another Fund for shares already
                                acquired without a proxy vote.

2.03     Nonparticipating       The Contract Holder, Certificate Holders or
         Contract:              Beneficiaries will not have a right to
                                share in the earnings of Aetna.

2.04     Payments and           While the Certificate Holder is living, Aetna
         Elections:             will pay the Certificate Holder any Annuity
                                payments as and when due. After the Certificate
                                Holder's death, or at the death of the first
                                Certificate Holder if the Account is owned
                                jointly, any Annuity payments required to be
                                made will be paid in accordance with 4.03. Aetna
                                will determine other payments and/or elections
                                as of the end of the Valuation Period in which
                                the request is received at its home office. Such
                                payments will be made within seven calendar days
                                of receipt at its home office of a written claim
                                for payment which is in good order, except as
                                provided in 3.15.

2.05     State Laws:            The Contract and the Certificate comply with the
                                laws of the state in which they are delivered.
                                Any surrender, death, or Annuity payments are
                                equal to or greater than the minimum required by
                                such laws. Annuity tables for legal reserve
                                valuation shall be as required by state law.
                                Such tables may be different from Annuity tables
                                used to determine Annuity payments.


                                       13

<PAGE>

2.06     Control of Contract:   This is a Contract between the Contract Holder
                                and Aetna. The Contract Holder has title to the
                                Contract. Contract Holder rights are limited to
                                accepting or rejecting Contract modifications.
                                The Certificate Holder has all other rights to
                                amounts held in his or her Account.

                                Each Certificate Holder shall own all amounts
                                held in his or her Account. Each Certificate
                                Holder may make any choices allowed by this
                                Contract for his or her Account. Choices made
                                under this Contract must be in writing. If the
                                Account is owned jointly, both Certificate
                                Holders must authorize any Certificate Holder
                                change in writing. Until receipt of such choices
                                at Aetna's home office, Aetna may rely on any
                                previous choices made.

                                The Contract is not subject to the claims of any
                                creditors of the Contract Holder or the
                                Certificate Holder, except to the extent
                                permitted by law.

                                The Certificate Holder may assign or transfer
                                his or her rights under the Contract. Aetna
                                reserves the right not to accept assignment or
                                transfer to a nonnatural person. Any assignment
                                or transfer made must be submitted to Aetna's
                                home office in writing and will not be effective
                                until accepted by Aetna.

2.07     Designation of         Each Certificate Holder shall name his or her
         Beneficiary:           Beneficiary. If the Account is owned jointly,
                                both Certificate Holders must agree in writing
                                to the Beneficiary designated. The Beneficiary
                                may be changed at any time. Changes to a
                                Beneficiary must be submitted to Aetna's home
                                office in writing and will not be effective
                                until accepted by Aetna. If the Account is owned
                                jointly, at the death of one joint Certificate
                                Holder, the survivor will be deemed the
                                Beneficiary; any other Beneficiary on record
                                will be deemed a contingent Beneficiary.

2.08     Misstatements and      If Aetna finds the age of any Annuitant to be
         Adjustments:           misstated, the correct facts will be used to
                                adjust payments.

2.09     Incontestability:      Aetna cannot cancel this Contract because of any
                                error of fact.

2.10     Grace Period:          This Contract will remain in effect even if
                                Purchase Payments are not continued except as
                                provided in the Payment of Adjusted Current
                                Value provision (see 3.16).

2.11     Individual             Aetna shall issue a certificate to each
         Certificates:          Certificate Holder. The certificate will
                                summarize certain provisions of the Contract.
                                Certificates are for information only and are
                                not a part of the Contract.


                                       14

<PAGE>

III.   PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------------------------------------------------------

3.01     Net Purchase Payment:  This amount is the actual Purchase Payment less
                                any premium tax. Aetna reserves the right to pay
                                premium taxes when due and deduct the amount
                                from the Current Value when we pay the tax or at
                                a later date.

                                Each Net Purchase Payment will be allocated, as
                                directed by the Certificate Holder among:

                                (a) AG Account Guaranteed Terms made available
                                    subject to terms and conditions established
                                    by Aetna; and

                                (b) The Fund(s) in which the Separate Account
                                    invests.

                                For each Net Purchase Payment, the Certificate
                                Holder shall tell Aetna the percentage of each
                                Purchase Payment to allocate to any available AG
                                Account Guaranteed Terms and/or each Fund.
                                Unless different allocation instructions are
                                received for any subsequent Net Purchase
                                Payment, the allocation will be the same as for
                                the initial Net Purchase Payment. If the same
                                Guaranteed Term is no longer available, the Net
                                Purchase Payment will be allocated to the next
                                shortest Guaranteed Term available in the
                                current Deposit Period. If no shorter Guaranteed
                                Term is available, the next longer Guaranteed
                                Term will be used.

3.02     Certificate Holder's   Aetna will maintain an Account for each
         Account:               Certificate Holder.

                                Aetna will declare from time to time the
                                acceptability and the minimum amount for
                                additional Purchase Payments.

3.03     Fund(s) Record         The portion of the Net Purchase Payment(s)
         Units -- Separate      applied to each Fund under the Separate Account
         Account:               will determine the number of Fund record units
                                for that Fund. This number is equal to the
                                portion of the Net Purchase Payment(s) applied
                                to each Fund divided by the Fund record unit
                                value (see 3.05) for the Valuation Period in
                                which the Purchase Payment is received in good
                                order at Aetna's home office.

3.04     Net Return             The net return factor(s) are used to compute all
         Factor(s) --           Separate Account record units for any Fund.
         Separate Account:

                                The net return factor(s) for each Fund is equal
                                to 1.0000000 plus the net return rate.

                                The net return rate is equal to:

                                (a) The value of the shares of the Fund held by
                                    the Separate Account at the end of the
                                    Valuation Period; minus


                                       15

<PAGE>

3.04     Net Return             (b) The value of the shares of the Fund held by
         Factor(s) -- Separate      the Separate Account at the start of the
         Account (Cont'd):          Valuation Period; plus or minus

                                (c) Taxes (or reserves for taxes) on the
                                    Separate Account (if any); divided by

                                (d) The total value of the Fund(s) record units
                                    and Fund(s) annuity units of the Separate
                                    Account at the start of the Valuation
                                    Period; minus

                                (e) A daily Separate Account charge at an annual
                                    rate as shown on Contract Schedule I for
                                    mortality and expense risks, which may
                                    include profit; and a daily administrative
                                    charge.

                                A net return rate may be more or less than 0%.
                                The value of a share of the Fund is equal to the
                                net assets of the Fund divided by the number of
                                shares outstanding.

3.05     Fund Record Unit       A Fund record unit value is computed by
         Value -- Separate      multiplying the net return factors for the
         Account:               current Valuation Period by the Fund record unit
                                value for the previous Period. The dollar value
                                of Fund record units, Separate Account assets,
                                and Variable Annuity payments may go up or down
                                due to investment gain or loss.

3.06     Market Value           An MVA will apply to any withdrawal from the AG
         Adjustment:            Account before the end of a Guaranteed Term when
                                the withdrawal is:

                                (a) A Transfer; except for Transfers under the
                                    Dollar Cost Averaging program or, as
                                    specified in 1.24 Matured Term Value
                                    Transfer;

                                (b) A full or partial surrender (including a
                                    free withdrawal under 3.14), except for a
                                    payment made (1) under an SDO (see 3.10), or
                                    (2) under a qualified Contract, when the
                                    amount withdrawn is equal to the required
                                    minimum distribution for the Account
                                    calculated using a method permitted under
                                    the Code and agreed to by Aetna; or

                                (c) Due to election of an Annuity (see 4.07).

                                Full and partial surrenders and Transfers made
                                within six months after the date of the
                                Annuitant's death will be the greater of:

                                (a) The aggregate MVA amount which is the sum of
                                    all market value adjusted amounts calculated
                                    due to a withdrawal of amounts. This total
                                    may be greater or less than the Current
                                    Value of those amounts; or

                                (b) The applicable portion of the Current Value
                                    in the AG Account.


                                       16


<PAGE>

3.06     Market Value           After the six-month period, the surrender or
         Adjustment (Cont'd):   Transfer will be the aggregate MVA amount,
                                which may be greater or less than the Current
                                Value of those amounts.

                                The greater of the aggregate MVA amount or the
                                applicable portion of the Current Value applies
                                to amounts withdrawn from the AG Account on
                                account of an election of Annuity options 2 or 3
                                (see 4.07).

                                Market value adjusted amounts will be equal to
                                the amount withdrawn multiplied by the following
                                ratio:

                                               x
                                             -----
                                              365

                                   (1 + i)
                                 -----------------

                                               x
                                             -----
                                              365

                                   (1 + j)

                                Where:

                                      i   is the Deposit Period Yield
                                      j   is the Current Yield
                                      x   is the number of days remaining,
                                          (computed from Wednesday of the week
                                          of withdrawal) in the Guaranteed
                                          Term.

                                The Deposit Period Yield will be determined as
                                follows:

                                (a) At the close of the last business day of
                                    each week of the Deposit Period, a yield
                                    will be computed as the average of the
                                    yields on that day of U.S. Treasury Notes
                                    which mature in the last three months of the
                                    Guaranteed Term.

                                (b) The Deposit Period Yield is the average of
                                    those yields for the Deposit Period. If
                                    withdrawal is made before the close of the
                                    Deposit Period, it is the average of those
                                    yields on each week preceding withdrawal.

                                The Current Yield is the average of the yields
                                on the last business day of the week preceding
                                withdrawal on the same U.S. Treasury Notes
                                included in the Deposit Period Yield.

                                In the event that no U.S. Treasury Notes which
                                mature in the last three months of the
                                Guaranteed Term exist, Aetna reserves the right
                                to use the U.S. Treasury Notes that mature in
                                the following quarter.


                                       17

<PAGE>

3.07     Transfer of Current    Before an Annuity option is elected, all
         Value from the Funds   or any portion of the Adjusted Current Value of
         or AG Account During   the Certificate Holder's Account may be
         the Accumulation       transferred from any Fund or Guaranteed Term of
         Period:                the AG Account:

                                (a) To any other Fund; or

                                (b) To any Guaranteed Term of the AG Account
                                    made available subject to terms and
                                    conditions specified by Aetna in the current
                                    Deposit Period.

                                Transfer requests can be submitted as a
                                percentage or as a dollar amount. Aetna may
                                establish a minimum transfer amount. Within a
                                Guaranteed Term Group, the amount to be
                                surrendered or transferred will be withdrawn
                                first from the oldest Deposit Period, then from
                                the next oldest, and so on until the amount
                                requested is satisfied.

                                The Certificate Holder may make an unlimited
                                number of Transfers during the Accumulation
                                Period. The number of free Transfers allowed by
                                Aetna is shown on Contract Schedule I.
                                Additional Transfers may be subject to a
                                Transfer fee as shown on Contract Schedule I.

                                Amounts transferred from AG Account under the
                                Dollar Cost Averaging program, or amounts
                                transferred as a Matured Term Value on or within
                                one calendar month of a Term's Maturity Date do
                                not count against the annual Transfer limit.

                                Amounts allocated to AG Account Guaranteed Terms
                                may not be transferred to the Funds or to
                                another Guaranteed Term during a Deposit Period
                                or for 90 days after the close of a Deposit
                                Period except for (1) Matured Term Value(s)
                                during the calendar month following the Term's
                                Maturity Date; (2) amounts used as a premium for
                                an Annuity option; (3) amounts transferred under
                                the Dollar Cost Averaging program; and (4)
                                amounts distributed under the Systematic
                                Withdrawal Option.

3.08     Notice to the          The Certificate Holder will receive quarterly
         Certificate Holder:    statements from Aetna of:

                                (a) The value of any amounts held in:
                                    (1) The AG Account; and
                                    (2) The Fund(s) under the Separate Account.
                                (b) The number of any Fund(s) record units; and
                                (c) The Fund(s) record unit value.

                                Such number or values will be as of a specific
                                date no more than 60 days before the date of the
                                notice.

3.09     Loans:                 Loans are not available under this Contract.


                                       18

<PAGE>

3.10     Systematic             Aetna may, from time to time, make one or more
         Distribution           systematic distribution options (SDOs) available
         Options (SDOs):        during the Accumulation Period.  When an SDO is
                                elected, Aetna will make automatic payments from
                                the Certificate Holder's Account. No Surrender
                                Fee or MVA will apply to the automatic payments
                                made under an SDO.

                                Any SDO will be subject to the following
                                criteria:

                                (a) Any SDO will be available to similarly
                                    situated contracts uniformly, and on the
                                    basis of objective criteria consistently
                                    applied;

                                (b) The availability of any SDO may be limited
                                    by terms and conditions applicable to the
                                    election of such SDO; and

                                (c) Aetna may discontinue the availability of an
                                    SDO at any time. Except to the extent
                                    required to comply with applicable law,
                                    discontinuance of an SDO will apply only to
                                    future elections and will not affect SDOs in
                                    effect at the time an option is
                                    discontinued.

3.11     Death Benefit Amount:  If the Certificate Holder or Annuitant dies
                                before Annuity payments start, the Beneficiary
                                is entitled to a death benefit under the
                                Account. If the Account is owned jointly, the
                                death benefit is paid at the death of the first
                                joint Certificate Holder to die. The claim date
                                is the date when proof of death and the
                                Beneficiary's claim are received in good order
                                at Aetna's home office. The amount of the death
                                benefit is determined as follows:

                                (a) Death of Annuitant: The guaranteed death
                                    benefit is the greatest of:

                                (1) The sum of all Purchase Payment(s) made to
                                    the Account (as of the date of death) minus
                                    the sum of all amounts surrendered, applied
                                    to an Annuity, or deducted from the Account;

                                (2) The highest step up value, as of the date of
                                    death, prior to the Annuitant's 75th
                                    birthday. A step-up value is determined on
                                    each anniversary of the Effective Date. Each
                                    step-up value is calculated as the Account's
                                    Current Value on the Effective Date
                                    anniversary, increased by the amount of any
                                    Purchase Payment(s) made, and decreased by
                                    the sum of all amounts surrendered,
                                    deducted, and/or applied to an Annuity
                                    option since the Effective Date anniversary.

                                (3) The Account's Current Value as of the date
                                    of death.


                                       19

<PAGE>

3.11     Death Benefit          The excess, if any, of the guaranteed death
         Amount (Cont'd):       benefit value over the Account's Current Value
                                is determined as of the date of death. Any
                                excess amount will be deposited to the Account
                                and allocated to Aetna Variable Encore Fund as
                                of the claim date. The Current Value on the
                                claim date plus any excess amount deposited
                                becomes the Account's Current Value.

                                (b) Death of the Certificate Holder if the
                                    Certificate Holder is not the Annuitant: The
                                    death benefit amount is the Account's
                                    Adjusted Current Value on the claim date. A
                                    Surrender Fee may apply to any full or
                                    partial surrender (see 3.14 and Contract
                                    Schedule I).

                                (c) Death of a spousal Beneficiary who continued
                                    the Account: The death benefit amount equals
                                    the Account's Adjusted Current Value on the
                                    claim date, less any applicable Surrender
                                    Fee (see 3.14 and Contract Schedule I) on
                                    Purchase Payments made since the death of
                                    the Annuitant.

                                (d) Death of the spousal beneficiary of a
                                    Certificate Holder who was not the Annuitant
                                    and who continued the Account: The death
                                    benefit amount equals the Account's Adjusted
                                    Current Value on the claim date. A Surrender
                                    Fee may apply to any full or partial
                                    surrender (see 3.14 and Contract Schedule
                                    I).

3.12     Death Benefit          Prior to any election, or until amounts must
         Options Available      be otherwise distributed under this section,
         to Beneficiary:        the Current Value will be retained in the
                                Account. The Beneficiary has the right to
                                allocate or reallocate any amount to any of the
                                available investment options (subject to an MVA
                                if applicable). The following options are
                                available to the Beneficiary:

                                (a) When the Certificate Holder is the Annuitant
                                    if the Annuitant dies (or when the
                                    Certificate Holder is a nonnatural person if
                                    the Annuitant dies):

                                    (1) If the Beneficiary is the surviving
                                        spouse, the spousal Beneficiary will be
                                        the successor Certificate Holder and may
                                        exercise all Certificate Holder rights
                                        under the Contract and continue in the
                                        Accumulation Period, or may elect (i)
                                        or (ii) below.

                                        Under the Code, distributions from the
                                        Account are not required until the
                                        spousal Beneficiary's death. The spousal
                                        Beneficiary may elect to:


                                       20

<PAGE>

3.12     Death Benefit                 (i) Apply some or all of the Adjusted
         Options available                 Current Value to an Annuity option
         to Beneficiary                    (see 4.07);
         (Cont'd):                    (ii) Receive, at any time, a lump sum
                                           payment equal to the Adjusted Current
                                           Value of the Account.

                                    (2) If the Beneficiary is other than the
                                        surviving spouse, options (i) or (ii)
                                        above apply. Any portion of the Adjusted
                                        Current Value not applied to an Annuity
                                        option within one year of the death must
                                        be distributed within five years of the
                                        date of death.

                                    (3) If no Beneficiary exists, a lump sum
                                        payment equal to the Adjusted Current
                                        Value must be made to the Annuitant's
                                        estate within five years of the date of
                                        death.

                                    (4) If the Beneficiary is an entity, a lump
                                        sum payment equal to the Adjusted
                                        Current Value must be made within five
                                        years of the date of death.

                                (b) When the Certificate Holder is not the
                                    Annuitant when the Certificate Holder dies:

                                    (1) If the Beneficiary is the Certificate
                                        Holder's surviving spouse, the spousal
                                        Beneficiary will be the successor
                                        Certificate Holder and may exercise all
                                        Certificate Holder rights under the
                                        Contract and continue in the
                                        Accumulation Period, or may elect (i) or
                                        (ii), below. Under the Code,
                                        distributions from the Account are not
                                        required until the spousal Beneficiary's
                                        death. The spousal Beneficiary may elect
                                        to:

                                       (i) Apply some or all of the Adjusted
                                           Current Value to an Annuity option 2
                                           or 3 (see 4.07);

                                      (ii) Receive, at any time, a lump sum
                                           payment equal to the Surrender Value.

                                    (2) If the Beneficiary is other than the
                                        Certificate Holder's surviving spouse,
                                        options (i) or (ii) under (1) above
                                        apply. Any portion of the death benefit
                                        not applied to an Annuity option within
                                        one year of the Certificate Holder's
                                        death must be distributed within five
                                        years of the date of death.


                                       21

<PAGE>

3.12     Death Benefit              (3) If no Beneficiary exists, a lump sum
         Options available              payment equal to the Surrender Value
         to Beneficiary                 must be made to the Certificate Holder's
         (Cont'd):                      estate within five years of the date of
                                        death.

                                    (4) If the Beneficiary is an entity, a lump
                                        sum payment equal to the Surrender Value
                                        must be made within five years of the
                                        date of death.

                                (c) When the Certificate Holder is a natural
                                    person and not the Annuitant, when the
                                    Annuitant dies, the Beneficiary (or the
                                    Certificate Holder if no Beneficiary exists)
                                    may elect to:

                                       (i) Apply all or some of the Adjusted
                                           Current Value to an Annuity option
                                           within 60 days of the date of death;
                                           or

                                      (ii) Receive a lump sum payment equal to
                                           the Adjusted Current Value.

3.13     Liquidation of         All or any portion of the Account's Current
         Surrender Value:       Value may be surrendered at any time. Surrender
                                requests can be submitted as a percentage of the
                                Account Value or as a specific dollar amount.
                                Net Purchase Payment amounts are withdrawn
                                first, and then the excess value, if any. For
                                any partial surrender, amounts are withdrawn on
                                a pro rata basis from the Fund(s) and/or the
                                Guaranteed Term(s) Groups of the AG Account in
                                which the Current Value is invested. Within a
                                Guaranteed Term Group, the amount to be
                                surrendered or transferred will be withdrawn
                                first from the oldest Deposit Period, then from
                                the next oldest, and so on until the amount
                                requested is satisfied.

                                After deduction of the Maintenance Fee, if
                                applicable, the surrendered amount shall be
                                reduced by a Surrender Fee, if applicable. An
                                MVA may apply to amounts surrendered from the AG
                                Account.

3.14     Surrender Fee:         The Surrender Fee only applies to the Net
                                Purchase Payment(s) portion surrendered and
                                varies according to the elapsed time since
                                deposit (see Contract Schedule I). Net Purchase
                                Payment amounts are withdrawn in the same order
                                they were applied.

                                No Surrender Fee is deducted from any portion of
                                the Current Value which is paid:

                                (a) To a Beneficiary due to the Annuitant's
                                    death before Annuity payments start, up to a
                                    maximum of the aggregate Net Purchase
                                    Payment(s) minus the total of all partial
                                    surrenders, amounts applied to an Annuity
                                    and deductions made prior to the Annuitant's
                                    date of death;


                                       22

<PAGE>

3.14     Surrender Fee          (b) As a premium for an Annuity option (see
         (Cont'd):                  4.07);

                                (c) As a distribution under an systematic
                                    distribution option (see 3.10);

                                (d) At least 12 months after the date of the
                                    first Purchase Payment to the Account, in an
                                    amount not to exceed the amount shown
                                    on Contract Schedule I under Annual Waiver
                                    of Surrender Fee. This waiver of the
                                    Surrender Fee applies to the first full
                                    or partial surrender in the calendar year.
                                    This waiver is not available if a systematic
                                    distribution option has been in effect
                                    at any time during the calendar year;

                                (e) For a full surrender of the Account where
                                    the Current Value of the Account is $2,500
                                    or less and no surrenders have been taken
                                    from the Account within the prior 12 months;

                                (f) By Aetna under 3.16; or

                                (g) If the Annuitant has spent at least 45
                                    consecutive days in a licensed nursing
                                    care facility and each of the following
                                    conditions are met:

                                       (1) more than one calendar year has
                                           elapsed since the date the
                                           certificate was issued; and

                                       (2) the surrender is requested within 3
                                           years of admission to a licensed
                                           nursing care facility.

                                       This waiver does not apply if the
                                       Annuitant was in a nursing care facility
                                       at the time the certificate was issued.

                                (h) Under a qualified Contract when the amount
                                    withdrawn is equal to the minimum
                                    distribution required by the Code for the
                                    Account calculated using a method permitted
                                    under the Code and agreed to by Aetna.

3.15     Payment of Surrender   Under certain emergency conditions, Aetna may
         Value:                 defer payment:

                                (a) For a period of up to 6 months (unless not
                                    allowed by state law); or

                                (b) As provided by federal law.

3.16     Payment of Adjusted    Upon 90 days' written notice to the Certificate
         Current Value:         Holder, Aetna will terminate any Account if the
                                Current Value becomes less than $2,500
                                immediately following any partial surrender.
                                Aetna does not intend to exercise this right in
                                cases where an Account Current Value is reduced
                                to $2,500 or less solely due to investment
                                performance. A Surrender Fee will not be
                                deducted from the Adjusted Current Value.


                                       23

<PAGE>

IV.    ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

4.01     Choices:               The Contract Holder may tell Aetna to apply any
                                portion of the Adjusted Current Value (minus any
                                premium tax, if applicable,) to any Annuity
                                option (see 4.07). The first Annuity payment may
                                not be earlier than one calendar year after the
                                initial Purchase Payment nor later than the
                                later of:

                                (a) The first day of the month following the
                                    Annuitant's 85th birthday; or

                                (b) The tenth anniversary of the last Purchase
                                    Payment. In lieu of the election of an
                                    Annuity, the Certificate Holder may tell
                                    Aetna to make a lump sum payment.

                                When an Annuity option is chosen, Aetna must
                                also be told if payments are to be made other
                                than monthly and whether to pay:

                                (a) A Fixed Annuity using the General Account;

                                (b) A Variable Annuity using any of the Fund(s)
                                    available under this Contract for Annuity
                                    purposes; or

                                (c) A combination of (a) and (b).

                                If a Fixed Annuity is chosen, the Annuity
                                purchase rate for the option chosen reflects the
                                Minimum Guaranteed Interest Rate (see Contract
                                Schedule II), but may reflect a higher interest
                                rates. If a Variable Annuity is chosen, the
                                initial Annuity payment for the option chosen
                                reflects the assumed annual return rate elected.
                                (see Contract Schedule II).

                                During the Annuity Period when a Variable
                                Annuity has been elected, at the request of the
                                Certificate Holder, all or any portion of the
                                amount allocated to a Fund may be transferred to
                                any other Fund available during the Annuity
                                Period. Four transfers, without charge, are
                                allowed each calendar year. Aetna reserves the
                                right to change the number of transfers allowed.

                                Transfer requests must be expressed as a
                                percentage of the allocation among the Funds of
                                the amount upon which the Variable Annuity will
                                be based. Aetna reserves the right to establish
                                a minimum transfer amount. Transfers will be
                                effective as of the Valuation Period in which
                                Aetna receives a transfer request in good order
                                at its Home Office.

4.02     Terms of Annuity       (a) When payments start, the age of the
         Options:                   Annuitant plus the number of years for
                                    which payments are guaranteed must not
                                    exceed 95.


                                       24

<PAGE>

4.02     Terms of Annuity       (b) An Annuity option may not be elected if the
         Options (Cont'd):          first payment would be less than $50 or if
                                    the total payments in a year would be less
                                    than $250 (less if required by state law).
                                    Aetna reserves the right to increase the
                                    minimum first Annuity payment amount and the
                                    annual minimum Annuity payment amount based
                                    upon increases reflected in the Consumer
                                    Price Index-Urban, (CPI-U) since July 1,
                                    1993.

                                (c) If a Fixed Annuity is chosen Aetna will use
                                    the applicable current settlement rate if it
                                    will provide higher Fixed Annuity payments.

                                (d) For purposes of calculating the guaranteed
                                    first payment of a Variable Annuity or the
                                    payments for a Fixed Annuity, the
                                    Annuitant's and second Annuitant's adjusted
                                    age will be used. The Annuitant's and second
                                    Annuitant's adjusted age is his or her age
                                    as of the birthday closest to the Annuity
                                    commencement date reduced by one year for
                                    Annuity commencement dates occurring during
                                    the period of time from July 1, 1993 through
                                    December 31, 1999. The Annuitant's and
                                    second Annuitant's age will be reduced by
                                    two years for Annuity commencement dates
                                    occurring during the period of time from
                                    January 1, 2000 through December 31, 2009.
                                    The Annuitant's and second Annuitant's
                                    age will be reduced by one additional year
                                    for Annuity commencement dates occurring in
                                    each succeeding decade.

                                    The Annuity purchase rates for options 2
                                    and 3 are based on mortality from 1983
                                    Table a.

                                (e) Assumed Annual Net Return Rate is the
                                    interest rate used to determine the amount
                                    of the first Annuity payment under a
                                    Variable Annuity as shown on Contract
                                    Schedule II. The Separate Account must earn
                                    this rate plus enough to cover the mortality
                                    and expense risks charges (which may include
                                    profit) and administrative charges if future
                                    Variable Annuity Payments are to remain
                                    level, (see Annuity return factor under
                                    Variable Annuity Assumed Annual Net Return
                                    Rate on Contract Schedule II).

                                (f) Once elected, Annuity payments cannot be
                                    commuted to a lump sum except for Variable
                                    Annuity payments under option 1 (see 4.07).
                                    The life expectancy of the Annuitant or the
                                    Annuitant and second Annuitant shall be
                                    irrevocable upon the election of an Annuity
                                    option.


                                       25

<PAGE>

4.03     Death of               (a) Certificate Holder is Annuitant: When the
         Annuitant/Beneficiary:     Certificate Holder is the Annuitant and the
                                    Annuitant dies under option 1 or 2, or both
                                    the Annuitant and the second Annuitant die
                                    under option 3(d), the present value of any
                                    remaining guaranteed payments will be paid
                                    in one sum to the Beneficiary, or upon
                                    election by the Beneficiary, any remaining
                                    payments will continue to the Beneficiary.
                                    If option 3 has been elected and the
                                    Certificate Holder dies, the remaining
                                    payments will continue to the successor
                                    payee. If no successor payee has been
                                    designated, the Beneficiary will be treated
                                    as the successor payee. If the Account has
                                    joint Certificate Holders, the surviving
                                    joint Certificate Holder will be deemed the
                                    successor payee.

                                (b) Certificate Holder is Not Annuitant:
                                    When the Certificate Holder is not the
                                    Annuitant and the Certificate Holder dies,
                                    the remaining payments will continue to the
                                    successor payee. If no successor payee has
                                    been designated, the Beneficiary will be
                                    treated as the successor payee. If the
                                    Account has joint Certificate Holders, the
                                    surviving joint Certificate Holder will be
                                    deemed the successor payee.

                                    If the Annuitant dies under option 1 or 2,
                                    or both the Annuitant and the second
                                    Annuitant die under option 3(d), the present
                                    value of any remaining guaranteed payments
                                    will be paid in one sum to the Beneficiary,
                                    or upon the election by the Beneficiary, any
                                    remaining payments will continue to the
                                    Beneficiary. If option 3 has been elected,
                                    and the Annuitant dies, the remaining
                                    payments will continue to the Certificate
                                    Holder.

                                (c) No Beneficiary Named/Surviving: If there
                                    is no Beneficiary, the present value of any
                                    remaining payments will be paid in one sum
                                    to the Certificate Holder, or if the
                                    Certificate Holder is not living, then to
                                    the Certificate Holder's estate.

                                (d) If the Beneficiary or the successor payee
                                    dies while receiving Annuity payments, the
                                    present value of any remaining guaranteed
                                    payments will be paid in one sum to the
                                    successor Beneficiary/payee, or upon
                                    election by the successor Beneficiary/payee,
                                    any remaining payments will continue to the
                                    successor Beneficiary/payee. If no successor
                                    Beneficiary/payee has been designated, the
                                    present value of any remaining guaranteed
                                    payments will be paid in one sum to the
                                    Beneficiary's/payee's estate.


                                       26

<PAGE>

4.03     Death of               (e) The present value will be determined as of
         Annuitant/Beneficiary      the Valuation Period in which proof of
         (Cont'd):                  death acceptable to Aetna and a request for
                                    payment is received at Aetna's home office.
                                    The interest rate used to determine the
                                    first payment will be used to calculate the
                                    present value.

4.04     Fund(s) Annuity        The number of each Fund's Annuity units is based
         Units -- Separate      on the amount of the first Variable Annuity
         Account:               payment which is equal to:

                                (a) The portion of the Current Value applied
                                    to pay a Variable Annuity (minus any premium
                                    tax); divided by
                                (b) 1,000; multiplied by
                                (c) The payment rate for the option chosen.

                                Such amount, or portion, of the variable payment
                                will be divided by the appropriate Fund Annuity
                                unit value (see 4.05) on the tenth Valuation
                                Period before the due date of the first payment
                                to determine the number of each Fund Annuity
                                units. The number of each Fund Annuity units
                                remains fixed. Each future payment is equal to
                                the sum of the products of each Fund Annuity
                                unit value multiplied by the appropriate number
                                of units. The Fund Annuity unit value on the
                                tenth Valuation Period prior to the due date of
                                the payment is used.

4.05     Fund(s) Annuity Unit   For any Valuation Period, a Fund Annuity unit
         Value -- Separate      value is equal to:
         Account:
                                (a) The value for the previous Period;
                                    multiplied by
                                (b) The Annuity net return factor(s) (see 4.06
                                    below) for the Period; multiplied by
                                (c) A factor to reflect the assumed annual net
                                    return rate (see Contract Schedule II).

                                The dollar value of a Fund Annuity unit values
                                and Annuity payments may go up or down due to
                                investment gain or loss.

4.06     Annuity Net Return     The Annuity net return factor(s) are used to
         Factor(s) -- Separate  compute all Separate Account Annuity Payments
         Account:               for any Fund.

                                The Annuity net return factor(s) for each Fund
                                is equal to 1.0000000 plus the net return rate.

                                The net return rate is equal to:

                                (a) The value of the shares of the Fund held by
                                    the Separate Account at the end of a
                                    Valuation Period; minus
                                (b) The value of the shares of the Fund held by
                                    the Separate Account at the start of the
                                    Valuation Period; plus or minus
                                (c) Taxes (or reserves for taxes) on the
                                    Separate Account (if any); divided by


                                       27

<PAGE>

4.06     Annuity Net Return     (d) The total value of the Fund(s) record units
         Factor(s) -- Separate      and Fund(s) Annuity units of the Separate
         Account (Cont'd):          Account at the start of the Valuation
                                    Period; minus
                                (e) A daily charge for Annuity mortality and
                                    expense risks, which may include profit,
                                    and a daily administrative charge (at
                                    the annual rate as shown on Contract
                                    Schedule II).

                                A net return rate may be more or less than 0%.

                                The value of a share of the Fund is equal to the
                                net assets of the Fund divided by the number of
                                shares outstanding.

                                Payments shall not be changed due to changes in
                                the mortality or expense results or
                                administrative charges.

4.07     Annuity Options:       Option 1 -- Payments for a Specified Period:
                                Payments are made for the number of years
                                specified by the Certificate Holder. The number
                                of years must be at least five and not more than
                                30.

                                Option 2 - Life income based on the life of one
                                Annuitant: Payments are made until the death of
                                the Annuitant. When this option is elected, the
                                Certificate Holder must also choose one of the
                                following:

                                (a) payments cease at the death of the
                                    Annuitant;
                                (b) payments are guaranteed for a specified
                                    period from five to 30 years;
                                (c) cash refund: when the Annuitant dies,
                                    the Beneficiary will receive a lump sum
                                    payment equal to the amount applied to the
                                    Annuity option (less any premium tax, if
                                    applicable) less the total amount of Annuity
                                    payments made prior to such death. This cash
                                    refund feature is only available if the
                                    total amount applied to the Annuity option
                                    is allocated to a Fixed Annuity.

                                Option 3 -- Life income based on the lives of
                                two Annuitants: Payments are made for the lives
                                of two Annuitants, one of whom is designated the
                                second Annuitant, and cease only when both
                                Annuitants have died. When this option is
                                elected, the Certificate Holder must also choose
                                one of the following:

                                (a) 100% of the payment to continue after the
                                    first death;
                                (b) 66 2/3% of the payment to continue after
                                    the first death;
                                (c) 50% of the payment to continue after the
                                    first death;
                                (d) 100% of the payment to continue after the
                                    first death and payments are guaranteed for
                                    a period of five to 30 years;
                                (e) 100% of the payment to continue at the
                                    death of the designated second Annuitant and
                                    50% of the payment to continue at the death
                                    of the Annuitant; or


                                       28


<PAGE>

4.07     Annuity Options        (f) 100% of the payment continues after the
         (Cont'd):                  first death with a cash refund feature. When
                                    the Annuitant and designated second
                                    Annuitant die, the Beneficiary will receive
                                    a lump sum payment equal to the amount
                                    applied to the Annuity option (less any
                                    premium tax) less the total amount of
                                    Annuity payments paid prior to such death.
                                    This cash refund feature is only available
                                    if the total amount applied to the Annuity
                                    option is allocated to a Fixed Annuity.

                                If a Fixed Annuity is chosen under Option 1,
                                Option 2 (a) or (b), or Option 3 (a) or (d), the
                                Contract Holder may elect, at the time the
                                Annuity option is selected, an annual increase
                                of one, two or three percent compounded
                                annually.

                                As allowed under applicable state law, Aetna
                                reserves the right to offer additional Annuity
                                options.




                                       29

<PAGE>

                    OPTION 1: Payments for a Specified Period

- --------------------------------------------------------------------------------
                            Monthly Amount for Each $1,000*
             Rates for a Fixed Annuity with a 3% Guaranteed Interest Rate
- --------------------------------------------------------------------------------
        Years                Payment                Years                Payment
- --------------------------------------------------------------------------------
          5                    17.91                  18                   5.96
          6                    15.14                  19                   5.73
          7                    13.16                  20                   5.51
          8                    11.68                  21                   5.32
          9                    10.53                  22                   5.15
         10                     9.61                  23                   4.99
         11                     8.86                  24                   4.84
         12                     8.24                  25                   4.71
         13                     7.71                  26                   4.59
         14                     7.26                  27                   4.47
         15                     6.87                  28                   4.37
         16                     6.53                  29                   4.27
         17                     6.23                  30                   4.18
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                          First Month Amount for Each $1,000*
            Rates for a Variable Annuity with a 3.5% Assumed Interest Rate
- --------------------------------------------------------------------------------
        Years                Payment                Years                Payment
- --------------------------------------------------------------------------------
          5                    18.12                  18                   6.20
          6                    15.35                  19                   5.97
          7                    13.38                  20                   5.75
          8                    11.90                  21                   5.56
          9                    10.75                  22                   5.39
         10                     9.83                  23                   5.24
         11                     9.09                  24                   5.09
         12                     8.46                  25                   4.96
         13                     7.94                  26                   4.84
         14                     7.49                  27                   4.73
         15                     7.10                  28                   4.63
         16                     6.76                  29                   4.53
         17                     6.47                  30                   4.45
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                          First Month Amount for Each $1,000*
             Rates for a Variable Annuity with a 5% Assumed Interest Rate
- --------------------------------------------------------------------------------
        Years                Payment                Years                Payment
- --------------------------------------------------------------------------------
          5                    18.74                  18                   6.94
          6                    15.99                  19                   6.71
          7                    14.02                  20                   6.51
          8                    12.56                  21                   6.33
          9                    11.42                  22                   6.17
         10                    10.51                  23                   6.02
         11                     9.77                  24                   5.88
         12                     9.16                  25                   5.76
         13                     8.64                  26                   5.65
         14                     8.20                  27                   5.54
         15                     7.82                  28                   5.45
         16                     7.49                  29                   5.36
         17                     7.20                  30                   5.28
- --------------------------------------------------------------------------------

                  * Net of any applicable premium tax deduction


                                       30

<PAGE>

            Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
                                       Monthly Payment Amount for Each $1,000*
                              Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
- ------------------------------------------------------------------------------------------------------------------------
           Option 2(a):      Option 2(b):      Option 2(b):       Option 2(b):      Option 2(b):       Option 2(c):
Adjusted   payments for        payments          payments           payments          payments          Cash Refund
Age of         life           guaranteed        guaranteed         guaranteed        guaranteed
Annuitant                      5 years           10 years           15 years          20 years
         ---------------------------------------------------------------------------------------------------------------
          Male    Female    Male    Female    Male    Female     Male    Female    Male     Female    Male     Female
- ------------------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>     <C>       <C>     <C>        <C>     <C>       <C>      <C>       <C>      <C>       <C>
  50     $ 4.27    $ 3.90  $ 4.26    $ 3.90  $ 4.22     $ 3.89  $ 4.17    $ 3.86   $ 4.08    $ 3.82   $ 4.04    $ 3.78
  51       4.34      3.97    4.33      3.96    4.30       3.95    4.23      3.92     4.14      3.88     4.10      3.84
  52       4.43      4.03    4.41      4.03    4.37       4.01    4.30      3.98     4.20      3.93     4.16      3.89
  53       4.51      4.10    4.50      4.10    4.45       4.08    4.37      4.04     4.26      3.99     4.23      3.95
  54       4.60      4.18    4.59      4.17    4.54       4.15    4.45      4.11     4.32      4.04     4.29      4.01

  55       4.70      4.25    4.68      4.25    4.62       4.22    4.53      4.18     4.39      4.11     4.37      4.07
  56       4.80      4.34    4.78      4.33    4.72       4.30    4.61      4.25     4.45      4.17     4.44      4.13
  57       4.91      4.42    4.89      4.41    4.82       4.38    4.69      4.32     4.51      4.23     4.52      4.20
  58       5.03      4.52    5.00      4.51    4.92       4.47    4.78      4.40     4.58      4.30     4.61      4.28
  59       5.15      4.61    5.12      4.60    5.03       4.56    4.87      4.48     4.65      4.37     4.69      4.35

  60       5.28      4.72    5.25      4.70    5.14       4.66    4.96      4.57     4.71      4.44     4.78      4.43
  61       5.43      4.83    5.39      4.81    5.27       4.76    5.06      4.66     4.78      4.51     4.88      4.52
  62       5.58      4.95    5.53      4.93    5.39       4.87    5.16      4.75     4.84      4.58     4.98      4.60
  63       5.74      5.08    5.69      5.05    5.53       4.98    5.26      4.85     4.90      4.65     5.09      4.70
  64       5.91      5.21    5.85      5.18    5.66       5.10    5.36      4.95     4.96      4.72     5.20      4.80

  65       6.10      5.36    6.03      5.32    5.81       5.22    5.46      5.05     5.02      4.79     5.31      4.90
  66       6.30      5.51    6.21      5.47    5.96       5.36    5.56      5.16     5.08      4.86     5.44      5.01
  67       6.51      5.67    6.41      5.63    6.12       5.50    5.66      5.26     5.13      4.93     5.56      5.12
  68       6.73      5.85    6.62      5.80    6.28       5.65    5.77      5.37     5.18      5.00     5.70      5.24
  69       6.97      6.04    6.84      5.98    6.44       5.80    5.86      5.49     5.23      5.06     5.84      5.37

  70       7.23      6.25    7.07      6.18    6.61       5.97    5.96      5.60     5.27      5.12     5.98      5.51
  71       7.51      6.47    7.32      6.39    6.79       6.14    6.05      5.71     5.31      5.18     6.14      5.65
  72       7.80      6.71    7.58      6.62    6.96       6.32    6.14      5.83     5.34      5.23     6.30      5.80
  73       8.12      6.98    7.85      6.86    7.14       6.50    6.23      5.94     5.37      5.28     6.47      5.96
  74       8.46      7.26    8.14      7.12    7.32       6.69    6.31      6.04     5.40      5.32     6.65      6.13

  75       8.82      7.57    8.45      7.40    7.50       6.89    6.38      6.14     5.42      5.35     6.83      6.31
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
                  * Net of any applicable premium tax deduction


                                       31

<PAGE>



            Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
                                  First Month Payment Amount for Each $1,000*
                         Rates for a Variable Annuity with 3.5% Assumed Interest Rate
- ----------------------------------------------------------------------------------------------------------------
             Option 2(a):        Option 2(b):         Option 2(b):        Option 2(b):         Option 2(b):
Adjusted  payments for life   payments guaranteed       payments       payments guaranteed  payments guaranteed
Age of                              5 years            guaranteed           15 years             20 years
Annuitant                                               10 years
          ------------------- -------------------- ------------------- -------------------- --------------------
            Male     Female     Male      Female     Male     Female     Male      Female     Male     Female
- ----------------------------------------------------------------------------------------------------------------
<S>         <C>       <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>
   50       $ 4.56    $ 4.20     $ 4.55    $ 4.19    $ 4.51    $ 4.18     $ 4.45    $ 4.15    $ 4.36     $ 4.11
   51         4.64      4.26       4.62      4.25      4.58      4.24       4.51      4.21      4.42       4.16
   52         4.72      4.32       4.70      4.32      4.66      4.30       4.58      4.26      4.48       4.21
   53         4.80      4.39       4.79      4.38      4.74      4.36       4.65      4.32      4.53       4.27
   54         4.89      4.46       4.87      4.46      4.82      4.43       4.73      4.39      4.59       4.32

   55         4.99      4.54       4.97      4.53      4.91      4.50       4.80      4.46      4.65       4.38
   56         5.09      4.62       5.07      4.61      5.00      4.58       4.88      4.53      4.72       4.44
   57         5.20      4.71       5.17      4.70      5.10      4.66       4.96      4.60      4.78       4.50
   58         5.32      4.80       5.29      4.79      5.20      4.75       5.05      4.68      4.84       4.57
   59         5.44      4.90       5.41      4.88      5.31      4.84       5.14      4.76      4.91       4.63

   60         5.57      5.00       5.53      4.99      5.42      4.93       5.23      4.84      4.97       4.70
   61         5.71      5.11       5.67      5.09      5.54      5.03       5.32      4.93      5.03       4.77
   62         5.86      5.23       5.81      5.21      5.66      5.14       5.42      5.02      5.09       4.84
   63         6.02      5.36       5.97      5.33      5.79      5.25       5.51      5.11      5.16       4.91
   64         6.20      5.49       6.13      5.46      5.93      5.37       5.61      5.21      5.21       4.98

   65         6.38      5.64       6.31      5.60      6.07      5.49       5.71      5.31      5.27       5.05
   66         6.58      5.79       6.49      5.75      6.22      5.63       5.81      5.41      5.32       5.12
   67         6.79      5.95       6.69      5.91      6.38      5.76       5.91      5.52      5.38       5.18
   68         7.02      6.13       6.89      6.08      6.53      5.91       6.01      5.63      5.42       5.25
   69         7.26      6.32       7.11      6.26      6.70      6.06       6.11      5.74      5.47       5.31

   70         7.52      6.53       7.35      6.45      6.86      6.23       6.20      5.85      5.51       5.37
   71         7.80      6.75       7.59      6.66      7.03      6.39       6.29      5.96      5.54       5.42
   72         8.09      6.99       7.85      6.89      7.21      6.57       6.38      6.07      5.57       5.47
   73         8.41      7.26       8.12      7.13      7.38      6.75       6.46      6.17      5.60       5.51
   74         8.75      7.54       8.41      7.39      7.55      6.94       6.53      6.28      5.63       5.55

   75         9.12      7.85       8.71      7.66      7.73      7.13       6.61      6.38      5.65       5.59
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
                  * Net of any applicable premium tax deduction



                                       32

<PAGE>



            Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                  First Month Payment Amount for Each $1,000*
                          Rates for a Variable Annuity with 5% Assumed Interest Rate
- -------------------------------------------------------------------------------------------------------------------
             Option 2(a):        Option 2(b):         Option 2(b):        Option 2(b):         Option 2(b):
Adjusted  payments for life   payments guaranteed       payments       payments guaranteed  payments guaranteed
Age of                              5 years            guaranteed           15 years             20 years
Annuitant                                               10 years
          ---------------------------------------------------------------------------------------------------------
            Male     Female     Male      Female     Male     Female     Male      Female     Male     Female
- -------------------------------------------------------------------------------------------------------------------
<S>         <C>       <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>
   50       $ 5.48    $ 5.12     $ 5.46    $ 5.11    $ 5.41    $ 5.09     $ 5.34    $ 5.06    $ 5.24     $ 5.01
   51         5.55      5.17       5.53      5.17      5.48      5.14       5.40      5.11      5.29       5.05
   52         5.63      5.23       5.61      5.23      5.55      5.20       5.46      5.16      5.34       5.10
   53         5.71      5.30       5.69      5.29      5.62      5.26       5.53      5.22      5.40       5.15
   54         5.80      5.37       5.77      5.36      5.70      5.33       5.60      5.27      5.45       5.20

   55         5.89      5.44       5.86      5.43      5.79      5.39       5.67      5.34      5.51       5.25
   56         5.99      5.52       5.96      5.51      5.87      5.47       5.74      5.40      5.56       5.31
   57         6.10      5.60       6.06      5.59      5.97      5.54       5.82      5.47      5.62       5.37
   58         6.21      5.69       6.17      5.67      6.06      5.62       5.90      5.54      5.68       5.42
   59         6.33      5.79       6.29      5.77      6.17      5.71       5.98      5.61      5.74       5.48

   60         6.46      5.89       6.41      5.87      6.28      5.80       6.06      5.69      5.79       5.55
   61         6.60      6.00       6.55      5.97      6.39      5.90       6.15      5.77      5.85       5.61
   62         6.75      6.11       6.69      6.08      6.51      6.00       6.24      5.86      5.91       5.67
   63         6.91      6.23       6.84      6.20      6.64      6.10       6.33      5.95      5.96       5.73
   64         7.09      6.37       7.00      6.33      6.77      6.22       6.42      6.04      6.02       5.80

   65         7.27      6.51       7.18      6.46      6.91      6.34       6.52      6.13      6.07       5.86
   66         7.47      6.66       7.36      6.61      7.05      6.46       6.61      6.23      6.12       5.92
   67         7.68      6.82       7.55      6.76      7.20      6.60       6.70      6.33      6.16       5.99
   68         7.91      7.00       7.76      6.93      7.35      6.74       6.80      6.43      6.21       6.04
   69         8.15      7.19       7.98      7.11      7.51      6.89       6.89      6.54      6.25       6.10

   70         8.41      7.39       8.21      7.30      7.67      7.04       6.97      6.64      6.28       6.15
   71         8.69      7.62       8.45      7.51      7.83      7.21       7.06      6.74      6.32       6.20
   72         8.99      7.86       8.70      7.73      8.00      7.38       7.14      6.85      6.35       6.25
   73         9.31      8.12       8.97      7.97      8.16      7.55       7.21      6.95      6.37       6.29
   74         9.65      8.41       9.26      8.23      8.33      7.73       7.29      7.04      6.39       6.33

   75        10.02      8.72       9.55      8.50      8.50      7.92       7.35      7.14      6.41       6.36
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
                  * Net of any applicable premium tax deduction


                                       33

<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                       Monthly Payment Amount for Each $1,000*
                             Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
                                  Annuitant is Female and Second Annuitant is Male
- ----------------------------------------------------------------------------------------------------------------------
      Adjusted Ages
- ---------------------------
                 Second
 Annuitant     Annuitant    Option 3(a)     Option 3(b)    Option 3(c)    Option 3(d)    Option 3(e)    Option 3(f)
- ----------------------------------------------------------------------------------------------------------------------
     <S>           <C>          <C>             <C>            <C>            <C>            <C>            <C>

     55            50           $ 3.75          $ 4.07         $ 4.26         $ 3.75         $ 3.98         $ 3.72
     55            55             3.88            4.25           4.47           3.87           4.06           3.85
     55            60             3.99            4.44           4.71           3.98           4.12           3.94

     60            55             4.06            4.47           4.71           4.06           4.37           4.02
     60            60             4.24            4.71           4.99           4.23           4.47           4.17
     60            65             4.38            4.97           5.32           4.38           4.54           4.29

     65            60             4.49            5.01           5.32           4.48           4.89           4.39
     65            65             4.72            5.33           5.70           4.71           5.02           4.59
     65            70             4.93            5.68           6.15           4.91           5.14           4.74

     70            65             5.07            5.75           6.17           5.05           5.60           4.87
     70            70             5.40            6.21           6.70           5.36           5.79           5.13
     70            75             5.69            6.68           7.32           5.62           5.96           5.29

     75            70             5.89            6.82           7.40           5.81           6.63           5.48
     75            75             6.37            7.45           8.15           6.23           6.92           5.78
     75            80             6.78            8.11           8.99           6.54           7.15           5.93
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
                  * Net of any applicable premium tax deduction



                                       34

<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                              First Month Payment Amount for Each $1,000*
                     Rates for a Variable Annuity with 3.5% Assumed Interest Rate
                           Annuitant Is Female and Second Annuitant Is Male
- -----------------------------------------------------------------------------------------------------
      Adjusted Ages
- ---------------------------
                 Second
 Annuitant     Annuitant    Option 3(a)     Option 3(b)    Option 3(c)    Option 3(d)     Option 3(e)
- -----------------------------------------------------------------------------------------------------
<S>                <C>         <C>             <C>            <C>            <C>             <C>
     55            50          $ 4.03          $ 4.36         $ 4.55         $ 4.03          $ 4.27
     55            55            4.16            4.54           4.76           4.15            4.34
     55            60            4.27            4.73           5.00           4.26            4.40

     60            55            4.34            4.76           5.00           4.34            4.65
     60            60            4.51            4.99           5.27           4.50            4.74
     60            65            4.66            5.25           5.61           4.65            4.82

     65            60            4.76            5.29           5.60           4.75            5.16
     65            65            4.99            5.61           5.99           4.98            5.30
     65            70            5.19            5.97           6.44           5.17            5.41

     70            65            5.34            6.03           6.46           5.31            5.88
     70            70            5.67            6.49           6.99           5.62            6.07
     70            75            5.95            6.96           7.61           5.87            6.23

     75            70            6.16            7.10           7.68           6.07            6.90
     75            75            6.64            7.73           8.43           6.48            7.19
     75            80            7.04            8.39           9.29           6.79            7.42
- ------------------------------------------------------------------------------------------------------
</TABLE>
                  * Net of any applicable premium tax deduction



                                       35

<PAGE>

           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
                                 First Month Payment Amount for Each $1,000*
                          Rates for a Variable Annuity with 5% Assumed Interest Rate
                               Annuitant is Female and Second Annuitant is Male
- ------------------------------------------------------------------------------------------------------------
         Adjusted Ages
- --------------------------------
                     Second
   Annuitant       Annuitant      Option 3(a)     Option 3(b)    Option 3(c)     Option 3(d)     Option 3(e)
- ------------------------------------------------------------------------------------------------------------
<S>                    <C>            <C>             <C>            <C>             <C>             <C>
      55               50             $ 4.93          $ 5.27         $ 5.46          $ 4.93          $ 5.17
      55               55               5.04            5.44           5.66            5.04            5.23
      55               60               5.15            5.63           5.91            5.14            5.29

      60               55               5.21            5.65           5.89            5.21            5.53
      60               60               5.37            5.87           6.16            5.37            5.62
      60               65               5.52            6.14           6.51            5.51            5.70

      65               60               5.61            6.16           6.49            5.60            6.03
      65               65               5.83            6.49           6.87            5.82            6.15
      65               70               6.04            6.84           7.34            6.00            6.27

      70               65               6.17            6.90           7.33            6.13            6.73
      70               70               6.49            7.35           7.87            6.44            6.91
      70               75               6.77            7.84           8.51            6.68            7.07

      75               70               6.97            7.96           8.56            6.87            7.75
      75               75               7.45            8.60           9.33            7.27            8.04
      75               80               7.86            9.28          10.20            7.57            8.27
- ------------------------------------------------------------------------------------------------------------
</TABLE>
                  * Net of any applicable premium tax deduction



                                       36

<PAGE>

           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                           Monthly Payment Amount for Each $1,000*
                                 Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
                                      Annuitant is Male and Second Annuitant is Female
- ---------------------------------------------------------------------------------------------------------------------------
        Adjusted Ages
- -------------------------------
                    Second
  Annuitant       Annuitant      Option 3(a)     Option 3(b)    Option 3(c)     Option 3(d)     Option 3(e)     Option 3(f)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                   <C>          <C>             <C>            <C>             <C>             <C>             <C>
      55              50           $ 3.69          $ 4.05         $ 4.27          $ 3.69          $ 4.13          $ 3.67
      55              55             3.88            4.25           4.47            3.87            4.25            3.85
      55              60             4.06            4.47           4.71            4.06            4.36            4.02

      60              55             3.99            4.44           4.71            3.98            4.55            3.94
      60              60             4.24            4.71           4.99            4.23            4.70            4.17
      60              65             4.49            5.01           5.32            4.48            4.85            4.39

      65              60             4.38            4.97           5.32            4.38            5.10            4.29
      65              65             4.72            5.33           5.70            4.71            5.32            4.59
      65              70             5.07            5.75           6.17            5.05            5.54            4.87

      70              65             4.93            5.68           6.15            4.91            5.86            4.74
      70              70             5.40            6.21           6.70            5.36            6.18            5.13
      70              75             5.89            6.82           7.40            5.81            6.49            5.48

      75              70             5.69            6.68           7.32            5.62            6.92            5.29
      75              75             6.37            7.45           8.15            6.23            7.40            5.78
      75              80             7.07            8.34           9.16            6.78            7.85            6.17
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
                  * Net of any applicable premium tax deduction



                                       37

<PAGE>

           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                 First Month Payment Amount for Each $1,000*
                         Rates for a Variable Annuity with 3.5% Assumed Interest Rate
                               Annuitant is Male and Second Annuitant is Female
- ---------------------------------------------------------------------------------------------------------------
         Adjusted Ages
- --------------------------------
                     Second
   Annuitant       Annuitant      Option 3(a)     Option 3(b)    Option 3(c)     Option 3(d)     Option 3(e)
- ---------------------------------------------------------------------------------------------------------------
<S>                    <C>          <C>             <C>            <C>             <C>             <C>
      55               50           $ 3.97          $ 4.35         $ 4.56          $ 3.97          $ 4.42
      55               55             4.16            4.54           4.76            4.15            4.54
      55               60             4.34            4.76           5.00            4.34            4.64

      60               55             4.27            4.73           5.00            4.26            4.83
      60               60             4.51            4.99           5.27            4.50            4.98
      60               65             4.76            5.29           5.60            4.75            5.13

      65               60             4.66            5.25           5.61            4.65            5.39
      65               65             4.99            5.61           5.99            4.98            5.60
      65               70             5.34            6.03           6.46            5.31            5.81

      70               65             5.19            5.97           6.44            5.17            6.14
      70               70             5.67            6.49           6.99            5.62            6.47
      70               75             6.16            7.10           7.68            6.07            6.77

      75               70             5.95            6.96           7.61            5.87            7.20
      75               75             6.64            7.73           8.43            6.48            7.68
      75               80             7.33            8.62           9.45            7.02            8.13
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
                  * Net of any applicable premium tax deduction



                                       38

<PAGE>

           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                       First Month Payment Amount for Each $1,000*
                                Rates for a Variable Annuity with 5% Assumed Interest Rate
                                     Annuitant Is Male and Second Annuitant is Female
- ---------------------------------------------------------------------------------------------------------------------------
          Adjusted Ages
- -----------------------------------
                       Second
    Annuitant         Annuitant       Option 3(a)       Option 3(b)      Option 3(c)       Option 3(d)       Option 3(e)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                      <C>             <C>               <C>              <C>               <C>               <C>
       55                50              $ 4.88            $ 5.26           $ 5.48            $ 4.88            $ 5.34
       55                55                5.04              5.44             5.66              5.04              5.43
       55                60                5.21              5.65             5.89              5.21              5.53

       60                55                5.15              5.63             5.91              5.14              5.73
       60                60                5.37              5.87             6.16              5.37              5.86
       60                65                5.61              6.16             6.49              5.60              6.01

       65                60                5.52              6.14             6.51              5.51              6.28
       65                65                5.83              6.49             6.87              5.82              6.47
       65                70                6.17              6.90             7.33              6.13              6.67

       70                65                6.04              6.84             7.34              6.00              7.03
       70                70                6.49              7.35             7.87              6.44              7.33
       70                75                6.97              7.96             8.56              6.87              7.62

       75                70                6.77              7.84             8.51              6.68              8.08
       75                75                7.45              8.60             9.33              7.27              8.55
       75                80                8.14              9.49            10.35              7.80              8.98
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
                  * Net of any applicable premium tax deduction



                                       39

<PAGE>

- --------------------------------------------------------------------------------


                    Aetna Life Insurance and Annuity Company
                       Home Office: 151 Farmington Avenue
                                 P.O. Box 30670
                        Hartford, Connecticut 06150-0670
                                 (800) 531-4547




             Group Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating


- --------------------------------------------------------------------------------









ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.



                                    --------------------------------------------
                                    Aetna Life Insurance and Annuity Company
                                    Home Office: 151 Farmington Avenue
                                    P.O. Box 30670
                                    Hartford, Connecticut 06150-0670
                                    (800) 531-4547

                                    You may call the toll-free number shown
                                    above for answers to questions or to resolve
                                    a complaint.

                                    Aetna Life Insurance and Annuity Company, a
                                    stock company, herein called Aetna, agrees
                                    to pay the benefits stated in this Contract.
- --------------------------------------------------------------------------------
Certificate of                      To the Certificate Holder:
Group Annuity
Coverage                            Aetna certifies that coverage is in force
                                    for you under the stated Group Annuity
                                    Contract and Certificate numbers. All data
                                    shown here is taken from Aetna records and
                                    is based upon information furnished by you.

                                    This Certificate is a summary of the Group
                                    Annuity Contract provisions. It replaces any
                                    and all prior certificates or endorsements
                                    issued to you under the stated Contract and
                                    Certificate numbers. This Certificate is for
                                    information only and is not a part of the
                                    Contract.

                                    The variable features of the Group Contract
                                    are described in parts III and IV.

- --------------------------------------------------------------------------------
Right to                            You may cancel your Account within 10 days
                                    by returning it to the agent from whom it
                                    was purchased, or to Aetna at the address 
                                    shown above. Within seven days of receiving 
                                    this Certificate at its home office, Aetna 
                                    will return the amount of Purchase 
                                    Payment(s) received, plus any increase, or 
                                    minus any decrease, on the amount, if any, 
                                    of Purchase Payment(s) allocated to the 
                                    Separate Account fund(s).

                                    /s/ Dan Kearney             /s/ K. Wickman
                                    President                   Secretary

    -----------------------------------------------------------------
    Contract Holder                     Group Annuity Contract No.
         SPECIMEN                           SPECIMEN
    -----------------------------------------------------------------
    Certificate Holder                  Certificate No.
         SPECIMEN
         SPECIMEN                            SPECIMEN
    -----------------------------------------------------------------
    Annuitant Name                      Type Of Plan
         SPECIMEN                            SPECIMEN
    -----------------------------------------------------------------

ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CERTIFICATE CONTAINS A MARKET VALUE ADJUSTMENT
FORMULA. APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN
INCREASE OR DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA
DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.


<PAGE>


Specifications

- --------------------------------------------------------------------------------
Guaranteed          There are guaranteed interest rates for amounts held in the
Interest Rate       AG Account (See Certificate Schedule I).

- --------------------------------------------------------------------------------
Deductions from     There will be deductions for mortality and expense risks and
the Separate        administrative fees. (See Certificate Schedule I and II).
Account

- --------------------------------------------------------------------------------
Deduction from      The Purchase Payment is subject to a deduction for premium
Purchase            taxes, if any. (See 3.01.)
Payment(s)

- --------------------------------------------------------------------------------
Surrender           There will be a charge deducted upon surrender. (See
Fee                 Certificate Schedule I).



                                       2
<PAGE>


                              Contract Schedule I*
                               Accumulation Period

<TABLE>
<CAPTION>
Separate Account
- --------------------------------------------------------------------------------------------------------------------
<S>                              <C>
Separate Account:                Variable Annuity Account B

Charges to Separate              A daily charge is deducted from any portion of the Current Value allocated to the
Account:                         Separate Account.  The deduction is the daily equivalent of the annual effective
                                 percentage shown in the following chart:

                                 Administrative Charge                  0.15%
                                 Mortality Risk Charge                  0.35%
                                 Expense Risk Charge                    0.90%
                                 Total Separate Account                 -----
                                 Charges                                1.40%


ALIAC Guaranteed Account (AG Account)
- --------------------------------------------------------------------------------------------------------------------

Minimum Guaranteed               3.0% (effective annual rate of return)
Interest Rate:


Separate Account and AG Account
- --------------------------------------------------------------------------------------------------------------------

Transfers:                       An unlimited number of Transfers are allowed during the Accumulation Period.
                                 Aetna allows 12 free Transfers in any calendar year.  Thereafter, Aetna reserves
                                 the right to charge $10 for each subsequent Transfer.

Maintenance Fee:                 The annual Maintenance Fee is $30.  If the Account's Current Value is $50,000 or
                                 more on the date the Maintenance Fee is to be deducted, this Maintenance Fee is $0.

Annual Waiver of                 As provided in 3.14 (d), the amount that may be withdrawn without a surrender fee
Surrender Fee:                   cannot exceed 10% of the Current Value calculated on the date Aetna receives a
                                 surrender request in good order at its Home Office.
</TABLE>



                                       3
<PAGE>



                         Contract Schedule I (Continued)
                               Accumulation Period

<TABLE>
<CAPTION>
Separate Account and AG Account (Cont'd)
- -------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                                 <C>
Surrender Fee:                   For each surrender, the Surrender Fee will be determined as follows:

                                 Length of Time from Deposit of Net                      Surrender Fee
                                 Purchase Payment (Years)                              (as percentage of
                                                                                     Net Purchase Payment)

                                 Less than 2 years                                              7%
                                 2 or more but less than 4 years                                6%
                                 4 or more but less than 5 years                                5%
                                 5 or more but less than 6 years                                4%
                                 6 or more but less than 7 years                                3%
                                 7 years or more                                                0%

Systematic Withdrawal            The specified payment or specified percentage may not be greater than 10% of the
Option (SWO):                    Account's Current Value at time of election.
</TABLE>





See 1. GENERAL DEFINITIONS for explanations.

                                       4
<PAGE>



                              Contract Schedule II
                                 Annuity Period


<TABLE>
<CAPTION>
Separate Account
- --------------------------------------------------------------------------------------------------------------------
<S>                              <C>
Charges to Separate              A daily charge at an annual effective rate of 1.25% for Annuity mortality and
Account:                         expense risks.  The administrative charge is established upon election of an
                                 Annuity option.  This charge will not exceed 0.25%.

Variable Annuity Assumed Annual  If a Variable Annuity is chosen, an assumed annual net return rate of 5.0% may be
Net Return Rate:                 elected.  If 5.0% is not elected, Aetna will use an assumed annual net return rate
                                 of 3.5%.

                                 The assumed annual net return rate factor for 3.5% year is 0.9999058.

                                 The assumed annual net return rate factor for 5.0% per year is 0.9998663.

                                 If the portion of a Variable Annuity payment for any Fund is not to decrease, the Annuity
                                 return factor under the Separate Account for that Fund must be:

                                 (a)     4.75% on an annual basis plus an annual return of up to 0.25% to offset the
                                         administrative charge set at the time Annuity payments commence if an assumed
                                         annual net return rate of 3.5% is chosen; or

                                 (b)     6.25% on an annual basis plus an annual return of up to 0.25% to offset the
                                         administrative charge set at the time Annuity payments commence, if an assumed
                                         annual net return rate of 5% is chosen.


Fixed Annuity
- --------------------------------------------------------------------------------------------------------------------

Minimum Guaranteed               3.0% (effective annual rate of return)
Interest Rate:
</TABLE>


See 1. GENERAL DEFINITIONS for explanations.




                                                           5
<PAGE>


                                TABLE OF CONTENTS


I. GENERAL DEFINITIONS
- -------------------------------------------------------------------------------

   1.01  Account..............................................................8
   1.02 Accumulation Period...................................................8
   1.03 Adjusted Current Value................................................8
   1.04 ALIAC Guaranteed Account (AG Account).................................8
   1.05 Annuitant.............................................................8
   1.06 Annuity...............................................................8
   1.07 Beneficiary...........................................................8
   1.08 Certificate Holder....................................................8
   1.09 Code..................................................................8
   1.10 Contract..............................................................8
   1.11 Contract Holder.......................................................8
   1.12 Current Value.........................................................9
   1.13 Deposit Period........................................................9
   1.14 Dollar Cost Averaging.................................................9
   1.15 Fixed Annuity.........................................................9
   1.16 Fund(s)...............................................................9
   1.17 General Account.......................................................9
   1.18 Guaranteed Rates -- AG Account........................................9
   1.19 Guaranteed Term......................................................10
   1.20 Guaranteed Term(s) Groups............................................10
   1.21 Maintenance Fee......................................................10
   1.22 Market Value Adjustment (MVA)........................................10
   1.23 Matured Term Value...................................................10
   1.24 Matured Term Value Transfer..........................................10
   1.25 Maturity Date........................................................10
   1.26 Net Purchase Payment(s)..............................................10
   1.27 Nonunitized Separate Account.........................................10
   1.28 Purchase Payment(s)..................................................11
   1.29 Reinvestment.........................................................11
   1.30 Separate Account.....................................................11
   1.31 Surrender Value......................................................11
   1.32  Transfers...........................................................11
   1.33 Valuation Period (Period)............................................11
   1.34 Variable Annuity.....................................................11

II. GENERAL PROVISIONS
- -------------------------------------------------------------------------------

   2.01 Change of Contract...................................................11
   2.02 Change of Fund(s)....................................................12
   2.03 Nonparticipating Contract............................................13
   2.04 Payments and Elections...............................................13
   2.05 State Laws...........................................................13
   2.06 Control of Contract..................................................13
   2.07 Designation of Beneficiary...........................................13
   2.08 Misstatements and Adjustments........................................14


                                       6
<PAGE>

   2.09 Incontestability.....................................................14
   2.10 Grace Period.........................................................14
   2.11 Individual Certificates..............................................14

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- -------------------------------------------------------------------------------

   3.01 Net Purchase Payment.................................................14
   3.02 Certificate Holder's Account.........................................14
   3.03 Fund(s) Record Units -- Separate Account.............................14
   3.04 Net Return Factor(s) -- Separate Account.............................15
   3.05 Fund Record Unit Value -- Separate Account...........................15
   3.06 Market Value Adjustment..............................................15
   3.07 Transfer of Current Value from the Funds or AG Account During the
          Accumulation Period................................................17
   3.08 Notice to the Certificate Holder.....................................17
   3.09 Loans................................................................17
   3.10 Systematic Distribution Options......................................18
   3.11 Death Benefit Amount.................................................18
   3.12 Death Benefit Options Available to Beneficiary.......................19
   3.13 Liquidation of Surrender Value.......................................21
   3.14 Surrender Fee........................................................21
   3.15 Payment of Surrender Value...........................................22
   3.16 Payment of Adjusted Current Value....................................22

IV. ANNUITY PROVISIONS
- -------------------------------------------------------------------------------

   4.01 Choices..............................................................22
   4.02 Terms of Annuity Options.............................................23
   4.03 Death of Annuitant/ Beneficiary......................................24
   4.04 Fund(s) Annuity Units - Separate Account.............................25
   4.05 Fund(s) Annuity Unit Value -- Separate Account.......................25
   4.06 Annuity Net Return Factor(s) -- Separate Account.....................25
   4.07 Annuity Options......................................................26


                                       7
<PAGE>



<TABLE>
<CAPTION>
I.  GENERAL DEFINITIONS
- ------------------------------------------------------------------------------------------------------------------------------------
<S>      <C>                      <C>
1.01     Account:                 A record established for each Certificate Holder to maintain the value of all Net Purchase
                                  Payments held on his/her behalf during the Accumulation Period.

1.02     Accumulation Period:     The period during which the Net Purchase Payment(s) are applied to an Account to provide future
                                  Annuity payment(s).

1.03     Adjusted Current Value:  The Current Value of an Account plus or minus any aggregate AG Account MVA, if applicable. (See
                                  1.22)

1.04     ALIAC Guaranteed         An accumulation option where Aetna guarantees stipulated rate(s) of interest for specified
         Account (AG Account):    periods of time.  All assets of Aetna, including amounts in the Nonunitized Separate Account,
                                  are available to meet the guarantees under the AG Account.

1.05     Annuitant:               The person whose life is measured for purposes of the guaranteed death benefit and the duration
                                  of Annuity payments under this Contract.

1.06     Annuity:                 Payment of an income:

                                  (a) For the life of one or two persons;
                                  (b) For a stated period; or
                                  (c) For some combination of (a) and (b).

1.07     Beneficiary:             The individual or estate entitled to receive any death benefit due under the Contract. If the
                                  Account is held by joint Certificate Holders, the survivor will be deemed the designated
                                  Beneficiary and any other Beneficiary on record will be treated as the contingent Beneficiary.

1.08     Certificate Holder:      A person who purchases an interest in this Contract as evidenced by a certificate.  Aetna
                                  reserves the right to limit ownership to natural persons.  If more than one Certificate Holder
                                  owns an Account, each Certificate Holder will be a joint Certificate Holder.  Any joint
                                  Certificate Holder must be the spouse of the other joint Certificate Holder.  Joint Certificate
                                  Holders have joint ownership rights and both must authorize exercising any ownership rights
                                  unless Aetna allows otherwise.

1.09     Code:                    The Internal Revenue Code of 1986, as it may be amended from time to time.

1.10     Contract:                This agreement between Aetna and the Contract Holder.

1.11     Contract Holder:         The entity to which the Contract is issued.

                                                                 8
<PAGE>

1.12     Current Value:           As of the most recent Valuation Period, the Net Purchase Payment and any additional amount
                                  deposited pursuant to 3.11 plus any interest added to the portion allocated to the AG Account;
                                  and plus or minus the investment experience of the portion allocated to the Funds since deposit;
                                  less all Maintenance Fees deducted, any amounts surrendered and any amounts applied to an
                                  Annuity.

1.13     Deposit Period:          A day, a calendar week, a calendar month, a calendar quarter, or any other period of time
                                  specified by Aetna during which Net Purchase Payment(s), Transfers and/or Reinvestments may be
                                  allocated to one or more AG Account Guaranteed Terms.  Aetna reserves the right to shorten or to
                                  extend the Deposit Period.

                                  During a Deposit Period, Aetna may offer any number of Guaranteed Terms and more than one
                                  Guaranteed Term of the same duration may be offered.

1.14     Dollar Cost Averaging:   A program that permits the Certificate Holder to systematically transfer amounts from any of the
                                  Funds or an available AG Account Guaranteed Term to any of the Funds. Aetna reserves the right to
                                  establish terms and conditions governing Dollar Cost Averaging. Dollar Cost Averaging is not
                                  available when an SDO is in effect.

1.15     Fixed Annuity:           An Annuity with payments that do not vary in amount.

1.16     Fund(s):                 The open-end management investment companies (mutual funds) in which the Separate Account
                                  invests.

1.17     General Account:         The Account holding the assets of Aetna, other than those assets held in Aetna's separate
                                  accounts.

1.18     Guaranteed Rates -- AG   Aetna will declare the interest rate(s) applicable to a specific Guaranteed Term at the start of
         Account                  the Deposit Period for that Guaranteed Term. The rate(s) are guaranteed by Aetna for the period
                                  beginning with the first day of the Deposit Period and ending on the Maturity Date. Guaranteed
                                  Rates are credited beginning with the date of allocation. The Guaranteed Rates are annual
                                  effective yields. That is, interest is credited daily at a rate that will produce the Guaranteed
                                  Rate over the period of a year. No Guaranteed Rate will ever be less than the Minimum Guaranteed
                                  Rate shown on Contract Schedule I.

                                  For Guaranteed Terms of one year or less, one Guaranteed Rate is credited for the full Guaranteed
                                  Term. For longer Guaranteed Terms, an initial Guaranteed Rate is credited from the date of deposit
                                  to the end of a specified period within the Guaranteed Term. There may be different Guaranteed
                                  Rate(s) declared for subsequent specified time intervals throughout the Guaranteed Term.

                                                                 9
<PAGE>

1.19     Guaranteed Term:         The period of time specified by Aetna for which a specific Guaranteed Rate(s) is offered on
                                  amounts invested during a specific Deposit Period.  Guaranteed Terms are made available subject
                                  to Aetna's terms and conditions, including, but not limited to, Aetna's right to restrict
                                  allocations to new Net Purchase Payments (such as by prohibiting Transfers into a particular
                                  Guaranteed Term from any other Guaranteed Term or from any of the Funds, or by prohibiting
                                  Reinvestment of a Matured Term Value to a particular Guaranteed Term.  More than one Guaranteed
                                  Term of the same duration may be offered during a Deposit Period.

1.20     Guaranteed Term(s)       All AG Account Guaranteed Term(s) of the same duration (from the close of the Deposit Period
         Groups:                  until the designated Maturity Date).

1.21     Maintenance Fee:         The Maintenance Fee (see Contract Schedule I) will be deducted during the Accumulation Period
                                  from the Current Value on each anniversary of the date the Account is established and upon
                                  surrender of the entire Account.

1.22     Market Value             An adjustment that may apply to an amount withdrawn or transferred from an AG Account Guaranteed
         Adjustment (MVA):        Term prior to the end of that Guaranteed Term.  The adjustment reflects the change in the value
                                  of the investment due to changes in interest rates since the date of deposit and is computed using
                                  the formula given in 3.06. The adjustment is expressed as a percentage of each dollar being
                                  withdrawn.

1.23     Matured Term Value:      The amount payable on an AG Account Guaranteed Term's Maturity Date.

1.24     Matured Term Value       During the calendar month following an AG Account Maturity Date, the Certificate Holder may
         Transfer:                notify Aetna's home office in writing to Transfer or surrender all or part of the Matured Term
                                  Value, plus interest at the new Guaranteed Rate accrued thereon, from the AG Account without an
                                  MVA. This provision only applies to the first such written request received from the Certificate
                                  Holder during this period for any Matured Term Value.

1.25     Maturity Date:           The last day of an AG Account Guaranteed Term.

1.26     Net Purchase             The Purchase Payment less premium taxes, as applicable.
         Payment(s):

1.27     Nonunitized Separate     A separate account set up by Aetna under Title 38, Section 38a-433, of the Connecticut General
         Account:                 Statutes, that holds assets for AG Account Terms.  There are no discrete units for this
                                  Account. The Certificate Holder does not participate in the investment gain or loss from the
                                  assets held in the Nonunitized Separate Account. Such gain or loss is borne entirely by Aetna.
                                  These assets may be chargeable with liabilities arising out of any other business of Aetna.

                                                                 10
<PAGE>

1.28     Purchase Payment(s):     Payment(s) accepted by Aetna at its home office.  Aetna reserves the right to refuse to accept
                                  any Purchase Payment at any time for any reason.  No advance notice will be given to the
                                  Contract Holder or Certificate Holder.

1.29     Reinvestment:            Aetna will mail a notice to the Certificate Holder at least 18 calendar days before a Guaranteed
                                  Term's Maturity Date.  This notice will contain the Terms available during the current Deposit
                                  Periods with their Guaranteed Rate(s) and projected Matured Term Value.  If no specific
                                  direction is given by the Certificate Holder prior to the Maturity Date, each Matured Term Value
                                  will be reinvested in the current Deposit Period for a Guaranteed Term of the same duration.  If
                                  a Guaranteed Term of the same duration is unavailable, each Matured Term Value will
                                  automatically be reinvested in the current Deposit Period for the next shortest Guaranteed Term
                                  available.  If no shorter Guaranteed Term is available, the next longer Guaranteed Term will be
                                  used.  Aetna will mail a confirmation statement to the Certificate Holder the next business day
                                  after the Maturity Date.  This notice will state the Guaranteed Term and Guaranteed Rate(s)
                                  which will apply to the reinvested Matured Term Value.

1.30     Separate Account:        A separate account that buys and holds shares of the Fund(s).  Income, gains or losses, realized
                                  or unrealized, are credited or charged to the Separate Account without regard to other income,
                                  gains or losses of Aetna.  Aetna owns the assets held in the Separate Account and is not a
                                  trustee as to such amounts.  This Separate Account generally is not guaranteed and is held at
                                  market value.  The assets of the Separate Account, to the extent of reserves and other contract
                                  liabilities of the Account, shall not be charged with other Aetna liabilities.

1.31     Surrender Value:         The amount payable by Aetna upon the surrender of any portion of an Account.

1.32     Transfers:               The movement of invested amounts among the available Fund(s) and/or any AG Account Guaranteed
                                  Term made available subject to terms and conditions established by Aetna during the Accumulation
                                  Period or, during the Annuity Period, among the available Funds under a Variable Annuity.

1.33     Valuation Period         The period of time for which a Fund determines its net asset value, usually from 4:15 p.m.
         (Period):                Eastern time each day the New York Stock Exchange is open until 4:15 p.m. the next such day, or
                                  such other day that one or more of the Funds determines its net asset value.

1.34     Variable Annuity:        An Annuity with payments that vary with the net investment results of one or more Funds under
                                  the Separate Account.

II.      GENERAL PROVISIONS
- ------------------------------------------------------------------------------------------------------------------------------------

2.01     Change of Contract:      Only an authorized officer of Aetna may change the terms of this Contract. Aetna will notify the
                                  Contract Holder in writing at least 30 days before the effective date of any change. Any change
                                  will not affect the amount or terms of any Annuity which begins before the change.

                                                                 11
<PAGE>

2.01     Change of Contract       Aetna reserves the right to refuse to accept any Purchase Payment at any time for any reason.
         (Cont'd):                This applies to an initial Purchase Payment to establish a new Account or to subsequent Purchase
                                  Payments to existing Accounts under the Contract. No advance notice will be given to the Contract
                                  Holder or Certificate Holder.

                                  Aetna may make any change that affects the AG Account Market Value Adjustment (3.06) with at least
                                  30 days' advance written notice to the Contract Holder and the Certificate Holder. Any such change
                                  shall become effective for any new Term and will apply to all present and future Accounts.

                                  Any change that affects any of the following under this Contract will not apply to Accounts in
                                  existence before the effective date of the change:

                                  (a)    Net Purchase Payment (1.26)
                                  (b)    AG Account Guaranteed Rate (1.18)
                                  (c)    Net Return Factor(s) -- Separate Account (3.04)
                                  (d)    Current Value (1.12)
                                  (e)    Surrender Value (1.31)
                                  (f)    Fund(s) Annuity Unit Value -- Separate Account (4.05)
                                  (g)    Annuity options (4.07)
                                  (h)    Fixed Annuity Interest Rates (4.01)
                                  (i)    Transfers (1.32).

                                  Any change that affects the Annuity options and the tables for the options may be made:

                                  (a) No earlier than 12 months after the effective date of this Contract; and

                                  (b) No earlier than 12 months after the effective date of any prior change.

                                  Any Account established on or after the effective date of any change will be subject to the
                                  change. If the Contract Holder does not agree to any change under this provision, no new Accounts
                                  may be established under this Contract. This Contract may also be changed as deemed necessary by
                                  Aetna to comply with federal or state law.

2.02     Change of Fund(s):       The assets of the Separate Account are segregated by Fund.  If the shares of any Fund are no
                                  longer available for investment by the Separate Account or if in our judgment, further
                                  investment in such shares should become inappropriate in view of the purpose of the Contract,
                                  Aetna may cease to make such Fund shares available for investment under the Contract
                                  prospectively, or Aetna may substitute shares of another Fund for shares already acquired.
                                  Aetna may also, from time to time, add additional Funds.  Any elimination, substitution or
                                  addition of Funds will be done in accordance with applicable state and federal securities laws.
                                  Aetna reserves the right to substitute shares of another Fund for shares already acquired
                                  without a proxy vote.

                                                                 12
<PAGE>

2.03     Nonparticipating         The Contract Holder, Certificate Holders or Beneficiaries will not have a right to share in the
         Contract:                earnings of Aetna.

2.04     Payments and Elections:  While the Certificate Holder is living, Aetna will pay the Certificate Holder any Annuity
                                  payments as and when due.  After the Certificate Holder's death, or at the death of the first
                                  Certificate Holder if the Account is owned jointly, any Annuity payments required to be made
                                  will be paid in accordance with 4.03. Aetna will determine other payments and/or elections as of
                                  the end of the Valuation Period in which the request is received at its home office.  Such
                                  payments will be made within seven calendar days of receipt at its home office of a written
                                  claim for payment which is in good order, except as provided in 3.15.

2.05     State Laws:              The Contract and the Certificates comply with the laws of the state in which they are
                                  delivered.  Any surrender, death, or Annuity payments are equal to or greater than the minimum
                                  required by such laws.  Annuity tables for legal reserve valuation shall be as required by state
                                  law.  Such tables may be different from Annuity tables used to determine Annuity payments.

2.06     Control of Contract:     This is a Contract between the Contract Holder and Aetna.  The Contract Holder has title to the
                                  Contract.  Contract Holder rights are limited to accepting or rejecting Contract modifications.
                                  The Certificate Holder has all other rights to amounts held in his or her Account.

                                  Each Certificate Holder shall own all amounts held in his or her Account. Each Certificate Holder
                                  may make any choices allowed by this Contract for his or her Account. Choices made under this
                                  Contract must be in writing. If the Account is owned jointly, both Certificate Holders must
                                  authorize any Certificate Holder change in writing. Until receipt of such choices at Aetna's home
                                  office, Aetna may rely on any previous choices made.

                                  The Contract is not subject to the claims of any creditors of the Contract Holder or the
                                  Certificate Holder, except to the extent permitted by law.

                                  The Certificate Holder may assign or transfer his or her rights under the Contract. Aetna reserves
                                  the right not to accept assignment or transfer to a nonnatural person. Any assignment or transfer
                                  made must be submitted to Aetna's home office in writing and will not be effective until accepted
                                  by Aetna.

2.07     Designation of           Each Certificate Holder shall name his or her Beneficiary.  If the Account is owned jointly,
         Beneficiary:             both joint Certificate Holders must agree in writing to the Beneficiary designated.  The
                                  Beneficiary may be changed at any time. Changes to a Beneficiary must be submitted to Aetna's home
                                  office in writing and will not be effective until accepted by Aetna. If the Account is owned
                                  jointly, at the death of one joint Certificate Holder, the survivor will be deemed the
                                  Beneficiary; any other Beneficiary on record will be deemed a contingent Beneficiary.

                                                                 13
<PAGE>

2.08     Misstatements and        If Aetna finds the age of any Annuitant to be misstated, the correct facts will be used to
         Adjustments:             adjust payments.

2.09     Incontestability:        Aetna cannot cancel this Contract because of any error of fact.

2.10     Grace Period:            This Contract will remain in effect even if Purchase Payments are not continued except as
                                  provided in the Payment of Adjusted Current Value provision (see 3.16).

2.11     Individual               Aetna shall issue a certificate to each Certificate Holder.  The certificate will summarize
         Certificates:            certain provisions of the Contract.  Certificates are for information only and are not a part of
                                  the Contract.


III.     PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------- --------------------------------------------------------------------------------------------------

3.01     Net Purchase Payment:    This amount is the actual Purchase Payment less any premium tax.  Aetna reserves the right to
                                  pay premium taxes when due and deduct the amount from the Current Value when we pay the tax or
                                  at a later date.

                                  Each Net Purchase Payment will be allocated, as directed by the Certificate Holder among:
                                  (a) AG Account Guaranteed Terms made available subject to terms and conditions established by
                                      Aetna; and
                                  (b) The Fund(s) in which the Separate Account invests.

                                  For each Net Purchase Payment, the Contract Holder shall tell Aetna the percentage to allocate to
                                  any available AG Account Guaranteed Terms in the AG Account and/or each Fund. If allocation
                                  instructions are not received along with any subsequent Net Purchase Payment, the allocation will
                                  be the same as that indicated on the original application. If the same Guaranteed Term is no
                                  longer available, the Net Purchase Payment will be allocated to the next shortest Guaranteed Term
                                  available in the current Deposit Period. If no shorter Guaranteed Term is available, the next
                                  longer Guaranteed Term will be used.

3.02     Certificate Holder's     Aetna will maintain an Account for each Certificate Holder.
         Account:
                                  Aetna will declare from time to time the acceptability and the minimum amount for additional
                                  Purchase Payments.

3.03     Fund(s) Record Units     The portion of the Net Purchase Payment(s) applied to each Fund under the Separate Account will
         -- Separate Account:     determine the number of Fund record units for that Fund.  This number is equal to the portion of
                                  the Net Purchase Payment(s) applied to each Fund divided by the Fund record unit value (see 3.05)
                                  for the Valuation Period in which the Purchase Payment is received in good order at Aetna's home
                                  office.

                                                                 14
<PAGE>

3.04     Net Return Factor(s)     The net return factor(s) are used to compute all Separate Account record units for any Fund.
         -- Separate Account:
                                  The net return factor(s) for each Fund is equal to 1.0000000 plus the net return rate.

                                  The net return rate is equal to:

                                  (a)  The value of the shares of the Fund held by the Separate Account at the end of the Valuation
                                       Period; minus
                                  (b)  The value of the shares of the Fund held by the Separate Account at the start of the
                                       Valuation Period; plus or minus
                                  (c)  Taxes (or reserves for taxes) on the Separate Account (if any); divided by
                                  (d)  The total value of the Fund(s) record units and Fund(s) annuity units of the Separate Account
                                       at the start of the Valuation Period; minus
                                  (e)  A daily Separate Account charge at an annual rate as shown on Contract Schedule I for
                                       mortality and expense risks, which may include profit; and a daily administrative charge.

                                  A net return rate may be more or less than 0%. The value of a share of the Fund is equal to the
                                  net assets of the Fund divided by the number of shares outstanding.

3.05     Fund Record Unit Value   A Fund record unit value is computed by multiplying the net return factors for the current
         - Separate Account:      Valuation Period by the Fund record unit value for the previous Period.  The dollar value of
                                  Fund record units, Separate Account assets, and Variable Annuity payments may go up or down due to
                                  investment gain or loss.

3.06     Market Value             An MVA will apply to any withdrawal from the AG Account before the end of a Guaranteed Term when
         Adjustment:              the withdrawal is:

                                  (a)  A Transfer; except for Transfers under the Dollar Cost Averaging program or, as specified in
                                       1.24 Matured Term Value Transfer;

                                  (b)  A full or partial surrender (including a free withdrawal under 3.14), except for a payment
                                       made (1) under an SDO (see 3.10), or (2) under a qualified Contract, when the amount
                                       withdrawn is equal to the required minimum distribution for the Account calculated using a
                                       method permitted under the Code and agreed to by Aetna; or

                                  (c)  Due to election of an Annuity (see 4.07).

                                  Full and partial surrenders and Transfers made within six months after the date of the Annuitant's
                                  death will be the greater of:

                                  (a)  The aggregate MVA amount which is the sum of all market value adjusted amounts calculated due
                                       to a withdrawal of amounts. This total may be greater or less than the Current Value of those
                                       amounts; or

                                                                 15
<PAGE>

3.06     Market Value             (b)  The applicable portion of the Current Value in the AG Account.
         Adjustment (Cont'd):
                                  After the six-month period, the surrender or Transfer will be the aggregate MVA amount, which may
                                  be greater or less than the Current Value of those amounts.

                                  The greater of the aggregate MVA amount or the applicable portion of the Current Value applies to
                                  amounts withdrawn from the AG Account on account of an election of Annuity options 2 or 3 (see
                                  4.07).

                                  Market value adjusted amounts will be equal to the amount withdrawn multiplied by the following
                                  ratio:
                                                    x
                                                   ---
                                                   365
                                            (1 + i)
                                            -----------
                                                    x
                                                   ---
                                                   365
                                            (1 + j)

                                  Where:
                                        i  is the Deposit Period Yield
                                        j  is the Current Yield
                                        x  is the number of days remaining, (computed from Wednesday of the week
                                           of withdrawal) in the Guaranteed Term.

                                  The Deposit Period Yield will be determined as follows:

                                  (a)  At the close of the last business day of each week of the Deposit Period, a yield will be
                                       computed as the average of the yields on that day of U.S. Treasury Notes which mature in the
                                       last three months of the Guaranteed Term.

                                  (b)  The Deposit Period Yield is the average of those yields for the Deposit Period. If withdrawal
                                       is made before the close of the Deposit Period, it is the average of those yields on each
                                       week preceding withdrawal.

                                  The Current Yield is the average of the yields on the last business day of the week preceding
                                  withdrawal on the same U.S. Treasury Notes included in the Deposit Period Yield.

                                  In the event that no U.S. Treasury Notes which mature in the last three months of the Guaranteed
                                  Term exist, Aetna reserves the right to use the U.S. Treasury Notes that mature in the following
                                  quarter.

                                                                 16
<PAGE>

3.07     Transfer of Current      Before an Annuity option is elected, all or any portion of the Adjusted Current Value of the
         Value from the Funds     Certificate Holder's Account may be transferred from any Fund or Guaranteed Term of the AG
         or AG Account During     Account:
         the Accumulation
         Period:                  (a) To any other Fund; or

                                  (b) To any Guaranteed Term of the AG Account made available subject to terms and conditions
                                      specified by Aetna in the current Deposit Period.

                                  Transfer requests can be submitted as a percentage or as a dollar amount. Aetna may establish a
                                  minimum transfer amount. Within a Guaranteed Term Group, the amount to be surrendered or
                                  transferred will be withdrawn first from the oldest Deposit Period, then from the next oldest, and
                                  so on until the amount requested is satisfied.

                                  The Certificate Holder may make an unlimited number of Transfers during the Accumulation Period.
                                  The number of free Transfers allowed by Aetna is shown on Contract Schedule I. Additional
                                  Transfers may be subject to a Transfer fee as shown on Contract Schedule I.

                                  Amounts transferred from the AG Account under the Dollar Cost Averaging program, or amounts
                                  transferred as a Matured Term Value on or within one calendar month of a Term's Maturity Date do
                                  not count against the annual Transfer limit.

                                  Amounts allocated to AG Account Guaranteed Terms may not be transferred to the Funds or to another
                                  Guaranteed Term during a Deposit Period or for 90 days after the close of a Deposit Period except
                                  for (1) Matured Term Value(s) during the calendar month following the Term's Maturity Date; (2)
                                  amounts used as a premium for an Annuity option; (3) amounts transferred under the Dollar Cost
                                  Averaging program; and (4) amounts distributed under the Systematic Distribution Option.

3.08     Notice to the            The Certificate Holder will receive quarterly statements from Aetna of:
         Certificate Holder:
                                  (a) The value of any amounts held in:
                                           (1) The AG Account; and
                                           (2) The Fund(s) under the Separate Account.
                                  (b) The number of any Fund(s) record units; and
                                  (c) The Fund(s) record unit value.

                                  Such number or values will be as of a specific date no more than 60 days before the date of the
                                  notice.

3.09     Loans:                   Loans are not available under this Contract.

                                                                 17
<PAGE>

3.10     Systematic               Aetna may, from time to time, make one or more systematic distribution options (SDOs) available
         Distribution Options:    during the Accumulation Period.  When an SDO is elected, Aetna will make automatic payments from
                                  the Certificate Holder's Account.  No Surrender Fee or MVA will apply to the automatic payments
                                  made under an SDO.

                                  Any SDO will be subject to the following criteria:

                                  (a)   Any SDO will be available to similarly situated contracts uniformly, and on the basis of
                                        objective criteria consistently applied;

                                  (b)   The availability of any SDO may be limited by terms and conditions applicable to the
                                        election of such SDO; and

                                  (c)   Aetna may discontinue the availability of an SDO at any time. Except to the extent required
                                        to comply with applicable law, discontinuance of an SDO will apply only to future elections
                                        and will not affect SDOs in effect at the time an option is discontinued.

3.11     Death Benefit            If the Certificate Holder or Annuitant dies before Annuity payments start, the Beneficiary is
         Amount:                  entitled to a death benefit under the Account. If the Account is owned jointly, the death benefit
                                  is paid at the death of the first joint Certificate Holder to die. The claim date is the date when
                                  proof of death and the Beneficiary's claim are received in good order at Aetna's home office. The
                                  amount of the death benefit is determined as follows:

                                  (a)   Death of Annuitant: The guaranteed death benefit is the greatest of:

                                        (1)  The sum of all Purchase Payment(s) made to the Account (as of the date of death) minus
                                             the sum of all amounts surrendered, applied to an Annuity, or deducted from the
                                             Account;

                                        (2)  The highest step up value, as of the date of death, prior to the Annuitant's 75th
                                             birthday. A step-up value is determined on each anniversary of the Effective Date. Each
                                             step-up value is calculated as the Account's Current Value on the Effective Date
                                             anniversary, increased by the amount of any Purchase Payment(s) made, and decreased by
                                             the sum of all amounts surrendered, deducted, and/or applied to an Annuity option since
                                             the Effective Date anniversary.

                                        (3)  The Account's Current Value as of the date of death.

                                                                 18
<PAGE>

3.11     Death Benefit Amount     The excess, if any, of the guaranteed death benefit value over the Account's Current
         (Cont'd):                Value is determined as of the date of death.  Any excess amount will be deposited to
                                  the Account and allocated to Aetna Variable Encore Fund as of the claim date. The Current Value on
                                  the claim date plus any excess amount deposited becomes the Account's Current Value.

                                  (b)   Death of the Certificate Holder if the Certificate Holder is not the Annuitant: The death
                                        benefit amount is the Account's Adjusted Current Value on the claim date. A Surrender Fee
                                        may apply to any full or partial surrender (see 3.14 and Contract Schedule I).

                                  (c)   Death of spousal Beneficiary who continued the Account: The death benefit amount equals the
                                        Account's Adjusted Current Value on the claim date, less any applicable Surrender Fee (see
                                        3.14 and Contract Schedule I) on Purchase Payments made since the death of the Annuitant.

                                  (d)   Death of the spousal beneficiary of a Certificate Holder who was not the Annuitant and who
                                        continued the Account: The death benefit amount equals the Account's Adjusted Current Value
                                        on the claim date. A Surrender Fee may apply to any full or partial surrender (see 3.14 and
                                        Contract Schedule I).

3.12     Death Benefit Options    Prior to any election, or until amounts must be otherwise distributed under this section, the
         Available to             Current Value will be retained in the Account.  The Beneficiary has the right to allocate or
         Beneficiary:             reallocate any amount to any of the available investment options (subject to an MVA if
                                  applicable).  The following options are available to the Beneficiary:

                                  (a)   When the Certificate Holder is the Annuitant if the Annuitant dies (or when the Certificate
                                        Holder is a nonnatural person if the Annuitant dies):

                                        (1)  If the Beneficiary is the surviving spouse, the spousal Beneficiary will be the
                                             successor Certificate Holder and may exercise all Certificate Holder rights under the
                                             Contract and continue in the Accumulation Period, or may elect (i) or (ii) below.

                                             Under the Code, distributions from the Account are not required until the spousal
                                             Beneficiary's death. The spousal Beneficiary may elect to:

                                             (i)    Apply some or all of the Adjusted Current Value to an Annuity option (see 4.07);

                                             (ii)   Receive, at any time, a lump sum payment equal to the Adjusted Current Value of
                                                    the Account.

                                                                 19
<PAGE>

3.12     Death Benefit Options          (2)  If the Beneficiary is other than the surviving spouse, options (i) or (ii)
         Available to                        above apply.  Any portion of the Adjusted Current Value not applied to an
         Beneficiary (Cont'd):               Annuity option within one year of the death must be distributed within five
                                             years of the date of death.

                                        (3)  If no Beneficiary exists, a lump sum payment equal to the Adjusted Current Value must
                                             be made to the Annuitant's estate within five years of the date of death.

                                        (4)  If the Beneficiary is an entity, a lump sum payment equal to the Adjusted Current Value
                                             must be made within five years of the date of death.

                                  (b)   When the Certificate Holder is not the Annuitant when the Certificate Holder dies:

                                        (1)  If the Beneficiary is the Certificate Holder's surviving spouse, the spousal
                                             Beneficiary will be the successor Certificate Holder and may exercise all Certificate
                                             Holder rights under the Contract and continue in the Accumulation Period, or may elect
                                             (i) or (ii), below. Under the Code, distributions from the Account are not required
                                             until the spousal Beneficiary's death. The spousal Beneficiary may elect to:

                                             (i)    Apply some or all of the Adjusted Current Value to Annuity option 2 or 3 (see
                                                    4.07);

                                             (ii)   Receive, at any time, a lump sum payment equal to the Surrender Value.

                                        (2)  If the Beneficiary is other than the Certificate Holder's surviving spouse, options (i)
                                             or (ii) under (1) above apply. Any portion of the death benefit not applied to an
                                             Annuity option within one year of the Certificate Holder's death must be distributed
                                             within five years of the date of death.

                                        (3)  If no Beneficiary exists, a lump sum payment equal to the Surrender Value must be made
                                             to the Certificate Holder's estate within five years of the date of death.

                                        (4)  If the Beneficiary is an entity, a lump sum payment equal to the Surrender Value must
                                             be made within five years of the date of death.

                                  (c)   When the Certificate Holder is a natural person and not the Annuitant, when the Annuitant
                                        dies, the Beneficiary (or the Certificate Holder if no Beneficiary exists) may elect to:

                                                                 20
<PAGE>

3.12     Death Benefit Options               (i)   Apply all or some of the Adjusted Current Value to an Annuity option within 60
         Available to                              days of the date of death; or
         Beneficiary (Cont'd):
                                             (ii)  Receive a lump sum payment equal to the Adjusted Current Value.

3.13     Liquidation of           All or any portion of the Account's Current Value may be surrendered at any time.  Surrender
         Surrender Value:         requests can be submitted as a percentage of the Account value or as a specific dollar amount.
                                  Net Purchase Payment amounts are withdrawn first, and then the excess value, if any. For any
                                  partial surrender, amounts are withdrawn on a pro rata basis from the Fund(s) and/or the
                                  Guaranteed Term(s) Groups of the AG Account in which the Current Value is invested. Within a
                                  Guaranteed Term Group, the amount to be surrendered or transferred will be withdrawn first from
                                  the oldest Deposit Period, then from the next oldest, and so on until the amount requested is
                                  satisfied.

                                  After deduction of the Maintenance Fee, if applicable, the surrendered amount shall be reduced by
                                  a Surrender Fee, if applicable. An MVA may apply to amounts surrendered from the AG Account.

3.14     Surrender Fee:           The Surrender Fee only applies to the Net Purchase Payment(s) portion surrendered and varies
                                  according to the elapsed time since deposit (see Contract Schedule I).  Net Purchase Payment
                                  amounts are withdrawn in the same order they were applied.

                                  No Surrender Fee is deducted from any portion of the Current Value which is paid:

                                  (a)   To a Beneficiary due to the Annuitant's death before Annuity payments start, up to a maximum
                                        of the aggregate Net Purchase Payment(s) minus the total of all partial surrenders, amounts
                                        applied to an Annuity and deductions made prior to the Annuitant's date of death;

                                  (b)   As a premium for an Annuity option (see 4.07);

                                  (c)   As a distribution under a systematic distribution option (see 3.10);

                                  (d)   At least 12 months after the date of the first Purchase Payment to the Account, in an amount
                                        not to exceed the amount shown on Contract Schedule I under Annual Waiver of Surrender Fee.
                                        This waiver of the Surrender Fee applies to the first full or partial surrender in the
                                        calendar year. This waiver is not available if a systematic distribution option has been in
                                        effect at any time during the calendar year;

                                  (e)   For a full surrender of the Account where the Current Value of the Account is $2,500 or less
                                        and no surrenders have been taken from the Account within the prior 12 months;

                                                                 21
<PAGE>

3.14     Surrender Fee (Cont'd):  (f)   By Aetna under 3.16; or

                                  (g)   If the Annuitant has spent at least 45 consecutive days in a licensed nursing care facility
                                        and each of the following conditions are met:

                                        (1)  more than one calendar year has elapsed since the date the certificate was issued; and

                                        (2)  the surrender is requested within 3 years of admission to a licensed nursing care
                                             facility.

                                  This waiver does not apply if the Annuitant was in a nursing care facility at the time the
                                  certificate was issued.

                                  (h)   Under a qualified Contract when the amount withdrawn is equal to the minimum distribution
                                        required by the Code for the Account calculated using a method permitted under the Code and
                                        agreed to by Aetna.

3.15     Payment of Surrender     Under certain emergency conditions, Aetna may defer payment:
         Value:

                                  (a)   For a period of up to 6 months (unless not allowed by state law); or (b) As provided by
                                        federal law.

3.16     Payment of Adjusted      Upon 90 days' written notice to the Certificate Holder, Aetna will terminate any Account if the
         Current Value:           Current Value becomes less than $2,500 immediately following any partial surrender.  Aetna does
                                  not intend to exercise this right in cases where an Account Current Value is reduced to $2,500 or
                                  less solely due to investment performance. A Surrender Fee will not be deducted from the Adjusted
                                  Current Value.

IV.      ANNUITY PROVISIONS
- -----------------------------------------------------------------------------------------------------------------------------------

4.01     Choices:                 The Certificate Holder may tell Aetna to apply any portion of the Adjusted Current Value (minus
                                  any premium tax, if applicable,) to any Annuity option (see 4.07).  The first Annuity payment
                                  may not be earlier than one calendar year after the initial Purchase Payment nor later than the
                                  later of:

                                  (a)   The first day of the month following the Annuitant's 85th birthday; or
                                  (b)   The tenth anniversary of the last Purchase Payment. In lieu of the election of an Annuity,
                                        the Certificate Holder may tell Aetna to make a lump sum payment.

                                  When an Annuity option is chosen, Aetna must also be told if payments are to be made other than
                                  monthly and whether to pay:

                                  (a)   A Fixed Annuity using the General Account;

                                                                 22
<PAGE>

4.01     Choices (Cont'd):        (b)   A Variable Annuity using any of the Fund(s) available under this Contract for Annuity
                                        purposes; or
                                  (c)   A combination of (a) and (b).

                                  If a Fixed Annuity is chosen, the Annuity purchase rate for the option chosen reflects the Minimum
                                  Guaranteed Interest Rate (see Contract Schedule II), but may reflect higher interest rates. If a
                                  Variable Annuity is chosen, the initial Annuity payment for the option chosen reflects the assumed
                                  annual return rate elected. (see Contract Schedule II).

                                  During the Annuity Period when a Variable Annuity has been elected, at the request of the
                                  Certificate Holder, all or any portion of the amount allocated to a Fund may be transferred to any
                                  other Fund available during the Annuity Period. Four transfers, without charge, are allowed each
                                  calendar year. Aetna reserves the right to change the number of transfers allowed.

                                  Transfer requests must be expressed as a percentage of the allocation among the Funds of the
                                  amount upon which the Variable Annuity will be based. Aetna reserves the right to establish a
                                  minimum transfer amount. Transfers will be effective as of the Valuation Period in which Aetna
                                  receives a transfer request in good order at its Home Office.

4.02     Terms of Annuity         (a)   When payments start, the age of the Annuitant plus the number of years for which payments
         Options:                       are guaranteed must not exceed 95.

                                  (b)   An Annuity option may not be elected if the first payment would be less than $50 or if the
                                        total payments in a year would be less than $250 (less if required by state law). Aetna
                                        reserves the right to increase the minimum first Annuity payment amount and the annual
                                        minimum Annuity payment amount based upon increases reflected in the Consumer Price
                                        Index-Urban, (CPI-U) since July 1, 1993.

                                  (c)   If a Fixed Annuity is chosen Aetna will use the applicable current settlement rate if it
                                        will provide higher Fixed Annuity payments.

                                  (d)   For purposes of calculating the guaranteed first payment of a Variable Annuity or the
                                        payments for a Fixed Annuity, the Annuitant's and second Annuitant's adjusted age will be
                                        used.  The Annuitant's and second Annuitant's adjusted age is his or her age as of the
                                        birthday closest to the Annuity commencement date reduced by one year for Annuity
                                        commencement dates occurring during the period of time from July 1, 1993 through December
                                        31, 1999.  The Annuitant's and second Annuitant's age will be reduced by two years for
                                        Annuity commencement dates occurring during the period of time from January 1, 2000
                                        through December 31, 2009.  The Annuitant's and second Annuitant's age will be reduced by
                                        one additional year for Annuity commencement dates occurring in each succeeding decade.

                                                                 23
<PAGE>

4.02     Terms of Annuity         The Annuity purchase rates for options 2 and 3 are based on mortality from 1983 Table a.
         Options (Cont'd):
                                  (e)   Assumed Annual Net Return Rate is the interest rate used to determine the amount of the
                                        first Annuity payment under a Variable Annuity as shown on Contract Schedule II. The
                                        Separate Account must earn this rate plus enough to cover the mortality and expense risks
                                        charges (which may include profit) and administrative charges if future Variable Annuity
                                        Payments are to remain level, (see Annuity return factor under Variable Annuity Assumed
                                        Annual Net Return Rate on Contract Schedule II).

                                  (f)   Once elected, Annuity payments cannot be commuted to a lump sum except for Variable Annuity
                                        payments under option 1 (see 4.07). The life expectancy of the Annuitant or the Annuitant
                                        and second Annuitant shall be irrevocable upon the election of an Annuity option.

4.03     Death of Annuitant/      (a)   Certificate Holder is Annuitant: When the Certificate Holder is the Annuitant and the
         Beneficiary:                   Annuitant dies under option 1 or 2, or both the Annuitant and the second Annuitant die
                                        under option 3(d), the present value of any remaining guaranteed payments will be paid in
                                        one sum to the Beneficiary, or upon election by the Beneficiary, any remaining payments will
                                        continue to the Beneficiary. If option 3 has been elected and the Certificate Holder dies,
                                        the remaining payments will continue to the successor payee. If no successor payee has been
                                        designated, the Beneficiary will be treated as the successor payee. If the Account has joint
                                        Certificate Holders, the surviving joint Certificate Holder will be deemed the successor
                                        payee.

                                  (b)   Certificate Holder is Not Annuitant: When the Certificate Holder is not the Annuitant and
                                        the Certificate Holder dies, the remaining payments will continue to the successor payee. If
                                        no successor payee has been designated, the Beneficiary will be treated as the successor
                                        payee. If the Account has joint Certificate Holders, the surviving joint Certificate Holder
                                        will be deemed the successor payee.

                                        If the Annuitant dies under option 1 or 2, or both the Annuitant and the second Annuitant
                                        die under option 3(d), the present value of any remaining guaranteed payments will be paid
                                        in one sum to the Beneficiary, or upon the election by the Beneficiary, any remaining
                                        payments will continue to the Beneficiary. If option 3 has been elected, and the Annuitant
                                        dies, the remaining payments will continue to the Certificate Holder.

                                  (c)   No Beneficiary Named/Surviving: If there is no Beneficiary, the present value of any
                                        remaining payments will be paid in one sum to the Certificate Holder, or if the Certificate
                                        Holder is not living, then to the Certificate Holder's estate.

                                                                 24
<PAGE>

4.03     Death of Annuitant/      (d)   If the Beneficiary or the successor payee dies while receiving Annuity payments, the
         Beneficiary (Cont'd):          present value of any remaining guaranteed payments will be paid in one sum to the
                                        successor Beneficiary/payee, or upon election by the successor Beneficiary/payee, any
                                        remaining payments will continue to the successor Beneficiary/payee. If no successor
                                        Beneficiary/payee has been designated, the present value of any remaining guaranteed
                                        payments will be paid in one sum to the Beneficiary's/payee's estate.

                                  (e)   The present value will be determined as of the Valuation Period in which proof of death
                                        acceptable to Aetna and a request for payment is received at Aetna's home office. The
                                        interest rate used to determine the first payment will be used to calculate the present
                                        value.

4.04     Fund(s) Annuity Units    The number of each Fund's Annuity Units is based on the amount of the first Variable Annuity
         -- Separate Account:     payment which is equal to:

                                  (a)   The portion of the Current Value applied to pay a Variable Annuity (minus any premium
                                        tax); divided by
                                  (b)   1,000; multiplied by
                                  (c)   The payment rate for the option chosen.

                                  Such amount, or portion, of the variable payment will be divided by the appropriate Fund Annuity
                                  unit value (see 4.05) on the tenth Valuation Period before the due date of the first payment to
                                  determine the number of each Fund Annuity units. The number of each Fund Annuity units remains
                                  fixed. Each future payment is equal to the sum of the products of each Fund Annuity unit value
                                  multiplied by the appropriate number of units. The Fund Annuity unit value on the tenth Valuation
                                  Period prior to the due date of the payment is used.

4.05     Fund(s) Annuity Unit     For any Valuation Period, a Fund Annuity unit value is equal to:
         Value -- Separate
         Account:                 (a)   The value for the previous Period; multiplied by
                                  (b)   The Annuity net return factor(s) (see 4.06 below) for the Period; multiplied by (c) A factor
                                        to reflect the assumed annual net return rate (see Contract Schedule II).

                                  The dollar value of a Fund Annuity unit values and Annuity payments may go up or down due to
                                  investment gain or loss.

4.06     Annuity Net Return       The Annuity net return factor(s) are used to compute all Separate Account Annuity Payments for
         Factor(s)                any Fund.
         -- Separate Account:
                                  The Annuity net return factor(s) for each Fund is equal to 1.0000000 plus the net return rate.

                                                                 25
<PAGE>

4.06     Annuity Net Return       The net return rate is equal to:
         Factor(s)
         -- Separate Account      (a)   The value of the shares of the Fund held by the Separate Account at the end of a Valuation
         (Cont'd):                      Period; minus
                                  (b)   The value of the shares of the Fund held by the Separate Account at the start of the
                                        Valuation Period; plus or minus
                                  (c)   Taxes (or reserves for taxes) on the Separate Account (if any); divided by
                                  (d)   The total value of the Fund(s) record units and Fund(s) Annuity units of the Separate
                                        Account at the start of the Valuation Period; minus
                                  (e)   A daily charge for Annuity mortality and expense risks, which may include profit, and a
                                        daily administrative charge (at the annual rate as shown on Contract Schedule II).

                                  A net return rate may be more or less than 0%.

                                  The value of a share of the Fund is equal to the net assets of the Fund divided by the number of
                                  shares outstanding.

                                  Payments shall not be changed due to changes in the mortality or expense results or administrative
                                  charges.

4.07     Annuity Options:         Option 1 -- Payments for a Specified Period: Payments are made for the number of years specified
                                  by the Certificate Holder.  The number of years must be at least five and not more than 30.

                                  Option 2 -- Life income based on the life of one Annuitant: Payments are made until the death of
                                  the Annuitant. When this option is elected, the Certificate Holder must also choose one of the
                                  following:

                                  (a)   payments cease at the death of the Annuitant;
                                  (b)   payments are guaranteed for a specified period from five to 30 years;
                                  (c)   cash refund: when the Annuitant dies, the Beneficiary will receive a lump sum payment equal
                                        to the amount applied to the Annuity option (less any premium tax, if applicable) less the
                                        total amount of Annuity payments made prior to such death. This cash refund feature is only
                                        available if the total amount applied to the Annuity option is allocated to a Fixed Annuity.

                                  Option 3 -- Life income based on the lives of two Annuitants: Payments are made for the lives of
                                  two Annuitants, one of whom is designated the second Annuitant, and cease only when both
                                  Annuitants have died. When this option is elected, the Certificate Holder must also choose one of
                                  the following:

                                  (a)   100% of the payment to continue after the first death;
                                  (b)   66-2/3% of the payment to continue after the first death;
                                  (c)   50% of the payment to continue after the first death;

                                                                 26
<PAGE>

4.07     Annuity Options          (d)   100% of the payment to continue after the first death and payments are guaranteed for a
         (Cont'd):                      period of five to 30 years;
                                  (e)   100% of the payment to continue at the death of the designated second Annuitant and 50% of
                                        the payment to continue at the death of the Annuitant; or
                                  (f)   100% of the payment continues after the first death with a cash refund feature. When the
                                        Annuitant and designated second Annuitant die, the Beneficiary will receive a lump sum
                                        payment equal to the amount applied to the Annuity option (less any premium tax) less the
                                        total amount of Annuity payments paid prior to such death. This cash refund feature is only
                                        available if the total amount applied to the Annuity option is allocated to a Fixed Annuity.

                                  If a Fixed Annuity is chosen under Option 1, Option 2 (a) or (b), or Option 3 (a) or (d), the
                                  Certificate Holder may elect, at the time the Annuity option is selected, an annual increase of
                                  one, two or three percent compounded annually.

                                  As allowed under applicable state law, Aetna reserves the right to offer additional Annuity
                                  options.
</TABLE>


                                                                 27
<PAGE>



                    OPTION 1: Payments for a Specified Period

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                     Monthly Amount for Each $1,000*
                      Rates for a Fixed Annuity with a 3% Guaranteed Interest Rate
- ----------------------------------------------------------------------------------------------------------
          Years                     Payment                    Years                     Payment
- --------------------------- ------------------------- ------------------------- --------------------------
            <S>                       <C>                        <C>                      <C>
            5                         17.91                      18                       5.96
            6                         15.14                      19                       5.73
            7                         13.16                      20                       5.51
            8                         11.68                      21                       5.32
            9                         10.53                      22                       5.15
            10                         9.61                      23                       4.99
            11                         8.86                      24                       4.84
            12                         8.24                      25                       4.71
            13                         7.71                      26                       4.59
            14                         7.26                      27                       4.47
            15                         6.87                      28                       4.37
            16                         6.53                      29                       4.27
            17                         6.23                      30                       4.18
- --------------------------- ------------------------- ------------------------- --------------------------
</TABLE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                   First Month Amount for Each $1,000*
                     Rates for a Variable Annuity with a 3.5% Assumed Interest Rate
- ----------------------------------------------------------------------------------------------------------
          Years                     Payment                    Years                     Payment
- --------------------------- ------------------------- ------------------------- --------------------------
            <S>                      <C>                         <C>                      <C>
            5                        18.12                       18                       6.20
            6                        15.35                       19                       5.97
            7                        13.38                       20                       5.75
            8                        11.90                       21                       5.56
            9                        10.75                       22                       5.39
            10                        9.83                       23                       5.24
            11                        9.09                       24                       5.09
            12                        8.46                       25                       4.96
            13                        7.94                       26                       4.84
            14                        7.49                       27                       4.73
            15                        7.10                       28                       4.63
            16                        6.76                       29                       4.53
            17                        6.47                       30                       4.45
- --------------------------- ------------------------- ------------------------- --------------------------
</TABLE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                   First Month Amount for Each $1,000*
                      Rates for a Variable Annuity with a 5% Assumed Interest Rate
- ----------------------------------------------------------------------------------------------------------
          Years                     Payment                    Years                     Payment
- --------------------------- ------------------------- ------------------------- --------------------------
            <S>                      <C>                         <C>                      <C>
            5                        18.74                       18                       6.94
            6                        15.99                       19                       6.71
            7                        14.02                       20                       6.51
            8                        12.56                       21                       6.33
            9                        11.42                       22                       6.17
            10                       10.51                       23                       6.02
            11                        9.77                       24                       5.88
            12                        9.16                       25                       5.76
            13                        8.64                       26                       5.65
            14                        8.20                       27                       5.54
            15                        7.82                       28                       5.45
            16                        7.49                       29                       5.36
            17                        7.20                       30                       5.28
- --------------------------- ------------------------- ------------------------- --------------------------
</TABLE>
                  * Net of any applicable premium tax deduction

                                       28
<PAGE>



            Option 2: Life Income Based on the Life of One Annuitant


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                     Monthly Payment Amount for Each $1,000*
           Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
- ----------------------------------------------------------------------------------------------------------------------------------
  Adjusted       Option 2(a):        Option 2(b):       Option 2(b):       Option 2(b):        Option 2(b):       Option 2(c ):
   Age of      payments for life       payments           payments           payments            payments             Cash
  Annuitant                           guaranteed         guaranteed         guaranteed          guaranteed           Refund
                                       5 years            10 years           15 years            20 years
               ------------------ ------------------- ------------------ ------------------ ------------------- ------------------
                Male     Female     Male    Female     Male     Female    Male     Female    Male     Female     Male     Female
- -------------- -------- ---------- ------- ---------- -------- --------- -------- --------- -------- ---------- -------- ---------
     <S>       <C>      <C>         <C>     <C>        <C>       <C>      <C>      <C>       <C>      <C>        <C>     <C>
     50        $4.27    $3.90       $4.26   $3.90      $4.22     $3.89    $4.17    $3.86     $4.08    $3.82      $4.04   $3.78
     51         4.34     3.97        4.33    3.96       4.30      3.95     4.23     3.92      4.14     3.88       4.10    3.84
     52         4.43     4.03        4.41    4.03       4.37      4.01     4.30     3.98      4.20     3.93       4.16    3.89
     53         4.51     4.10        4.50    4.10       4.45      4.08     4.37     4.04      4.26     3.99       4.23    3.95
     54         4.60     4.18        4.59    4.17       4.54      4.15     4.45     4.11      4.32     4.04       4.29    4.01

     55         4.70     4.25        4.68    4.25       4.62      4.22     4.53     4.18      4.39     4.11       4.37    4.07
     56         4.80     4.34        4.78    4.33       4.72      4.30     4.61     4.25      4.45     4.17       4.44    4.13
     57         4.91     4.42        4.89    4.41       4.82      4.38     4.69     4.32      4.51     4.23       4.52    4.20
     58         5.03     4.52        5.00    4.51       4.92      4.47     4.78     4.40      4.58     4.30       4.61    4.28
     59         5.15     4.61        5.12    4.60       5.03      4.56     4.87     4.48      4.65     4.37       4.69    4.35

     60         5.28     4.72        5.25    4.70       5.14      4.66     4.96     4.57      4.71     4.44       4.78    4.43
     61         5.43     4.83        5.39    4.81       5.27      4.76     5.06     4.66      4.78     4.51       4.88    4.52
     62         5.58     4.95        5.53    4.93       5.39      4.87     5.16     4.75      4.84     4.58       4.98    4.60
     63         5.74     5.08        5.69    5.05       5.53      4.98     5.26     4.85      4.90     4.65       5.09    4.70
     64         5.91     5.21        5.85    5.18       5.66      5.10     5.36     4.95      4.96     4.72       5.20    4.80

     65         6.10     5.36        6.03    5.32       5.81      5.22     5.46     5.05      5.02     4.79       5.31    4.90
     66         6.30     5.51        6.21    5.47       5.96      5.36     5.56     5.16      5.08     4.86       5.44    5.01
     67         6.51     5.67        6.41    5.63       6.12      5.50     5.66     5.26      5.13     4.93       5.56    5.12
     68         6.73     5.85        6.62    5.80       6.28      5.65     5.77     5.37      5.18     5.00       5.70    5.24
     69         6.97     6.04        6.84    5.98       6.44      5.80     5.86     5.49      5.23     5.06       5.84    5.37

     70         7.23     6.25        7.07    6.18       6.61      5.97     5.96     5.60      5.27     5.12       5.98    5.51
     71         7.51     6.47        7.32    6.39       6.79      6.14     6.05     5.71      5.31     5.18       6.14    5.65
     72         7.80     6.71        7.58    6.62       6.96      6.32     6.14     5.83      5.34     5.23       6.30    5.80
     73         8.12     6.98        7.85    6.86       7.14      6.50     6.23     5.94      5.37     5.28       6.47    5.96
     74         8.46     7.26        8.14    7.12       7.32      6.69     6.31     6.04      5.40     5.32       6.65    6.13

     75         8.82     7.57        8.45    7.40       7.50      6.89     6.38     6.14      5.42     5.35       6.83    6.31
- -------------- -------- ---------- ------- ---------- -------- --------- -------- --------- -------- ---------- -------- ---------
</TABLE>

                  *Net of any applicable premium tax deduction

                                       29
<PAGE>



            Option 2: Life Income Based on the Life of One Annuitant


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                   First Month Payment Amount for Each $1,000*
          Rates for a Variable Annuity with 3.5% Assumed Interest Rate
- ---------------------------------------------------------------------------------------------------------------
                                      Option (b):       Option 2(b):       Option 2(b):        Option 2(b):
  Adjusted        Option 2(a):         payments           payments           payments            payments
   Age of           payments          guaranteed         guaranteed         guaranteed          guaranteed
  Annuitant         for Life            5 years           10 Years           15 years            20 years
               -------- ---------- ------- ---------- -------- --------- -------- --------- -------- ----------
               Male     Female     Male    Female     Male     Female    Male     Female     Male    Female
- -------------- -------- ---------- ------- ---------- -------- --------- -------- --------- -------- ----------
   <S>          <C>      <C>       <C>     <C>         <C>      <C>       <C>      <C>       <C>      <C>
   50           $4.56    $4.20     $4.55   $4.19       $4.51    $4.18     $4.45    $4.15     $4.36    $4.11
   51            4.64     4.26      4.62    4.25        4.58     4.24      4.51     4.21      4.42     4.16
   52            4.72     4.32      4.70    4.32        4.66     4.30      4.58     4.26      4.48     4.21
   53            4.80     4.39      4.79    4.38        4.74     4.36      4.65     4.32      4.53     4.27
   54            4.89     4.46      4.87    4.46        4.82     4.43      4.73     4.39      4.59     4.32

   55            4.99     4.54      4.97    4.53        4.91     4.50      4.80     4.46      4.65     4.38
   56            5.09     4.62      5.07    4.61        5.00     4.58      4.88     4.53      4.72     4.44
   57            5.20     4.71      5.17    4.70        5.10     4.66      4.96     4.60      4.78     4.50
   58            5.32     4.80      5.29    4.79        5.20     4.75      5.05     4.68      4.84     4.57
   59            5.44     4.90      5.41    4.88        5.31     4.84      5.14     4.76      4.91     4.63

   60            5.57     5.00      5.53    4.99        5.42     4.93      5.23     4.84      4.97     4.70
   61            5.71     5.11      5.67    5.09        5.54     5.03      5.32     4.93      5.03     4.77
   62            5.86     5.23      5.81    5.21        5.66     5.14      5.42     5.02      5.09     4.84
   63            6.02     5.36      5.97    5.33        5.79     5.25      5.51     5.11      5.16     4.91
   64            6.20     5.49      6.13    5.46        5.93     5.37      5.61     5.21      5.21     4.98

   65            6.38     5.64      6.31    5.60        6.07     5.49      5.71     5.31      5.27     5.05
   66            6.58     5.79      6.49    5.75        6.22     5.63      5.81     5.41      5.32     5.12
   67            6.79     5.95      6.69    5.91        6.38     5.76      5.91     5.52      5.38     5.18
   68            7.02     6.13      6.89    6.08        6.53     5.91      6.01     5.63      5.42     5.25
   69            7.26     6.32      7.11    6.26        6.70     6.06      6.11     5.74      5.47     5.31

   70            7.52     6.53      7.35    6.45        6.86     6.23      6.20     5.85      5.51     5.37
   71            7.80     6.75      7.59    6.66        7.03     6.39      6.29     5.96      5.54     5.42
   72            8.09     6.99      7.85    6.89        7.21     6.57      6.38     6.07      5.57     5.47
   73            8.41     7.26      8.12    7.13        7.38     6.75      6.46     6.17      5.60     5.51
   74            8.75     7.54      8.41    7.39        7.55     6.94      6.53     6.28      5.63     5.55

   75            9.12     7.85      8.71    7.66        7.73     7.13      6.61     6.38      5.65     5.59
- -------------- -------- ---------- ------- ---------- -------- --------- -------- --------- -------- ----------
</TABLE>

                  *Net of any applicable premium tax deduction


                                       30
<PAGE>



            Option 2: Life Income Based on the Life of One Annuitant


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                   First Month Payment Amount for Each $1,000*
           Rates for a Variable Annuity with 5% Assumed Interest Rate
- -------------- ------------------- ------------------ ------------------ ------------------- ------------------
                                     Option 2(b):       Option 2(b):       Option 2(b):        Option 2(b):
  Adjusted       Option 2(a):          payments           payments           payments            payments
   Age of          payments           guaranteed         guaranteed         guaranteed          guaranteed
 Annuitant         for life            5 years            10 Years           15 years            20 years
               ------------------- ------------------ ------------------ ------------------- ------------------
               Male     Female     Male    Female     Male     Female    Male     Female     Male    Female
- -------------- -------- ---------- ------- ---------- -------- --------- -------- ---------- ------- ----------
  <S>           <C>       <C>       <C>      <C>      <C>         <C>      <C>      <C>       <C>      <C>
  50            $5.48     $5.12     $5.46    $5.11    $5.41       $5.09    5.34     $5.06     $5.24    $5.01
  51             5.55      5.17      5.53     5.17     5.48        5.14    5.40      5.11      5.29     5.05
  52             5.63      5.23      5.61     5.23     5.55        5.20    5.46      5.16      5.34     5.10
  53             5.71      5.30      5.69     5.29     5.62        5.26    5.53      5.22      5.40     5.15
  54             5.80      5.37      5.77     5.36     5.70        5.33    5.60      5.27      5.45     5.20

  55             5.89      5.44      5.86     5.43     5.79        5.39    5.67      5.34      5.51     5.25
  56             5.99      5.52      5.96     5.51     5.87        5.47    5.74      5.40      5.56     5.31
  57             6.10      5.60      6.06     5.59     5.97        5.54    5.82      5.47      5.62     5.37
  58             6.21      5.69      6.17     5.67     6.06        5.62    5.90      5.54      5.68     5.42
  59             6.33      5.79      6.29     5.77     6.17        5.71    5.98      5.61      5.74     5.48

  60             6.46      5.89      6.41     5.87     6.28        5.80    6.06      5.69      5.79     5.55
  61             6.60      6.00      6.55     5.97     6.39        5.90    6.15      5.77      5.85     5.61
  62             6.75      6.11      6.69     6.08     6.51        6.00    6.24      5.86      5.91     5.67
  63             6.91      6.23      6.84     6.20     6.64        6.10    6.33      5.95      5.96     5.73
  64             7.09      6.37      7.00     6.33     6.77        6.22    6.42      6.04      6.02     5.80

  65             7.27      6.51      7.18     6.46     6.91        6.34    6.52      6.13      6.07     5.86
  66             7.47      6.66      7.36     6.61     7.05        6.46    6.61      6.23      6.12     5.92
  67             7.68      6.82      7.55     6.76     7.20        6.60    6.70      6.33      6.16     5.99
  68             7.91      7.00      7.76     6.93     7.35        6.74    6.80      6.43      6.21     6.04
  69             8.15      7.19      7.98     7.11     7.51        6.89    6.89      6.54      6.25     6.10

  70             8.41      7.39      8.21     7.30     7.67        7.04    6.97      6.64      6.28     6.15
  71             8.69      7.62      8.45     7.51     7.83        7.21    7.06      6.74      6.32     6.20
  72             8.99      7.86      8.70     7.73     8.00        7.38    7.14      6.85      6.35     6.25
  73             9.31      8.12      8.97     7.97     8.16        7.55    7.21      6.95      6.37     6.29
  74             9.65      8.41      9.26     8.23     8.33        7.73    7.29      7.04      6.39     6.33

  75            10.02      8.72      9.55     8.50     8.50        7.92    7.35      7.14      6.41     6.36
- -------------- -------- ---------- ------- ---------- -------- --------- -------- ---------- ------- ----------
</TABLE>

                  * Net of any applicable premium tax deduction


                                       31
<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                     Monthly Payment Amount for Each $1,000*
           Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
                Annuitant is Female and Second Annuitant is Male
- --------------------------- -------------- ------------- ------------- ------------- --------------- -------------
      Adjusted Ages
- ---------------------------
             Second
Annuitant    Annuitant      Option 3(a)    Option 3(b)   Option 3(c)   Option 3(d)   Option 3(e)     Option 3(f)
- ------------ -------------- -------------- ------------- ------------- ------------- --------------- -------------
    <S>          <C>            <C>            <C>           <C>           <C>           <C>           <C>
    55           50             $3.75          $4.07         $4.26         $3.75         $3.98         $3.72
    55           55              3.88           4.25          4.47          3.87          4.06          3.85
    55           60              3.99           4.44          4.71          3.98          4.12          3.94

    60           55              4.06           4.47          4.71          4.06          4.37          4.02
    60           60              4.24           4.71          4.99          4.23          4.47          4.17
    60           65              4.38           4.97          5.32          4.38          4.54          4.29

    65           60              4.49           5.01          5.32          4.48          4.89          4.39
    65           65              4.72           5.33          5.70          4.71          5.02          4.59
    65           70              4.93           5.68          6.15          4.91          5.14          4.74

    70           65              5.07           5.75          6.17          5.05          5.60          4.87
    70           70              5.40           6.21          6.70          5.36          5.79          5.13
    70           75              5.69           6.68          7.32          5.62          5.96          5.29

    75           70              5.89           6.82          7.40          5.81          6.63          5.48
    75           75              6.37           7.45          8.15          6.23          6.92          5.78
    75           80              6.78           8.11          8.99          6.54          7.15          5.93
- ------------ -------------- -------------- ------------- ------------- ------------- --------------- -------------
</TABLE>

                  *Net of any applicable premium tax deduction


                                       32
<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                    First Month Payment Amount for Each $1,000*
                            Rates for a Variable Annuity with 3.5% Assumed Interest Rate
                                  Annuitant is Female and Second Annuitant is Male
- ---------------------------------------------------------------------------------------------------------------------
          Adjusted Ages
- ----------------------------------
                      Second
   Annuitant         Annuitant     Option 3(a)     Option 3(b)      Option 3(c)      Option 3(d)     Option 3(e)
- ----------------- ---------------- --------------- ---------------- ---------------- --------------- ----------------
     <S>               <C>               <C>             <C>              <C>              <C>             <C>
     55                50                $4.03           $4.36            $4.55            $4.03           $4.27
     55                55                 4.16            4.54             4.76             4.15            4.34
     55                60                 4.27            4.73             5.00             4.26            4.40

     60                55                 4.34            4.76             5.00             4.34            4.65
     60                60                 4.51            4.99             5.27             4.50            4.74
     60                65                 4.66            5.25             5.61             4.65            4.82

     65                60                 4.76            5.29             5.60             4.75            5.16
     65                65                 4.99            5.61             5.99             4.98            5.30
     65                70                 5.19            5.97             6.44             5.17            5.41

     70                65                 5.34            6.03             6.46             5.31            5.88
     70                70                 5.67            6.49             6.99             5.62            6.07
     70                75                 5.95            6.96             7.61             5.87            6.23

     75                70                 6.16            7.10             7.68             6.07            6.90
     75                75                 6.64            7.73             8.43             6.48            7.19
     75                80                 7.04            8.39             9.29             6.79            7.42

- ----------------- ---------------- --------------- ---------------- ---------------- --------------- ----------------
</TABLE>

                  *Net of any applicable premium tax deduction


                                       33
<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                    First Month Payment Amount for Each $1,000*
                             Rates for a Variable Annuity with 5% Assumed Interest Rate
                                  Annuitant is Female and Second Annuitant is Male
- ---------------------------------------------------------------------------------------------------------------------
          Adjusted Ages
- ----------------------------------
                  Second
Annuitant         Annuitant        Option 3(a)     Option 3(b)      Option 3(c)      Option 3(d)     Option 3(e)
- ----------------- ------------------------------- ---------------- ---------------- --------------- ----------------
      <S>                <C>             <C>             <C>             <C>               <C>           <C>
      55                 50              $4.93           $5.27           $5.46             $4.93         $5.17
      55                 55               5.04            5.44            5.66              5.04          5.23
      55                 60               5.15            5.63            5.91              5.14          5.29

      60                 55               5.21            5.65            5.89              5.21          5.53
      60                 60               5.37            5.87            6.16              5.37          5.62
      60                 65               5.52            6.14            6.51              5.51          5.70

      65                 60               5.61            6.16            6.49              5.60          6.03
      65                 65               5.83            6.49            6.87              5.82          6.15
      65                 70               6.04            6.84            7.34              6.00          6.27

      70                 65               6.17            6.90            7.33              6.13          6.73
      70                 70               6.49            7.35            7.87              6.44          6.91
      70                 75               6.77            7.84            8.51              6.68          7.07

      75                 70               6.97            7.96            8.56              6.87          7.75
      75                 75               7.45            8.60            9.33              7.27          8.04
      75                 80               7.86            9.28           10.20              7.57          8.27
- ----------------- ---------------- --------------- ---------------- ---------------- --------------- ----------------
</TABLE>

                  * Net of any applicable premium tax deduction


                                       34
<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                      Monthly Payment Amount for Each $1,000*
                             Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
                                  Annuitant is Male and Second Annuitant is Female
- ---------------------------------------------------------------------------------------------------------------------
       Adjusted Ages
- -----------------------------
                Second
Annuitant       Annuitant     Option 3(a)    Option 3(b)    Option 3(c)   Option 3(d)    Option 3(e)   Option 3(f)
- --------------- ------------- -------------- -------------- ------------- -------------- ------------- --------------
    <S>              <C>         <C>            <C>            <C>          <C>             <C>           <C>
    55               50          $ 3.69         $ 4.05         $ 4.27       $ 3.69          $ 4.13        $ 3.67
    55               55            3.88           4.25           4.47         3.87            4.25          3.85
    55               60            4.06           4.47           4.71         4.06            4.36          4.02

    60               55            3.99           4.44           4.71         3.98            4.55          3.94
    60               60            4.24           4.71           4.99         4.23            4.70          4.17
    60               65            4.49           5.01           5.32         4.48            4.85          4.39

    65               60            4.38           4.97           5.32         4.38            5.10          4.29
    65               65            4.72           5.33           5.70         4.71            5.32          4.59
    65               70            5.07           5.75           6.17         5.05            5.54          4.87

    70               65            4.93           5.68           6.15         4.91            5.86          4.74
    70               70            5.40           6.21           6.70         5.36            6.18          5.13
    70               75            5.89           6.82           7.40         5.81            6.49          5.48

    75               70            5.69           6.68           7.32         5.62            6.92          5.29
    75               75            6.37           7.45           8.15         6.23            7.40          5.78
    75               80            7.07           8.34           9.16         6.78            7.85          6.17

- --------------- ------------- -------------- -------------- ------------- -------------- ------------- --------------
</TABLE>

                  * Net of any applicable premium tax deduction



                                       35
<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                    First Month Payment Amount for Each $1,000*
                            Rates for a Variable Annuity with 3.5% Assumed Interest Rate
                                  Annuitant is Male and Second Annuitant is Female
- ---------------------------------------------------------------------------------------------------------------------
          Adjusted Ages
- ----------------------------------
                  Second
Annuitant         Annuitant        Option 3(a)     Option 3(b)      Option 3(c)      Option 3(d)     Option 3(e)
- ----------------- ---------------- --------------- ---------------- ---------------- --------------- ----------------
     <S>              <C>               <C>             <C>             <C>               <C>           <C>
     55               50                $ 3.97          $ 4.35          $ 4.56            $ 3.97        $ 4.42
     55               55                  4.16            4.54            4.76              4.15          4.54
     55               60                  4.34            4.76            5.00              4.34          4.64

     60               55                  4.27            4.73            5.00              4.26          4.83
     60               60                  4.51            4.99            5.27              4.50          4.98
     60               65                  4.76            5.29            5.60              4.75          5.13

     65               60                  4.66            5.25            5.61              4.65          5.39
     65               65                  4.99            5.61            5.99              4.98          5.60
     65               70                  5.34            6.03            6.46              5.31          5.81

     70               65                  5.19            5.97            6.44              5.17          6.14
     70               70                  5.67            6.49            6.99              5.62          6.47
     70               75                  6.16            7.10            7.68              6.07          6.77

     75               70                  5.95            6.96            7.61              5.87          7.20
     75               75                  6.64            7.73            8.43              6.48          7.68
     75               80                  7.33            8.62            9.45              7.02          8.13

- ----------------- ---------------- --------------- ---------------- ---------------- --------------- ----------------
</TABLE>

                  *Net of any applicable premium tax deduction



                                       36
<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants



<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                    First Month Payment Amount for Each $1,000*
                             Rates for a Variable Annuity with 5% Assumed Interest Rate
                                  Annuitant is Male and Second Annuitant is Female
- ---------------------------------------------------------------------------------------------------------------------
          Adjusted Ages
- ----------------------------------
                  Second
Annuitant         Annuitant        Option 3(a)     Option 3(b)      Option 3(c)      Option 3(d)     Option 3(e)
- ----------------- ---------------- --------------- ---------------- ---------------- --------------- ----------------
      <S>              <C>              <C>           <C>               <C>              <C>              <C>
      55               50               $ 4.88        $ 5.26            $ 5.48           $ 4.88           $ 5.34
      55               55                 5.04          5.44              5.66             5.04             5.43
      55               60                 5.21          5.65              5.89             5.21             5.53

      60               55                 5.15          5.63              5.91             5.14             5.73
      60               60                 5.37          5.87              6.16             5.37             5.86
      60               65                 5.61          6.16              6.49             5.60             6.01

      65               60                 5.52          6.14              6.51             5.51             6.28
      65               65                 5.83          6.49              6.87             5.82             6.47
      65               70                 6.17          6.90              7.33             6.13             6.67

      70               65                 6.04          6.84              7.34             6.00             7.03
      70               70                 6.49          7.35              7.87             6.44             7.33
      70               75                 6.97          7.96              8.56             6.87             7.62

      75               70                 6.77          7.84              8.51             6.68             8.08
      75               75                 7.45          8.60              9.33             7.27             8.55
      75               80                 8.14          9.49             10.35             7.80             8.98
- ----------------- ---------------- --------------- ---------------- ---------------- --------------- ----------------
</TABLE>

                  * Net of any applicable premium tax deduction



                                       37
<PAGE>



- --------------------------------------------------------------------------------

                    Aetna Life Insurance and Annuity Company
                       Home Office: 151 Farmington Avenue
                                 P.O. Box 30670
                        Hartford, Connecticut 06150-0670
                                 (800) 531-4547


                      Certificate of Group Annuity Coverage



- --------------------------------------------------------------------------------






ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CERTIFICATE CONTAINS A MARKET VALUE ADJUSTMENT
FORMULA. APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN
INCREASE OR DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA
DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.





                        --------------------------------------------------------
                        Aetna Life Insurance and Annuity Company
                        Home Office: 151 Farmington Avenue
                        P.O. Box 30670
                        Hartford, Connecticut 06150-0670
                        (800) 531-4547

                        You may call the toll-free number shown above for
                        answers to questions or to resolve a complaint.

                        Aetna Life Insurance and Annuity Company, a stock
                        company, herein called Aetna, agrees to pay the benefits
                        stated in this Contract.

Specifications
- --------------------------------------------------------------------------------
 Plan
   SPECIMEN
- --------------------------------------------------------------------------------
 Type of Plan
   SPECIMEN
- --------------------------------------------------------------------------------
 Contract Holder
   SPECIMEN
   SPECIMEN
- --------------------------------------------------------------------------------
 Annuitant
   SPECIMEN
- --------------------------------------------------------------------------------
 Contract No.
   SPECIMEN
- --------------------------------------------------------------------------------
 Effective Date
   SPECIMEN
- --------------------------------------------------------------------------------
 This Contract is delivered in YOUR STATE
                              and is subject to the laws of that jurisdiction

The variable features of the Contract are described in parts III and IV.

Right to Cancel
- --------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 10 days by returning it to
the agent from whom it was purchased, or to Aetna at the address shown above.
Within seven days of receiving the Contract at its home office, Aetna will
return the amount of Purchase Payment(s) received, plus any increase, or minus
any decrease, on the amount, if any, allocated to the Separate Account fund(s).

This page and the pages that follow constitute the entire Contract.

Signed at the home office on the Effective Date.

         /s/ Dan Kearney                     /s/ K. Wickman
             President                           Secretary


           Individual Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating

ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
<PAGE>

FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.





                                       2
<PAGE>




Specifications

<TABLE>
- --------------------------- --------------------------------------------------------------------------------------------------------
<S>                         <C>
Guaranteed                  There is a guaranteed interest rate for Purchase Payment(s) held in the AG Account. (See Contract
Interest Rate               Schedule I).

- --------------------------- --------------------------------------------------------------------------------------------------------
Deductions from the         There will be deductions for mortality and expense risks and administrative fees.
Separate Account            (See Contract Schedule I and II).

- --------------------------- --------------------------------------------------------------------------------------------------------
Deduction from Purchase     Purchase Payment(s) are subject to a deduction for premium taxes, if any.  (See 3.01.)
Payment(s)

- --------------------------- --------------------------------------------------------------------------------------------------------
Surrender Fee               There will be a charge deducted upon surrender. (See Contract Schedule I).
</TABLE>


This Contract is a legal contract and constitutes the entire legal relationship
between Aetna and the Contract Holder.

READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail, all of the
rights and obligations of both you and Aetna. THEREFORE, IT IS IMPORTANT THAT
YOU READ THIS CONTRACT CAREFULLY.


                                       3
<PAGE>



                               Contract Schedule I
                               Accumulation Period

<TABLE>
<CAPTION>
Separate Account
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
Separate Account:                           Variable Annuity Account B

Charges to Separate Account:                A daily charge is deducted from any portion of the Current Value allocated to the
                                            Separate Account. The deduction is the daily equivalent of the annual effective
                                            percentage shown in the following chart:

                                            Administrative Charge                    0.15%
                                            Mortality Risk Charge                    0.35%
                                            Expense Risk Charge                      0.90%
                                            Total Separate Account                   -----
                                            Charges                                  1.40%

ALIAC Guaranteed Account (AG Account)
- ------------------------------------------------------------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate:           3.0% (effective annual rate of return)

Separate Account and AG Account
- ------------------------------------------------------------------------------------------------------------------------------------

Transfers:                                  An unlimited number of Transfers are allowed during the Accumulation Period.  Aetna
                                            allows 12 free Transfers in any calendar year.  Thereafter, Aetna reserves the right to
                                            charge $10 for each subsequent Transfer.

Maintenance Fee:                            The annual Maintenance Fee is $30.  If the Account's Current Value is $50,000 or more
                                            on the date the Maintenance Fee is to be deducted, the Maintenance Fee is $0.

Annual Waiver of Surrender Fee:             As provided in 3.13 (d), the amount that may be withdrawn without a surrender fee cannot
                                            exceed 10% of the Current Value calculated on the date Aetna receives a surrender
                                            request in good order at its Home Office.

Surrender Fee:                              For each surrender, the Surrender Fee will be determined as follows:

                                                                                              Surrender Fee
                                            Length of Time from Deposit of                  (as percentage of
                                            Net Purchase Payment (Years)                  Net Purchase Payment)

                                            Less than 2 years                                      7%
                                            2 or more but less than 4 years                        6%
                                            4 or more but less than 5 years                        5%
                                            5 or more but less than 6 years                        4%
                                            6 or more but less than 7 years                        3%
                                            7 years or more                                        0%

                                        4
<PAGE>


               Contract Schedule I (Continued)
                    Accumulation Period

Separate Account and AG Account (Cont'd)
- ------------------------------------------------------------------------------------------------------------------------------------

Systematic Withdrawal Option (SWO):         The specified payment or specified percentage may not be greater than 10% of the
                                            Account's Current Value at time of election.
</TABLE>



See 1. GENERAL DEFINITIONS for explanations.


                                        5
<PAGE>



                              Contract Schedule II
                                 Annuity Period

<TABLE>
<CAPTION>
Separate Account
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>
Charges to Separate Account:                A daily charge at an annual effective rate of l.25% for Annuity mortality and expense
                                            risks.  The administrative charge is established upon election of an Annuity option.
                                            This charge will not exceed 0.25%.

Variable Annuity Assumed Annual Net         If a Variable Annuity is chosen, an assumed annual net return rate of 5.0% may be
Return Rate:                                elected.  If 5.0% is not elected, Aetna will use an assumed annual net return rate of
                                            3.5%.

                                            The assumed annual net return rate factor for 3.5% per year is 0.9999058.

                                            The assumed annual net return rate factor for 5.0% per year is 0.9998663.

                                            If the portion of a Variable Annuity payment for any Fund is not to decrease, the
                                            Annuity return factor under the Separate Account for that Fund must be:

                                            (a)   4.75% on an annual basis plus an annual return of up to 0.25% to offset the
                                                  administrative charge set at the time Annuity payments commence if an assumed
                                                  annual net return rate of 3.5% is chosen; or

                                            (b)   6.25% on an annual basis plus an annual return of up to 0.25% to offset the
                                                  administrative charge set at the time Annuity payments commence, if an assumed
                                                  annual net return rate of 5% is chosen.


Fixed Annuity
- ------------------------------------------------------------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate:           3.0% (effective annual rate of return)
</TABLE>



See 1. GENERAL DEFINITIONS for explanations.


                                        6
<PAGE>



                                TABLE OF CONTENTS
                                                                            Page

I. GENERAL DEFINITIONS
- -------------------------------------------------------------------------------

   1.01 Accumulation Period...................................................9
   1.02 Adjusted Current Value................................................9
   1.03 ALIAC Guaranteed Account (AG Account).................................9
   1.04 Annuitant.............................................................9
   1.05 Annuity...............................................................9
   1.06 Beneficiary...........................................................9
   1.07 Code..................................................................9
   1.08 Contract..............................................................9
   1.09 Contract Holder.......................................................9
   1.10 Current Value........................................................10
   1.11 Deposit Period.......................................................10
   1.12 Dollar Cost Averaging................................................10
   1.13 Fixed Annuity........................................................10
   1.14 Fund(s)..............................................................10
   1.15 General Account......................................................10
   1.16 Guaranteed Rates -- AG Account.......................................10
   1.17 Guaranteed Term......................................................11
   1.18 Guaranteed Term(s) Groups............................................11
   1.19 Maintenance Fee......................................................11
   1.20 Market Value Adjustment (MVA)........................................11
   1.21 Matured Term Value...................................................11
   1.22 Matured Term Value Transfer..........................................11
   1.23 Maturity Date........................................................11
   1.24 Net Purchase Payment(s)..............................................11
   1.25 Nonunitized Separate Account.........................................11
   1.26 Purchase Payment(s)..................................................12
   1.27 Reinvestment.........................................................12
   1.28 Separate Account.....................................................12
   1.29 Surrender Value......................................................12
   1.30 Transfers............................................................12
   1.31 Valuation Period (Period)............................................12
   1.32 Variable Annuity.....................................................12

II. GENERAL PROVISIONS
- -------------------------------------------------------------------------------

   2.01 Change of Contract...................................................13
   2.02 Change of Fund(s)....................................................14
   2.03 Nonparticipating Contract............................................14
   2.04 Payments and Elections...............................................14
   2.05 State Laws...........................................................14
   2.06 Control of Contract..................................................14
   2.07 Designation of Beneficiary...........................................15
   2.08 Misstatements and Adjustments........................................15
   2.09 Incontestability.....................................................15
   2.10 Grace Period.........................................................15

                                       7
<PAGE>

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- -------------------------------------------------------------------------------

   3.01 Net Purchase Payment.................................................15
   3.02 Fund(s) Record Units -- Separate Account.............................16
   3.03 Net Return Factor(s) -- Separate Account.............................16
   3.04 Fund Record Unit Value -- Separate Account...........................16
   3.05 Market Value Adjustment..............................................16
   3.06 Transfer of Current Value from the Funds or AG Account
          During the Accumulation Period.....................................18
   3.07 Notice to the Contract Holder........................................19
   3.08 Loans................................................................19
   3.09 Systematic Distribution Options (SDOs)...............................19
   3.10 Death Benefit Amount.................................................20
   3.11 Death Benefit Options available to Beneficiary.......................21
   3.12 Liquidation of Surrender Value.......................................23
   3.13 Surrender Fee........................................................23
   3.14 Payment of Surrender Value...........................................24
   3.15 Payment of Adjusted Current Value....................................24

IV. ANNUITY PROVISIONS
- -------------------------------------------------------------------------------

   4.01 Choices..............................................................24
   4.02 Terms of Annuity Options.............................................25
   4.03 Death of Annuitant/Beneficiary.......................................26
   4.04 Fund(s) Annuity Units -- Separate Account............................27
   4.05 Fund(s) Annuity Unit Value -- Separate Account.......................28
   4.06 Annuity Net Return Factor(s) -- Separate Account.....................28
   4.07 Annuity Options......................................................29


                                       8
<PAGE>



<TABLE>
<CAPTION>
I.     GENERAL DEFINITIONS
- ------------------------------------------------------------------------------------------------------------------------------------

<S>      <C>                                   <C>
1.01     Accumulation Period:                  The period during which the Net Purchase Payment(s) are applied to a Contract to
                                               provide future Annuity payment(s).

1.02     Adjusted Current Value:               The Current Value of a Contract plus or minus any aggregate AG Account MVA, if
                                               applicable.  (See 1.20)

1.03     ALIAC Guaranteed Account (AG          An accumulation option where Aetna guarantees stipulated rate(s) of interest for
         Account):                             specified periods of time.  All assets of Aetna, including amounts in the
                                               Nonunitized Separate Account, are available to meet the guarantees under the AG
                                               Account.

1.04     Annuitant:                            The person whose life is measured for purposes of the Guaranteed Death Benefit and
                                               the duration of Annuity payments under this Contract.

1.05     Annuity:                              Payment of an income:

                                               (a) For the life of one or two persons;
                                               (b) For a stated period; or
                                               (c) For some combination of (a) and (b).

1.06     Beneficiary:                          The individual or estate entitled to receive any death benefit under the Contract. If
                                               the Contract is held by joint Contract Holders, the survivor will be deemed the
                                               designated Beneficiary and any other Beneficiary on record will be treated as the
                                               contingent Beneficiary.

1.07     Code:                                 The Internal Revenue Code of 1986, as it may be amended from time to time.

1.08     Contract:                             This agreement between Aetna and the Contract Holder.

1.09     Contract Holder:                      A person who purchases this Contract.  Aetna reserves the right to limit ownership
                                               to natural persons.  The Contract Holder has all right, title and interest under the
                                               Contract.  If more than one Contract Holder owns the Contract, each Contract Holder
                                               will be a joint Contract Holder.  Any joint Contract Holder must be the spouse of
                                               the other joint Contract Holder.  Joint Contract Holders have joint ownership rights
                                               and both must authorize exercising any ownership rights unless Aetna allows
                                               otherwise.

                                                                 9
<PAGE>

1.10     Current Value:                        As of the most recent Valuation Period, the Net Purchase Payment and any additional
                                               amount deposited pursuant to 3.10 plus any interest added to the portion allocated
                                               to the AG Account; and plus or minus the investment experience of the portion
                                               allocated to the Funds since deposit; less all Maintenance Fees deducted, any
                                               amounts surrendered and any amounts applied to an Annuity.

1.11     Deposit Period:                       A day, a calendar week, a calendar month, a calendar quarter, or any other period of
                                               time specified by Aetna during which Net Purchase Payment(s), Transfers and/or
                                               Reinvestments may be allocated to one or more AG Account Guaranteed Terms. Aetna
                                               reserves the right to shorten or to extend the Deposit Period.

                                               During a Deposit Period, Aetna may offer any number of Guaranteed Terms and more than
                                               one Guaranteed Term of the same duration may be offered.

1.12     Dollar Cost Averaging:                A program that permits the Contract Holder to systematically transfer amounts from
                                               any of the Funds or an available AG Account Guaranteed Term to any of the Funds.
                                               Aetna reserves the right to establish terms and conditions governing Dollar Cost
                                               Averaging. Dollar Cost Averaging is not available when an SDO is in effect.

1.13     Fixed Annuity:                        An Annuity with payments that do not vary in amount.

1.14     Fund(s):                              The open-end management investment companies (mutual funds) in which the Separate
                                               Account invests.

1.15     General Account:                      The Account holding the assets of Aetna, other than those assets held in Aetna's
                                               separate accounts.

1.16     Guaranteed Rates -- AG Account:       Aetna will declare the interest rate(s) applicable to a specific Guaranteed Term at
                                               the start of the Deposit Period for that Guaranteed Term.  The rate(s) are
                                               guaranteed by Aetna for the period beginning with the first day of the Deposit
                                               Period and ending on the Maturity Date.  Guaranteed Rates are credited beginning
                                               with the date of allocation.  The Guaranteed Rates are annual effective yields.
                                               That is, interest is credited daily at a rate that will produce the Guaranteed Rate
                                               over the period of a year.  No Guaranteed Rate will ever be less than the Minimum
                                               Guaranteed Rate shown on Contract Schedule I.

                                               For Guaranteed Terms of one year or less, one Guaranteed Rate is credited for the
                                               full Guaranteed Term. For longer Guaranteed Terms, an initial Guaranteed Rate is
                                               credited from the date of deposit to the end of a specified period within the
                                               Guaranteed Term. There may be different Guaranteed Rate(s) declared for subsequent
                                               specified time intervals throughout the Guaranteed Term.

                                                                 10
<PAGE>

1.17     Guaranteed Term:                      The period of time specified by Aetna for which a specific Guaranteed Rate(s) is
                                               offered on amounts invested during a specific Deposit Period.  Guaranteed Terms are
                                               made available subject to Aetna's terms and conditions, including, but not limited
                                               to, Aetna's right to restrict allocations to new Net Purchase Payments (such as by
                                               prohibiting Transfers into a particular Guaranteed Term from any other Guaranteed
                                               Term or from any of the Funds, or by prohibiting Reinvestment of a Matured Term
                                               Value to a particular Guaranteed Term).  More than one Guaranteed Term of the same
                                               duration may be offered during a Deposit Period.

1.18     Guaranteed Term(s)                    Groups All AG Account Guaranteed Term(s) of the same duration (from the close of the
         Groups:                               Deposit Period until the designated Maturity Date).

1.19     Maintenance Fee:                      The Maintenance Fee (see Contract Schedule I) will be deducted during the
                                               Accumulation Period from the Current Value on each anniversary of the date the
                                               Contract is established and upon surrender of the entire Contract.

1.20     Market Value Adjustment (MVA):        An adjustment that may apply to an amount withdrawn or transferred from an AG Account
                                               Guaranteed Term prior to the end of that Guaranteed Term. The adjustment reflects the
                                               change in the value of the investment due to changes in interest rates since the date
                                               of deposit and is computed using the formula given in 3.05. The adjustment is
                                               expressed as a percentage of each dollar withdrawn or transferred.

1.21     Matured Term Value:                   The amount due on an AG Account Guaranteed Term's Maturity Date.

1.22     Matured Term Value Transfer:          During the calendar month following an AG Account Maturity Date, the Contract Holder
                                               may notify Aetna's home office in writing to Transfer or surrender all or part of
                                               the Matured Term Value, plus interest at the new Guaranteed Rate accrued thereon,
                                               from the AG Account without an MVA.  This provision only applies to the first such
                                               written request received from the Contract Holder during this period for any Matured
                                               Term Value.

1.23     Maturity Date:                        The last day of an AG Account Guaranteed Term.

1.24     Net Purchase Payment(s):              The Purchase Payment less premium taxes, if applicable.

1.25     Nonunitized Separate Account:         A separate account set up by Aetna under Title 38, Section 38a-433, of the
                                               Connecticut General Statutes, that holds assets for AG Account Terms.  There are no
                                               discrete units for this Account.  The Contract Holder does not participate in the
                                               investment gain or loss from the assets held in the Nonunitized Separate Account.
                                               Such gain or loss is borne entirely by Aetna.  These assets may be chargeable with
                                               liabilities arising out of any other business of Aetna.

                                                                 11
<PAGE>

1.26     Purchase Payment(s):                  Payment(s) accepted by Aetna at its home office. Aetna reserves the right to refuse
                                               to accept any Purchase Payment at any time for any reason. No advance notice will be
                                               given to the Contract Holder.

1.27     Reinvestment:                         Aetna will mail a notice to the Contract Holder at least 18 calendar days before a
                                               Guaranteed Term's Maturity Date.  This notice will contain the Terms available
                                               during current Deposit Periods with their Guaranteed Rate(s), and projected Matured
                                               Term Value.  If no specific direction is given by the Contract Holder prior to the
                                               Maturity Date, each Matured Term Value will be reinvested in the current Deposit
                                               Period for a Guaranteed Term of the same duration.  If a Guaranteed Term of the same
                                               duration is unavailable, each Matured Term Value will automatically be reinvested in
                                               the current Deposit Period for the next shortest Guaranteed Term available.  If no
                                               shorter Guaranteed Term is available, the next longer Guaranteed Term will be used.
                                               Aetna will mail a confirmation statement to the Contract Holder the next business
                                               day after the Maturity Date.  This notice will state the Guaranteed Term and
                                               Guaranteed Rate(s) which will apply to the reinvested Matured Term Value.

1.28     Separate Account:                     A separate account that buys and holds shares of the Fund(s).  Income, gains or
                                               losses, realized or unrealized, are credited or charged to the Separate Account
                                               without regard to other income, gains or losses of Aetna.  Aetna owns the assets
                                               held in the Separate Account and is not a trustee as to such amounts.  This Separate
                                               Account generally is not guaranteed and is held at market value.  The assets of the
                                               Separate Account, to the extent of reserves and other contract liabilities of the
                                               Account, shall not be charged with other Aetna liabilities.

1.29     Surrender Value:                      The amount payable by Aetna upon the surrender of any portion of the Contract.

1.30     Transfers:                            The movement of invested amounts among the available Fund(s) and/or any AG Account
                                               Guaranteed Term made available subject to terms and conditions established by Aetna
                                               during the Accumulation Period or, during the Annuity Period, among the available
                                               Funds under a Variable Annuity.

1.31     Valuation Period (Period):            The period of time for which a Fund determines its net asset value, usually from 4:15
                                               p.m. Eastern time each day the New York Stock Exchange is open until 4:15 p.m. the
                                               next such day, or such other day that one or more of the Funds determines its net
                                               asset value.

1.32     Variable Annuity:                     An Annuity with payments that vary with the net investment results of one or more
                                               Funds held under the Separate Account.


                                                                 12
<PAGE>



II.    GENERAL PROVISIONS
- ------------------------------------------------------------------------------------------------------------------------------------

2.01     Change of Contract:                   Only an authorized officer of Aetna may change the terms of this Contract. Aetna will
                                               notify the Contract Holder in writing at least 30 days before the effective date of
                                               any change. Any change will not affect the amount or terms of any Annuity which
                                               begins before the change.

                                               Aetna reserves the right to refuse to accept any Purchase Payment at any time for any
                                               reason. This applies to subsequent Purchase Payments under the Contract. No advance
                                               notice will be given to the Contract Holder.

                                               Aetna may make any change that affects the AG Account Market Value Adjustment (3.05)
                                               with at least 30 days' advance written notice to the Contract Holder. Any such change
                                               shall become effective for any new Term.

                                               The following will not be changed:

                                               (a)   Net Purchase Payment (1.24)
                                               (b)   AG Account Guaranteed Rate (1.16)
                                               (c)   Net Return Factor(s) -- Separate Account (3.03)
                                               (d)   Current Value (1.10)
                                               (e)   Surrender Value (1.29)
                                               (f)   Fund(s) Annuity Unit Value -- Separate Account (4.05)
                                               (g)   Annuity options (4.07)
                                               (h)   Fixed Annuity Interest Rates (4.01)
                                               (i)   Transfers (1.30).

                                               Any change that affects the Annuity Options and the tables for the Options may be
                                               made:

                                               (a)   No earlier than 12 months after the effective date of this Contract; and
                                               (b)   No earlier than 12 months after the effective date of any prior change.

                                               This Contract may be changed as deemed necessary by Aetna to comply with federal or
                                               state law.

                                                                 13
<PAGE>

2.02     Change of Fund(s):                    The assets of the Separate Account are segregated by Fund.  If the shares of any
                                               Fund are no longer available for investment by the Separate Account or if in our
                                               judgment, further investment in such shares should become inappropriate in view of
                                               the purpose of the Contract, Aetna may cease to make such Fund shares available for
                                               investment under the Contract prospectively, or Aetna may substitute shares of
                                               another Fund for shares already acquired.  Aetna may also, from time to time, add
                                               additional Funds.  Any elimination, substitution or addition of Funds will be done
                                               in accordance with applicable state and federal securities laws.  Aetna reserves the
                                               right to substitute shares of another Fund for shares already acquired without a
                                               proxy vote.

2.03     Nonparticipating Contract:            The Contract Holder or Beneficiaries will not have a right to share in the earnings
                                               of Aetna.

2.04     Payments and Elections:               While the Contract Holder is living, Aetna will pay the Contract Holder any Annuity
                                               payments as and when due.  After the Contract Holder's death, or at the death of the
                                               first Contract Holder if the Contract is owned jointly, any Annuity payments
                                               required to be made will be paid in accordance with 4.03. Aetna will determine other
                                               payments and/or elections as of the end of the Valuation Period in which the request
                                               is received at its home office.  Such payments will be made within 7 calendar days
                                               of receipt at its home office of a written claim for payment which is in good order,
                                               except as provided in 3.14.

2.05     State Laws:                           The Contract complies with the laws of the state in which it is delivered.  Any
                                               surrender, death, or Annuity payments are equal to or greater than the minimum
                                               required by such laws.  Annuity tables for legal reserve valuation shall be as
                                               required by state law.  Such tables may be different from Annuity tables used to
                                               determine Annuity payments.

2.06     Control of Contract:                  This is a Contract between the Contract Holder and Aetna.  The Contract Holder has
                                               all rights, title and interest for amounts held in the Contract.  Choices made under
                                               this Contract must be in writing.  If the Contract is owned jointly, both joint
                                               Contract Holders must authorize any Contract Holder change in writing.  Until
                                               receipt of such choices at Aetna's home office, Aetna may rely on any previous
                                               choices made.

                                               The Contract is not subject to the claims of any creditors of the Contract Holder,
                                               except to the extent permitted by law. The Contract Holder may assign or transfer his
                                               or her rights under the Contract. Aetna reserves the right not to accept assignment
                                               or transfer to a nonnatural person. Any assignment or transfer made under the
                                               Contract must be submitted to Aetna's home office in writing and will not be
                                               effective until accepted by Aetna.

                                                                 14
<PAGE>

2.07     Designation of Beneficiary:           Each Contract Holder shall name his or her Beneficiary.  If the Contract is owned
                                               jointly, both Contract Holders must agree in writing to the Beneficiary designated.
                                               The Beneficiary may be changed at any time.  Changes to a Beneficiary must be
                                               submitted to Aetna's home office in writing and will not be effective until accepted
                                               by Aetna.  If the Contract is owned jointly, at the death of one Certificate Holder,
                                               the survivor will be deemed the Beneficiary; any other Beneficiary on record will be
                                               deemed a contingent Beneficiary.

2.08     Misstatements and Adjustments:        If Aetna finds the age of any Annuitant to be misstated, the correct facts will be
                                               used to adjust payments.

2.09     Incontestability:                     Aetna cannot cancel this Contract because of any error of fact on the application.

2.10     Grace Period:                         This Contract will remain in effect even if Purchase Payments are not continued
                                               except as provided in the Payment of Adjusted Current Value provision (see 3.16).


III.   PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- ------------------------------------------------------------------------------------------------------------------------------------

3.01     Net Purchase Payment:                 This amount is the actual Purchase Payment less any premium tax. Aetna reserves the
                                               right to pay premium taxes when due and deduct the amount from the current value when
                                               we pay the tax or at a later date.

                                               Each Net Purchase Payment will be allocated, as directed by the Contract Holder
                                               among:

                                               (a)   AG Account Guaranteed Terms made available subject to terms and conditions
                                                     established by Aetna; and
                                               (b)   The Fund(s) in which the Separate Account invests.

                                               For each Net Purchase Payment, the Contract Holder shall tell Aetna the percentage to
                                               allocate to any available AG Account Guaranteed Terms and/or each Fund. Unless
                                               different allocation instructions are not received for any subsequent Net Purchase
                                               Payment, the allocation will be the same as for the Initial Purchase Payment. If the
                                               same Guaranteed Term is no longer available, the Net Purchase Payment will be
                                               allocated to the next shortest Guaranteed Term available in the current Deposit
                                               Period. If no shorter Guaranteed Term is available, the next longer Guaranteed Term
                                               will be used.

                                               Aetna will declare from time to time the acceptability and the minimum amount for
                                               additional Purchase Payments.

                                                                 15
<PAGE>

3.02     Fund(s) Record Units --               The portion of the Net Purchase Payment(s) applied to each Fund under the Separate
         Separate Account:                     Account will determine the number of Fund record units for that Fund.  This number
                                               is equal to the portion of the Net Purchase Payment(s) applied to each Fund divided
                                               by the Fund record unit value (see 3.04) for the Valuation Period in which the
                                               Purchase Payment is received in good order at Aetna's home office.

3.03     Net Return Factor(s) --               The net return factor(s) are used to compute all Separate Account record units for
         Separate Account:                     any Fund.

                                               The net return factor for each Fund is equal to 1.0000000 plus the net return rate.

                                               The net return rate is equal to:

                                               (a)   The value of the shares of the Fund held by the Separate Account at the end of
                                                     the Valuation Period; minus
                                               (b)   The value of the shares of the Fund held by the Separate Account at the start
                                                     of the Valuation Period; plus or minus
                                               (c)   Taxes (or reserves for taxes) on the Separate Account (if any); divided by
                                               (d)   The total value of the Fund record units and Fund Annuity units of the Separate
                                                     Account at the start of the Valuation Period; minus
                                               (e)   A daily Separate Account charge at an annual rate as shown on Contract Schedule
                                                     I for mortality and expense risks, which may include profit; and a daily
                                                     administrative charge.

                                               A net return rate may be more or less than 0%. The value of a share of the Fund is
                                               equal to the net assets of the Fund divided by the number of shares outstanding.

3.04     Fund Record Unit Value -              A Fund record unit value is computed by multiplying the net return factors for the
         Separate Account                      current Valuation Period by the Fund record unit value for the previous Period.  The
                                               dollar value of Fund record units, Separate Account assets, and Variable Annuity
                                               payments may go up or down due to investment gain or loss.

3.05     Market Value Adjustment               An MVA will apply to any withdrawal from the AG Account before the end of a
                                               Guaranteed Term when the withdrawal is due to:

                                               (a)   A Transfer; except for Transfers under the Dollar Cost Averaging program or, as
                                                     specified in 1.22 Matured Term Value Transfer;

                                                                 16
<PAGE>

3.05     Market Value Adjustment               (b)   A full or partial surrender (including a free withdrawal under 3.13), except
         (Cont'd):                                   for a payment made (1) under an SDO (see 3.09), or (2) under a qualified
                                                     Contract, when the amount withdrawn is equal to the required minimum
                                                     distribution for the Account calculated using a method permitted under the Code
                                                     and agreed to by Aetna; or
                                               (c)   An election of an Annuity option (see 4.07).

                                               Full and partial surrenders and Transfers made within six months after the date of
                                               the Annuitant's death will be the greater of:

                                               (a)   The aggregate MVA amount which is the sum of all market value adjusted amounts
                                                     calculated due to a withdrawal of amounts.  This total may be greater or less
                                                     than the Current Value of those amounts; or

                                               (b)   The applicable portion of the Current Value in the AG Account.

                                               After the six-month period, the surrender or Transfer will be the aggregate MVA
                                               amount, which may be greater or less than the Current Value of those amounts.

                                               The greater of the aggregate MVA amount or the applicable portion of the Current
                                               Value applies to amounts withdrawn from the AG Account on account of an election of
                                               Annuity options 2 or 3 (see 4.07).

                                               Market value adjusted amounts will be equal to the amount withdrawn multiplied by the
                                               following ratio:
                                                              x
                                                             ---
                                                             365
                                                      (1 + i)
                                                      ------------------
                                                              x
                                                             ---
                                                             365
                                                      (1 + j)

                                               Where:

                                                      i    is the Deposit Period Yield
                                                      j    is the Current Yield
                                                      x    is the number of days remaining, (computed from Wednesday of the
                                                           week of withdrawal) in the Guaranteed Term.

                                               The Deposit Period Yield will be determined as follows:

                                                                 17
<PAGE>

3.05     Market Value Adjustment               (a)   At the close of the last business day of each week of the Deposit Period, a
         (Cont'd):                                   yield will be computed as the average of the yields on that day of U.S.
                                                     Treasury Notes which mature in the last three months of the Guaranteed Term.

                                               (b)   The Deposit Period Yield is the average of those yields for the Deposit Period.
                                                     If withdrawal is made before the close of the Deposit Period, it is the average
                                                     of those yields on each week preceding withdrawal.

                                               The Current Yield is the average of the yields on the last business day of the week
                                               preceding withdrawal on the same U.S. Treasury Notes included in the Deposit Period
                                               Yield.

                                               In the event that no U.S. Treasury Notes which mature in the last three months of the
                                               Guaranteed Term exist, Aetna reserves the right to use the U.S. Treasury Notes that
                                               mature in the following quarter.

3.06     Transfer of Current Value from        Before an Annuity option is elected, all or any portion of the Adjusted Current Value
         the Funds or AG Account During        of the Contract Holder's Account may be transferred from any Fund or Guaranteed Term
         the Accumulation Period               of the AG Account:

                                               (a)   To any other Fund; or
                                               (b)   To any Guaranteed Term of the AG Account made available subject to terms and
                                                     conditions specified by Aetna in the current Deposit Period.

                                               Transfer requests can be submitted as a percentage or as a dollar amount. Aetna may
                                               establish a minimum transfer amount. Within a Guaranteed Term Group, the amount to be
                                               surrendered or transferred will be withdrawn first from the oldest Deposit Period,
                                               then from the next oldest, and so on until the amount requested is satisfied.

                                               The Contract Holder may make an unlimited number of Transfers during the Accumulation
                                               Period. The number of free Transfers allowed by Aetna is shown on Contract Schedule
                                               I. Additional Transfers may be subject to a Transfer fee as shown on Contract
                                               Schedule I.

                                               Amounts transferred from AG Account Guaranteed Term under the Dollar Cost Averaging
                                               program, or amounts transferred as a Matured Term Value on or within one calendar
                                               month after a Term's Maturity Date do not count against the annual Transfer limit.

                                                                 18
<PAGE>

3.06     Transfer of Current Value from        Amounts allocated to AG Account Guaranteed Terms may not be transferred to the Funds
         the Funds or AG Account During        or to another Guaranteed Term during a Deposit Period or for 90 days after the close
         the Accumulation Period (Cont'd):     of a Deposit Period except for (1) Matured Term Value(s) during the calendar month
                                               following the Term's Maturity Date; (2) amounts used as a premium for an Annuity
                                               option; (3) amounts transferred under the Dollar Cost Averaging Program; and (4)
                                               amounts distributed under the Systematic Withdrawal Option.

3.07     Notice to the Contract Holder:        The Contract Holder will receive quarterly statements from Aetna of:

                                               (a)   The value of any amounts hold in:
                                                     (1)   The AG Account; and
                                                     (2)   The Fund(s) under the Separate Account.
                                               (b)   The number of any Fund(s) record units; and
                                               (c)   The Fund(s) record unit value.

                                               Such number or values will be as of a specific date no more than 60 days before the
                                               date of the notice.

3.08     Loans:                                Loans are not available under this Contract.

3.09     Systematic Distribution Options       Aetna may, from time to time, make one or more systematic distribution options
         (SDOs):                               (SDOs) available during the Accumulation Period.  When an SDO is elected, Aetna will
                                               make automatic payments from the Certificate Holder's Account. No Surrender Fee or
                                               MVA will apply to the automatic payments made under an SDO.

                                               Any SDO will be subject to the following criteria:

                                               (a)   Any SDO will be available to similarly situated contracts uniformly, and on
                                                     the basis of objective criteria consistently applied;

                                               (b)   The availability of any SDO may be limited by terms and conditions applicable
                                                     to the election of such SDO; and

                                               (c)   Aetna may discontinue the availability of an SDO at any time. Except to the
                                                     extent required to comply with applicable law, discontinuance of an SDO will
                                                     apply only to future elections and will not affect SDOs in effect at the time
                                                     an option is discontinued.

                                                                 19
<PAGE>

3.10     Death Benefit Amount:                 If the Contract Holder or Annuitant dies before Annuity payments start, the
                                               Beneficiary is entitled to a death benefit under the Contract.  If the Contract is
                                               owned jointly, the death benefit is paid at the death of the first joint Contract
                                               Holder to die.  The claim date is the date when proof of death and the Beneficiary's
                                               claim are received in good order at Aetna's home office.  The amount of the death
                                               benefit is determined as follows:

                                               (a)   Death of Annuitant: The guaranteed death benefit is the greatest of:

                                                     (1)   The sum of all Net Purchase Payment(s) made to the Contract (as of the
                                                           date of death) minus the sum of all amounts surrendered, applied to an
                                                           Annuity, or deducted from the Contract;

                                                     (2)   The highest step-up value, as of the date of death, prior to the
                                                           Annuitant's 75th birthday. A step-up value is determined on each
                                                           anniversary of the Effective Date. Each step-up value is calculated as
                                                           the Contract's Current Value on the Effective Date anniversary, increased
                                                           by the amount of any Purchase Payment(s) made, and decreased by the sum
                                                           of all amounts surrendered, deducted, and/or applied to an Annuity option
                                                           since the Effective Date anniversary.

                                                     (3)   The Contract's Current Value as of the date of death.

                                               The excess, if any, of the guaranteed death benefit value over the Contract's Current
                                               Value is determined as of the date of death. Any excess amount will be deposited to
                                               the Contract and allocated to Aetna Variable Encore Fund as of the claim date. The
                                               Current Value on the claim date plus any excess amount deposited becomes the
                                               Contract's Current Value.

                                               (b)   Death of the Contract Holder if the Contract Holder is not the Annuitant: The
                                                     death benefit amount is the Adjusted Current Value on the claim date. A
                                                     Surrender Fee may apply to any full or partial surrender (see 3.13 and Contract
                                                     Schedule I).

                                               (c)   At the death of a spousal Beneficiary who continued the Contract in his or her
                                                     own name, the death benefit amount is equal to the Adjusted Current Value less
                                                     any applicable Surrender Fee (see 3.13 and Contract Schedule I) on the amount
                                                     of any Purchase Payment(s) made since the death of the Annuitant.

                                                                 20
<PAGE>

3.10     Death Benefit Amount (Cont'd):        (d)   Death of the spousal beneficiary of a Contract Holder who was not the
                                                     Annuitant and who continued the Contract: The death benefit amount equals the
                                                     Adjusted Current Value on the claim date.  A Surrender Fee may apply to any
                                                     full or partial surrender (see 3.14 and Contract Schedule I).

3.11     Death Benefit Options available       Prior to any election, or until amounts must be otherwise distributed under this
         to Beneficiary:                       section, the Current Value will be retained in the Contract.  The Beneficiary has
                                               the right to allocate or reallocate any amount to any of the available investment
                                               options (subject to an MVA, if applicable). The following options are available to
                                               the Beneficiary:

                                               (a)   When the Contract Holder is the Annuitant: If the Annuitant dies, (or when the
                                                     Contract Holder is a nonnatural person):

                                                     (1)   If the Beneficiary is the surviving spouse, the spousal Beneficiary will
                                                           be the successor Contract Holder and may exercise all Contract Holder
                                                           rights under the Contract and continue in the Accumulation Period, or may
                                                           elect (i) or (ii) below. Under the Code, distributions from the Contract
                                                           are not required until the spousal Beneficiary's death. The spousal
                                                           Beneficiary may elect to:

                                                           (i)   Apply some or all of the Adjusted Current Value to an Annuity
                                                                 option (see 4.07); or

                                                           (ii)  Receive, at any time, a lump sum payment equal to the Adjusted
                                                                 Current Value.

                                                     (2)   If the Beneficiary is other than the surviving spouse, then options (i)
                                                           or (ii) above apply. Any portion of the death benefit not applied to an
                                                           Annuity option within one year of the Contract Holder's death, must be
                                                           distributed within five years of the date of death.

                                                     (3)   If no Beneficiary exists, a lump sum payment equal to the Adjusted
                                                           Current Value must be made to the Contract Holder's estate within five
                                                           years of the date of death. If the Contract Holder is a nonnatural
                                                           person, the death benefit is paid in one lump sum to the Contract Holder.

                                                     (4)   If the Beneficiary is an entity, a lump sum payment equal to the Adjusted
                                                           Current Value must be made within five years of the date of death.

                                               (b)   When the Contract Holder is not the Annuitant when the Contract Holder dies:

                                                                 21
<PAGE>

3.11     Death Benefit Options available             (1)   If the Beneficiary is the Contract Holder's surviving spouse, the
         to Beneficiary (Cont'd):                          spousal Beneficiary will be the successor Contract Holder and may
                                                           exercise all Contract Holder rights under the Contract and continue in
                                                           the Accumulation Period, or may elect (i) or (ii) below. Under the Code,
                                                           distributions from the Contract are not required until the spousal
                                                           Beneficiary's death. The spousal Beneficiary may elect to:

                                                           (i)   Apply some or all of the Adjusted Current Value to an Annuity
                                                                 option (see 4.07); or

                                                           (ii)  Receive, at any time, a lump sum payment equal to the Surrender
                                                                 Value.

                                                     (2)   If the Beneficiary is other than the Contract Holder's surviving spouse,
                                                           then options (i) or (ii) under (1) above apply. Any portion of the death
                                                           benefit not applied to an Annuity option within one year of the Contract
                                                           Holder's death will be subject to a Surrender Fee, if applicable, and
                                                           must be distributed within five years of the date of death.

                                                     (3)   If no Beneficiary exists, a lump sum payment equal to the Surrender Value
                                                           must be made to the Contract Holder's estate within five years of the
                                                           date of death.

                                                     (4)   If the Beneficiary is an entity, a lump sum payment equal to the
                                                           Surrender Value must be made within five years of the date of death.

                                               (c)   When the Contract Holder is a natural person and not the Annuitant, when the
                                                     Annuitant dies, the Beneficiary (or the Contract Holder if no Beneficiary
                                                     exists) may elect to:

                                                     (i)   Apply all or some of the Adjusted Current Value to an Annuity option
                                                           within 60 days of the date of death; or

                                                     (ii)  Receive a lump sum payment equal to the Adjusted Current Value.

                                                                 22
<PAGE>

3.12     Liquidation of Surrender Value:       All or any portion of the Current Value may be surrendered at any time.  Surrender
                                               requests can be submitted as a percentage of the Current Value or as a specific
                                               dollar amount.  Net Purchase Payment amounts are withdrawn first, and then the
                                               excess value, if any.  For any partial surrender, amounts are withdrawn on a pro
                                               rata basis from the Fund(s) and/or the Guaranteed Term(s) Groups of the AG Account
                                               in which the Current Value is invested.  Within a Guaranteed Term Group, the amount
                                               to be surrendered or transferred will be withdrawn first from the oldest Deposit
                                               Period, then from the next oldest, and so on until the amount requested is satisfied.

                                               After deduction of the Maintenance Fee, if applicable, the surrendered amount shall
                                               be reduced by a Surrender Fee, if applicable. An MVA may apply to amounts surrendered
                                               from the AG Account.

3.13     Surrender Fee:                        The Surrender Fee only applies to the Net Purchase Payment(s) portion surrendered
                                               and varies according to the elapsed time since deposit (see Contract Schedule I).
                                               Net Purchase Payment amounts are withdrawn in the same order they were applied.

                                               No Surrender Fee is deducted from any portion of the Net Purchase Payment which is
                                               paid:

                                               (a)   To a Beneficiary due to the Annuitant's death before Annuity payments start, up
                                                     to a maximum of the aggregate Net Purchase Payment(s) minus the total of all
                                                     partial surrenders, amounts applied to an Annuity and deductions made prior to
                                                     the Annuitant's date of death;

                                               (b)   As a premium for an Annuity option (see 4.07);

                                               (c)   As a distribution under an SDO (see 3.09);

                                               (d)   At least 12 months after the date of the first Purchase Payment to the
                                                     Contract, in an amount not to exceed the amount shown on Contract Schedule I
                                                     under Annual Waiver of Surrender Fee. This waiver of the Surrender Fee applies
                                                     to the first full or partial surrender in the calendar year. This waiver is not
                                                     available if a systematic distribution option has been in effect at any time
                                                     during the calendar year;

                                               (e)   For a full surrender where the Contract's Current Value is $2,500 or less and
                                                     no surrenders have been taken from the Contract within the prior 12 months;

                                                                 23
<PAGE>

3.13     Surrender Fee (Cont'd):               (f)   By Aetna under 3.15; or

                                               (g)   If the Annuitant has spent at least 45 consecutive days in a licensed nursing
                                                     care facility and each of the following conditions are met:

                                                     (1)   more than one calendar year has elapsed since the date the Contract was
                                                           issued; and
                                                     (2)   the surrender is requested within 3 years of admission to a licensed
                                                           nursing care facility.

                                                     This waiver does not apply if the Annuitant was in a nursing care facility at
                                                     the time the Contract was issued.

                                               (h)   Under a qualified Contract when the amount withdrawn is equal to the minimum
                                                     distribution required by the Code for the Contract calculated using a method
                                                     permitted under the Code and agreed to by Aetna.

3.14     Payment of Surrender Value:           Under certain emergency conditions, Aetna may defer payment:

                                               (a)   For a period of up to 6 months (unless not allowed by state law); or
                                               (b)   As provided by federal law.

3.15     Payment of Adjusted Current           Upon 90 days' written notice to the Contract Holder, Aetna will terminate any
         Value:                                Contract if the Current Value becomes less than $2,500 immediately following any
                                               partial surrender. Aetna does not intend to exercise this right in cases where the
                                               Current Value is reduced to $2,500 or less solely due to investment performance. A
                                               surrender fee will not be deducted from the Adjusted Current Value.


IV.    ANNUITY PROVISIONS
- ------------------------------------------------------------------------------------------------------------------------------------

4.01     Choices:                              The Contract Holder may tell Aetna to apply any portion of the Adjusted Current
                                               Value (minus any premium tax, if applicable,) to any Annuity under option (see
                                               4.07). The first Annuity payment may not be earlier than one calendar year after the
                                               initial Purchase Payment nor later than the later of:

                                               (a)   The first day of the month following the Annuitant's 85th birthday; or
                                               (b)   The tenth anniversary of the last Purchase Payment.  In lieu of the election
                                                     of an Annuity, the Contract Holder may tell Aetna to make a lump sum payment.

                                                                 24
<PAGE>

4.01     Choices (Cont'd):                     When an Annuity option is chosen, Aetna must also be told if payments are to be made
                                               other than monthly and whether to pay:

                                               (a)   A Fixed Annuity using the General Account;
                                               (b)   A Variable Annuity using any of the Fund(s) available under this Contract for
                                                     Annuity purposes; or
                                               (c)   A combination of (a) and (b).

                                               If a Fixed Annuity is chosen, the Annuity purchase rate for the option chosen
                                               reflects at least the Minimum Guaranteed Interest Rate (see Contract Schedule II),
                                               but may reflect a higher interest rate. If a Variable Annuity is chosen, the initial
                                               Annuity payment for the option chosen reflects the assumed annual return rate
                                               elected. (see Contract Schedule II).

                                               During the Annuity Period when a Variable Annuity has been elected, at the request of
                                               the Contract Holder, all or any portion of the amount allocated to a Fund may be
                                               transferred to any other Fund available during the Annuity Period. Four transfers,
                                               without charge, are allowed each calendar year. Aetna reserves the right to change
                                               the number of transfers allowed.

                                               Transfer requests must be expressed as a percentage of the allocation among the Funds
                                               of the amount upon which the Variable Annuity will be based. Aetna reserves the right
                                               to establish a minimum transfer amount. Transfers will be effective as of the
                                               Valuation Period in which Aetna receives a transfer request in good order at its Home
                                               Office.

4.02     Terms of Annuity Options:             (a)   When payments start, the age of the Annuitant plus the number of years for
                                                     which payments are guaranteed must not exceed 95.

                                               (b)   An Annuity option may not be elected if the first payment would be less than
                                                     $50 or if the total payments in a year would be less than $250 (less if
                                                     required by state law). Aetna reserves the right to increase the minimum first
                                                     Annuity payment amount and the minimum annual Annuity payment amount based upon
                                                     increases reflected in the Consumer Price Index-Urban, (CPI-U) since July 1,
                                                     1993.

                                               (c)   If a Fixed Annuity is chosen Aetna will use the applicable current settlement
                                                     rate if it will provide higher Fixed Annuity payments.

                                                                 25
<PAGE>

4.02     Terms of Annuity Options              (d)   For purposes of calculating the guaranteed first payment of a Variable Annuity
         (Cont'd):                                   or the payments for a Fixed Annuity, the Annuitant's and second Annuitant's
                                                     adjusted age will be used. The Annuitant's and second Annuitant's adjusted age
                                                     is his or her age as of the birthday closest to the Annuity commencement date
                                                     reduced by one year for Annuity commencement dates occurring during the period
                                                     of time from July 1, 1993 through December 31, 1999. The Annuitant's and second
                                                     Annuitant's age will be reduced by two years for Annuity commencement dates
                                                     occurring during the period of time from January 1, 2000 through December 31,
                                                     2009. The Annuitant's and second Annuitant's age will be reduced by one
                                                     additional year for Annuity commencement dates occurring in each succeeding
                                                     decade.

                                                     The Annuity purchase rates for options 2 and 3 are based on mortality from 1983
                                                     Table a.

                                               (e)   Assumed Annual Net Return Rate is the interest rate used to determine the
                                                     amount of the first Annuity payment under a Variable Annuity as shown on
                                                     Contract Schedule II. The Separate Account must earn this rate plus enough to
                                                     cover the mortality and expense risks charges (which may include profit) and
                                                     administrative charges if future Variable Annuity Payments are to remain level,
                                                     (see Annuity return factor under Variable Annuity Assumed Annual Net Return
                                                     Rate on Contract Schedule II).

                                               (f)   Once elected, Annuity payments cannot be commuted to a lump sum except for
                                                     Variable Annuity payments under option 1 (see 4.07). The life expectancy of the
                                                     Annuitant and the Annuitant and second Annuitant shall be irrevocable upon the
                                                     election of an Annuity option.

4.03     Death of Annuitant/Beneficiary:       (a)   Contract Holder is Annuitant: When the Contract Holder is the Annuitant and
                                                     the Annuitant dies under option 1 or 2, or if both the Annuitant and the
                                                     second Annuitant die under option 3(d), the present value of any remaining
                                                     guaranteed payments will be paid in one sum to the Beneficiary, or upon
                                                     election by the Beneficiary, any remaining payments will continue to the
                                                     Beneficiary.  If option 3 has been elected and the Contract Holder dies, the
                                                     remaining payments will continue to the successor payee.  If no successor
                                                     payee has been designated, the Beneficiary will be treated as the successor
                                                     payee.  If the Contract has joint Contract Holders, the surviving joint
                                                     Contract Holder will be deemed the successor payee.

                                                                 26
<PAGE>

4.03     Death of Annuitant/Beneficiary        (b)   Contract Holder is Not Annuitant: When the Contract Holder is not the
         (Cont'd):                                   Annuitant and the Contract Holder dies, the remaining payments will continue
                                                     to the successor payee. If no successor payee has been designated, the
                                                     Beneficiary will be treated as the successor payee. If the Contract has joint
                                                     Contract Holders, the surviving joint Contract Holder will be deemed the
                                                     successor payee.

                                                     If the Annuitant dies under option 1 or 2, or if both the Annuitant and the
                                                     second Annuitant die under option 3(d), the present value of any remaining
                                                     guaranteed payments will be paid in one sum to the Beneficiary, or upon the
                                                     election by the Beneficiary, any remaining payments will continue to the
                                                     Beneficiary. If option 3 has been elected, and the Annuitant dies, the
                                                     remaining payments will continue to the Contract Holder.

                                               (c)   No Beneficiary Named/Surviving: If there is no Beneficiary, the present value
                                                     of any remaining payments will be paid in one sum to the Contract Holder, or if
                                                     the Contract Holder is not living, then to the Contract Holder's estate.

                                               (d)   If the Beneficiary or the successor payee dies while receiving Annuity
                                                     payments, the present value of any remaining guaranteed payments will be paid
                                                     in one sum to the successor Beneficiary/payee, or upon election by the
                                                     successor Beneficiary/payee, any remaining payments will continue to the
                                                     successor Beneficiary/payee. If no successor Beneficiary/payee has been
                                                     designated, the present value of any remaining guaranteed payments will be paid
                                                     in one sum to the Beneficiary's/payee's estate.

                                               (e)   The present value will be determined as of the Valuation Period in which proof
                                                     of death acceptable to Aetna and a request for payment is received at Aetna's
                                                     home office. The interest rate used to determine the first payment will be used
                                                     to calculate the present value.

4.04     Fund(s) Annuity Units --              The number of each Fund's Annuity units is based on the amount of the first Variable
         Separate Account:                     Annuity payment which is equal to:

                                               (a)   The portion of the Current Value applied to pay a Variable Annuity (minus any
                                                     premium tax); divided by
                                               (b)   1,000; multiplied by
                                               (c)   The payment rate for the option chosen.

                                                                 27
<PAGE>

4.04     Fund(s) Annuity Units -               Such amount, or portion, of the variable payment will be divided by the appropriate
         Separate Account (Cont'd):            Fund Annuity unit value (see 4.05) on the tenth Valuation Period before the due date
                                               of the first payment to determine the number of each Fund Annuity units. The number
                                               of each Fund Annuity units remains fixed. Each future payment is equal to the sum of
                                               the products of each Fund Annuity unit value multiplied by the appropriate number of
                                               Units. The Fund Annuity unit value on the tenth Valuation Period prior to the due
                                               date of the payment is used.

4.05     Fund(s) Annuity Unit Value -          For any Valuation Period, a Fund Annuity unit value is equal to:
         Separate Account:
                                               (a)   The value for the previous Period; multiplied by
                                               (b)   The Annuity net return factor(s) (see 4.06 below) for the Period; multiplied by
                                               (c)   A factor to reflect the assumed annual net return rate (see Contract Schedule
                                                     II).

                                               The dollar value of a Fund Annuity unit values and Annuity payments may go up or down
                                               due to investment gain or loss.

4.06     Annuity Net Return Factor(s) --       The Annuity net return factor(s) are used to compute Annuity payments for any Fund.
         Separate Account:
                                               The Annuity net return factor for each Fund is equal to 1.0000000 plus the net return
                                               rate.

                                               The net return rate is equal to:

                                               (a)   The value of the shares of the Fund held by the Separate Account at the end of
                                                     a Valuation Period; minus
                                               (b)   The value of the shares of the Fund held by the Separate Account at the start
                                                     of the Valuation Period; plus or minus
                                               (c)   Taxes (or reserves for taxes) on the Separate Account (if any); divided by
                                               (d)   The total value of the Fund record units and Fund Annuity units of the Separate
                                                     Account at the start of the Valuation Period; minus
                                               (e)   A daily charge for Annuity mortality and expense risks, which may include
                                                     profit, and a daily administrative charge (at the annual rate as shown on
                                                     Contract Schedule II).

                                               A net return rate may be more or less than 0%.

                                               The value of a share of the Fund is equal to the net assets of the Fund divided by
                                               the number of shares outstanding.

                                               Payments shall not be changed due to changes in the mortality or expense results or
                                               administrative charges.

                                                                 28
<PAGE>

4.07     Annuity Options:                      Option 1 -- Payments for a Specified Period:  Payments are made for the number of
                                               years specified by the Contract Holder.  The number of years must be at least five
                                               and not more than 30.

                                               Option 2 -- Life income based on the life of one Annuitant: Payments are made until
                                               the death of the Annuitant. When this option is elected, the Contract Holder must
                                               also choose one of the following:

                                               (a)   payments cease at the death of the Annuitant;
                                               (b)   payments are guaranteed for a specified period from five to 30 years;
                                               (c)   cash refund: when the Annuitant dies, the Beneficiary will receive a lump sum
                                                     payment equal to the amount applied to the Annuity option (less any premium
                                                     tax, if applicable) less the total amount of Annuity payments made prior to
                                                     such death. This cash refund feature is only available if the total amount
                                                     applied to the Annuity option is allocated to a Fixed Annuity.

                                               Option 3 -- Life income based on the lives of two Annuitants: Payments are made for
                                               the lives of two Annuitants, one of whom is designated the second Annuitant, and
                                               cease only when both Annuitants have died. When this option is elected, the Contract
                                               Holder must also choose one of the following:

                                               (a)   100% of the payment to continue after the first death;
                                               (b)   66-2/3% of the payment to continue after the first death;
                                               (c)   50% of the payment to continue after the first death;
                                               (d)   100% of the payment to continue after the first death and payments are
                                                     guaranteed for a period of five to 30 years;
                                               (e)   100% of the payment to continue at the death of the designated second Annuitant
                                                     and 50% of the payment to continue at the death of the Annuitant; or
                                               (f)   100% of the payment continues after the first death with a cash refund feature.
                                                     When the Annuitant and designated second Annuitant die, the Beneficiary will
                                                     receive a lump sum payment equal to the amount applied to the Annuity option
                                                     (less any premium tax) less the total amount of Annuity payments paid prior to
                                                     such death. This cash refund feature is only available if the total amount
                                                     applied to the Annuity option is allocated to a Fixed Annuity.

                                               If a Fixed Annuity is chosen under Option 1, Option 2 (a) or (b), or Option 3 (a) or
                                               (d), the Contract Holder may elect, at the time the Annuity option is selected, an
                                               annual increase of one, two or three percent compounded annually.

                                               As allowed under applicable state law, Aetna reserves the right to offer additional
                                               Annuity options.
</TABLE>

                                       29
<PAGE>



                    OPTION 1: Payments for a Specified Period

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                            Monthly Amount for Each $1,000*
             Rates for a Fixed Annuity with a 3% Guaranteed Interest Rate
- ----------------------------------------------------------------------------------------
        Years                Payment                Years                Payment
- ---------------------- --------------------- --------------------- ---------------------
         <S>                   <C>                    <C>                  <C>
          5                    17.91                  18                   5.96
          6                    15.14                  19                   5.73
          7                    13.16                  20                   5.51
          8                    11.68                  21                   5.32
          9                    10.53                  22                   5.15
         10                     9.61                  23                   4.99
         11                     8.86                  24                   4.84
         12                     8.24                  25                   4.71
         13                     7.71                  26                   4.59
         14                     7.26                  27                   4.47
         15                     6.87                  28                   4.37
         16                     6.53                  29                   4.27
         17                     6.23                  30                   4.18
- ---------------------- --------------------- --------------------- ---------------------
</TABLE>



<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                          First Month Amount for Each $1,000*
            Rates for a Variable Annuity with a 3.5% Assumed Interest Rate
- ----------------------------------------------------------------------------------------
        Years                Payment                Years                Payment
- ---------------------- --------------------- --------------------- ---------------------
         <S>                   <C>                    <C>                  <C>
          5                    18.12                  18                   6.20
          6                    15.35                  19                   5.97
          7                    13.38                  20                   5.75
          8                    11.90                  21                   5.56
          9                    10.75                  22                   5.39
         10                     9.83                  23                   5.24
         11                     9.09                  24                   5.09
         12                     8.46                  25                   4.96
         13                     7.94                  26                   4.84
         14                     7.49                  27                   4.73
         15                     7.10                  28                   4.63
         16                     6.76                  29                   4.53
         17                     6.47                  30                   4.45
- ---------------------- --------------------- --------------------- ---------------------
</TABLE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
                          First Month Amount for Each $1,000*
             Rates for a Variable Annuity with a 5% Assumed Interest Rate
- ----------------------------------------------------------------------------------------
        Years                Payment                Years                Payment
- ---------------------- --------------------- --------------------- ---------------------
         <S>                   <C>                    <C>                  <C>
          5                    18.74                  18                   6.94
          6                    15.99                  19                   6.71
          7                    14.02                  20                   6.51
          8                    12.56                  21                   6.33
          9                    11.42                  22                   6.17
         10                    10.51                  23                   6.02
         11                     9.77                  24                   5.88
         12                     9.16                  25                   5.76
         13                     8.64                  26                   5.65
         14                     8.20                  27                   5.54
         15                     7.82                  28                   5.45
         16                     7.49                  29                   5.36
         17                     7.20                  30                   5.28
- ---------------------- --------------------- --------------------- ---------------------
</TABLE>

                  * Net of any applicable premium tax deduction

                                       30
<PAGE>



            Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                       Monthly Payment Amount for Each $1,000*
                              Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
- -----------------------------------------------------------------------------------------------------------------------
           Option 2(a):      Option 2(b):      Option 2(b):       Option 2(b):      Option 2(b):       Option 2(c):
Adjusted   payments for        payments          payments           payments          payments          Cash Refund
Age of         life           guaranteed        guaranteed         guaranteed        guaranteed
Annuitant                      5 years           10 years           15 years          20 years
         ----------------- ----------------- ------------------ ----------------- ------------------ ------------------
          Male    Female    Male    Female    Male    Female     Male    Female    Male     Female    Male     Female
- -------- ------- --------- ------- --------- ------- ---------- ------- --------- -------- --------- -------- ---------
  <S>    <C>       <C>     <C>       <C>     <C>        <C>     <C>       <C>      <C>       <C>      <C>       <C>
  50     $ 4.27    $ 3.90  $ 4.26    $ 3.90  $ 4.22     $ 3.89  $ 4.17    $ 3.86   $ 4.08    $ 3.82   $ 4.04    $ 3.78
  51       4.34      3.97    4.33      3.96    4.30       3.95    4.23      3.92     4.14      3.88     4.10      3.84
  52       4.43      4.03    4.41      4.03    4.37       4.01    4.30      3.98     4.20      3.93     4.16      3.89
  53       4.51      4.10    4.50      4.10    4.45       4.08    4.37      4.04     4.26      3.99     4.23      3.95
  54       4.60      4.18    4.59      4.17    4.54       4.15    4.45      4.11     4.32      4.04     4.29      4.01

  55       4.70      4.25    4.68      4.25    4.62       4.22    4.53      4.18     4.39      4.11     4.37      4.07
  56       4.80      4.34    4.78      4.33    4.72       4.30    4.61      4.25     4.45      4.17     4.44      4.13
  57       4.91      4.42    4.89      4.41    4.82       4.38    4.69      4.32     4.51      4.23     4.52      4.20
  58       5.03      4.52    5.00      4.51    4.92       4.47    4.78      4.40     4.58      4.30     4.61      4.28
  59       5.15      4.61    5.12      4.60    5.03       4.56    4.87      4.48     4.65      4.37     4.69      4.35

  60       5.28      4.72    5.25      4.70    5.14       4.66    4.96      4.57     4.71      4.44     4.78      4.43
  61       5.43      4.83    5.39      4.81    5.27       4.76    5.06      4.66     4.78      4.51     4.88      4.52
  62       5.58      4.95    5.53      4.93    5.39       4.87    5.16      4.75     4.84      4.58     4.98      4.60
  63       5.74      5.08    5.69      5.05    5.53       4.98    5.26      4.85     4.90      4.65     5.09      4.70
  64       5.91      5.21    5.85      5.18    5.66       5.10    5.36      4.95     4.96      4.72     5.20      4.80

  65       6.10      5.36    6.03      5.32    5.81       5.22    5.46      5.05     5.02      4.79     5.31      4.90
  66       6.30      5.51    6.21      5.47    5.96       5.36    5.56      5.16     5.08      4.86     5.44      5.01
  67       6.51      5.67    6.41      5.63    6.12       5.50    5.66      5.26     5.13      4.93     5.56      5.12
  68       6.73      5.85    6.62      5.80    6.28       5.65    5.77      5.37     5.18      5.00     5.70      5.24
  69       6.97      6.04    6.84      5.98    6.44       5.80    5.86      5.49     5.23      5.06     5.84      5.37

  70       7.23      6.25    7.07      6.18    6.61       5.97    5.96      5.60     5.27      5.12     5.98      5.51
  71       7.51      6.47    7.32      6.39    6.79       6.14    6.05      5.71     5.31      5.18     6.14      5.65
  72       7.80      6.71    7.58      6.62    6.96       6.32    6.14      5.83     5.34      5.23     6.30      5.80
  73       8.12      6.98    7.85      6.86    7.14       6.50    6.23      5.94     5.37      5.28     6.47      5.96
  74       8.46      7.26    8.14      7.12    7.32       6.69    6.31      6.04     5.40      5.32     6.65      6.13

  75       8.82      7.57    8.45      7.40    7.50       6.89    6.38      6.14     5.42      5.35     6.83      6.31
- -------- ------- --------- ------- --------- ------- ---------- ------- --------- -------- --------- -------- ---------
</TABLE>

                  * Net of any applicable premium tax deduction

                                       31
<PAGE>



            Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
                                  First Month Payment Amount for Each $1,000*
                         Rates for a Variable Annuity with 3.5% Assumed Interest Rate
- ----------------------------------------------------------------------------------------------------------------
             Option 2(a):        Option 2(b):         Option 2(b):        Option 2(b):         Option 2(b):
Adjusted  payments for life   payments guaranteed       payments       payments guaranteed  payments guaranteed
Age of                              5 years            guaranteed           15 years             20 years
Annuitant                                               10 years
          ------------------- -------------------- ------------------- -------------------- --------------------
            Male     Female     Male      Female     Male     Female     Male      Female     Male     Female
- --------- --------- --------- ---------- --------- --------- --------- ---------- --------- --------- ----------
   <S>      <C>       <C>        <C>       <C>       <C>       <C>        <C>       <C>       <C>        <C>
   50       $ 4.56    $ 4.20     $ 4.55    $ 4.19    $ 4.51    $ 4.18     $ 4.45    $ 4.15    $ 4.36     $ 4.11
   51         4.64      4.26       4.62      4.25      4.58      4.24       4.51      4.21      4.42       4.16
   52         4.72      4.32       4.70      4.32      4.66      4.30       4.58      4.26      4.48       4.21
   53         4.80      4.39       4.79      4.38      4.74      4.36       4.65      4.32      4.53       4.27
   54         4.89      4.46       4.87      4.46      4.82      4.43       4.73      4.39      4.59       4.32

   55         4.99      4.54       4.97      4.53      4.91      4.50       4.80      4.46      4.65       4.38
   56         5.09      4.62       5.07      4.61      5.00      4.58       4.88      4.53      4.72       4.44
   57         5.20      4.71       5.17      4.70      5.10      4.66       4.96      4.60      4.78       4.50
   58         5.32      4.80       5.29      4.79      5.20      4.75       5.05      4.68      4.84       4.57
   59         5.44      4.90       5.41      4.88      5.31      4.84       5.14      4.76      4.91       4.63

   60         5.57      5.00       5.53      4.99      5.42      4.93       5.23      4.84      4.97       4.70
   61         5.71      5.11       5.67      5.09      5.54      5.03       5.32      4.93      5.03       4.77
   62         5.86      5.23       5.81      5.21      5.66      5.14       5.42      5.02      5.09       4.84
   63         6.02      5.36       5.97      5.33      5.79      5.25       5.51      5.11      5.16       4.91
   64         6.20      5.49       6.13      5.46      5.93      5.37       5.61      5.21      5.21       4.98

   65         6.38      5.64       6.31      5.60      6.07      5.49       5.71      5.31      5.27       5.05
   66         6.58      5.79       6.49      5.75      6.22      5.63       5.81      5.41      5.32       5.12
   67         6.79      5.95       6.69      5.91      6.38      5.76       5.91      5.52      5.38       5.18
   68         7.02      6.13       6.89      6.08      6.53      5.91       6.01      5.63      5.42       5.25
   69         7.26      6.32       7.11      6.26      6.70      6.06       6.11      5.74      5.47       5.31

   70         7.52      6.53       7.35      6.45      6.86      6.23       6.20      5.85      5.51       5.37
   71         7.80      6.75       7.59      6.66      7.03      6.39       6.29      5.96      5.54       5.42
   72         8.09      6.99       7.85      6.89      7.21      6.57       6.38      6.07      5.57       5.47
   73         8.41      7.26       8.12      7.13      7.38      6.75       6.46      6.17      5.60       5.51
   74         8.75      7.54       8.41      7.39      7.55      6.94       6.53      6.28      5.63       5.55

   75         9.12      7.85       8.71      7.66      7.73      7.13       6.61      6.38      5.65       5.59
- --------- --------- --------- ---------- --------- --------- --------- ---------- --------- --------- ----------
</TABLE>

                  * Net of any applicable premium tax deduction

                                       32
<PAGE>



            Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
                                  First Month Payment Amount for Each $1,000*
                          Rates for a Variable Annuity with 5% Assumed Interest Rate
- ----------------------------------------------------------------------------------------------------------------
             Option 2(a):        Option 2(b):         Option 2(b):        Option 2(b):         Option 2(b):
Adjusted  payments for life   payments guaranteed       payments       payments guaranteed  payments guaranteed
Age of                              5 years            guaranteed           15 years             20 years
Annuitant                                               10 years
          ------------------- -------------------- ------------------- -------------------- --------------------
            Male     Female     Male      Female     Male     Female     Male      Female     Male     Female
- --------- --------- --------- ---------- --------- --------- --------- ---------- --------- --------- ----------
   <S>      <C>       <C>        <C>       <C>       <C>       <C>        <C>       <C>         <C>      <C>
   50       $ 5.48    $ 5.12     $ 5.46    $ 5.11    $ 5.41    $ 5.09     $ 5.34    $ 5.06      5.24     $ 5.01
   51         5.55      5.17       5.53      5.17      5.48      5.14       5.40      5.11      5.29       5.05
   52         5.63      5.23       5.61      5.23      5.55      5.20       5.46      5.16      5.34       5.10
   53         5.71      5.30       5.69      5.29      5.62      5.26       5.53      5.22      5.40       5.15
   54         5.80      5.37       5.77      5.36      5.70      5.33       5.60      5.27      5.45       5.20

   55         5.89      5.44       5.86      5.43      5.79      5.39       5.67      5.34      5.51       5.25
   56         5.99      5.52       5.96      5.51      5.87      5.47       5.74      5.40      5.56       5.31
   57         6.10      5.60       6.06      5.59      5.97      5.54       5.82      5.47      5.62       5.37
   58         6.21      5.69       6.17      5.67      6.06      5.62       5.90      5.54      5.68       5.42
   59         6.33      5.79       6.29      5.77      6.17      5.71       5.98      5.61      5.74       5.48

   60         6.46      5.89       6.41      5.87      6.28      5.80       6.06      5.69      5.79       5.55
   61         6.60      6.00       6.55      5.97      6.39      5.90       6.15      5.77      5.85       5.61
   62         6.75      6.11       6.69      6.08      6.51      6.00       6.24      5.86      5.91       5.67
   63         6.91      6.23       6.84      6.20      6.64      6.10       6.33      5.95      5.96       5.73
   64         7.09      6.37       7.00      6.33      6.77      6.22       6.42      6.04      6.02       5.80

   65         7.27      6.51       7.18      6.46      6.91      6.34       6.52      6.13      6.07       5.86
   66         7.47      6.66       7.36      6.61      7.05      6.46       6.61      6.23      6.12       5.92
   67         7.68      6.82       7.55      6.76      7.20      6.60       6.70      6.33      6.16       5.99
   68         7.91      7.00       7.76      6.93      7.35      6.74       6.80      6.43      6.21       6.04
   69         8.15      7.19       7.98      7.11      7.51      6.89       6.89      6.54      6.25       6.10

   70         8.41      7.39       8.21      7.30      7.67      7.04       6.97      6.64      6.28       6.15
   71         8.69      7.62       8.45      7.51      7.83      7.21       7.06      6.74      6.32       6.20
   72         8.99      7.86       8.70      7.73      8.00      7.38       7.14      6.85      6.35       6.25
   73         9.31      8.12       8.97      7.97      8.16      7.55       7.21      6.95      6.37       6.29
   74         9.65      8.41       9.26      8.23      8.33      7.73       7.29      7.04      6.39       6.33

   75        10.02      8.72       9.55      8.50      8.50      7.92       7.35      7.14      6.41       6.36
- --------- --------- --------- ---------- --------- --------- --------- ---------- --------- --------- ----------
</TABLE>

                  * Net of any applicable premium tax deduction

                                       33
<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                       Monthly Payment Amount for Each $1,000*
                             Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
                                  Annuitant is Female and Second Annuitant is Male
- ----------------------------------------------------------------------------------------------------------------------
      Adjusted Ages
- ---------------------------
                 Second
 Annuitant     Annuitant    Option 3(a)     Option 3(b)    Option 3(c)    Option 3(d)    Option 3(e)    Option 3(f)
- ------------- ------------- --------------- -------------- -------------- -------------- -------------- --------------
     <S>           <C>          <C>             <C>            <C>            <C>            <C>            <C>
     55            50           $ 3.75          $ 4.07         $ 4.26         $ 3.75         $ 3.98         $ 3.72
     55            55             3.88            4.25           4.47           3.87           4.06           3.85
     55            60             3.99            4.44           4.71           3.98           4.12           3.94

     60            55             4.06            4.47           4.71           4.06           4.37           4.02
     60            60             4.24            4.71           4.99           4.23           4.47           4.17
     60            65             4.38            4.97           5.32           4.38           4.54           4.29

     65            60             4.49            5.01           5.32           4.48           4.89           4.39
     65            65             4.72            5.33           5.70           4.71           5.02           4.59
     65            70             4.93            5.68           6.15           4.91           5.14           4.74

     70            65             5.07            5.75           6.17           5.05           5.60           4.87
     70            70             5.40            6.21           6.70           5.36           5.79           5.13
     70            75             5.69            6.68           7.32           5.62           5.96           5.29

     75            70             5.89            6.82           7.40           5.81           6.63           5.48
     75            75             6.37            7.45           8.15           6.23           6.92           5.78
     75            80             6.78            8.11           8.99           6.54           7.15           5.93
- ------------- ------------- --------------- -------------- -------------- -------------- -------------- --------------
</TABLE>

                  * Net of any applicable premium tax deduction

                                       34
<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                              First Month Payment Amount for Each $1,000*
                     Rates for a Variable Annuity with 3.5% Assumed Interest Rate
                           Annuitant Is Female and Second Annuitant Is Male

- --------------------------------------------------------------------------------------------------------
      Adjusted Ages
- ---------------------------
                 Second
 Annuitant     Annuitant    Option 3(a)     Option 3(b)    Option 3(c)    Option 3(d)     Option 3(e)
- ------------- ------------- --------------- -------------- -------------- --------------- --------------
     <S>           <C>         <C>             <C>            <C>            <C>             <C>
     55            50          $ 4.03          $ 4.36         $ 4.55         $ 4.03          $ 4.27
     55            55            4.16            4.54           4.76           4.15            4.34
     55            60            4.27            4.73           5.00           4.26            4.40

     60            55            4.34            4.76           5.00           4.34            4.65
     60            60            4.51            4.99           5.27           4.50            4.74
     60            65            4.66            5.25           5.61           4.65            4.82

     65            60            4.76            5.29           5.60           4.75            5.16
     65            65            4.99            5.61           5.99           4.98            5.30
     65            70            5.19            5.97           6.44           5.17            5.41

     70            65            5.34            6.03           6.46           5.31            5.88
     70            70            5.67            6.49           6.99           5.62            6.07
     70            75            5.95            6.96           7.61           5.87            6.23

     75            70            6.16            7.10           7.68           6.07            6.90
     75            75            6.64            7.73           8.43           6.48            7.19
     75            80            7.04            8.39           9.29           6.79            7.42
- ------------- ------------- --------------- -------------- -------------- --------------- --------------
</TABLE>

                  * Net of any applicable premium tax deduction

                                       35
<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                 First Month Payment Amount for Each $1,000*
                          Rates for a Variable Annuity with 5% Assumed Interest Rate
                               Annuitant is Female and Second Annuitant is Male
- ---------------------------------------------------------------------------------------------------------------
         Adjusted Ages
- --------------------------------
                     Second
   Annuitant       Annuitant      Option 3(a)     Option 3(b)    Option 3(c)     Option 3(d)     Option 3(e)
- ---------------- --------------- --------------- -------------- --------------- --------------- ---------------
      <S>              <C>            <C>             <C>            <C>             <C>             <C>
      55               50             $ 4.93          $ 5.27         $ 5.46          $ 4.93          $ 5.17
      55               55               5.04            5.44           5.66            5.04            5.23
      55               60               5.15            5.63           5.91            5.14            5.29

      60               55               5.21            5.65           5.89            5.21            5.53
      60               60               5.37            5.87           6.16            5.37            5.62
      60               65               5.52            6.14           6.51            5.51            5.70

      65               60               5.61            6.16           6.49            5.60            6.03
      65               65               5.83            6.49           6.87            5.82            6.15
      65               70               6.04            6.84           7.34            6.00            6.27

      70               65               6.17            6.90           7.33            6.13            6.73
      70               70               6.49            7.35           7.87            6.44            6.91
      70               75               6.77            7.84           8.51            6.68            7.07

      75               70               6.97            7.96           8.56            6.87            7.75
      75               75               7.45            8.60           9.33            7.27            8.04
      75               80               7.86            9.28          10.20            7.57            8.27
- ---------------- --------------- --------------- -------------- --------------- --------------- ---------------
</TABLE>

                  * Net of any applicable premium tax deduction

                                       36
<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                           Monthly Payment Amount for Each $1,000*
                                 Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
                                      Annuitant is Male and Second Annuitant is Female
- ------------------------------------------------------------------------------------------------------------------------------
        Adjusted Ages
- -------------------------------
                    Second
  Annuitant       Annuitant      Option 3(a)     Option 3(b)    Option 3(c)     Option 3(d)     Option 3(e)     Option 3(f)
- ------------------------------------------------------------------------------------------------------------------------------
      <S>             <C>          <C>             <C>            <C>             <C>             <C>             <C>
      55              50           $ 3.69          $ 4.05         $ 4.27          $ 3.69          $ 4.13          $ 3.67
      55              55             3.88            4.25           4.47            3.87            4.25            3.85
      55              60             4.06            4.47           4.71            4.06            4.36            4.02

      60              55             3.99            4.44           4.71            3.98            4.55            3.94
      60              60             4.24            4.71           4.99            4.23            4.70            4.17
      60              65             4.49            5.01           5.32            4.48            4.85            4.39

      65              60             4.38            4.97           5.32            4.38            5.10            4.29
      65              65             4.72            5.33           5.70            4.71            5.32            4.59
      65              70             5.07            5.75           6.17            5.05            5.54            4.87

      70              65             4.93            5.68           6.15            4.91            5.86            4.74
      70              70             5.40            6.21           6.70            5.36            6.18            5.13
      70              75             5.89            6.82           7.40            5.81            6.49            5.48

      75              70             5.69            6.68           7.32            5.62            6.92            5.29
      75              75             6.37            7.45           8.15            6.23            7.40            5.78
      75              80             7.07            8.34           9.16            6.78            7.85            6.17
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction

                                       37
<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                 First Month Payment Amount for Each $1,000*
                         Rates for a Variable Annuity with 3.5% Assumed Interest Rate
                               Annuitant is Male and Second Annuitant is Female

- ---------------------------------------------------------------------------------------------------------------
         Adjusted Ages
- --------------------------------
                     Second
   Annuitant       Annuitant      Option 3(a)     Option 3(b)    Option 3(c)     Option 3(d)     Option 3(e)
- ---------------------------------------------------------------------------------------------------------------
      <S>              <C>          <C>             <C>            <C>             <C>             <C>
      55               50           $ 3.97          $ 4.35         $ 4.56          $ 3.97          $ 4.42
      55               55             4.16            4.54           4.76            4.15            4.54
      55               60             4.34            4.76           5.00            4.34            4.64

      60               55             4.27            4.73           5.00            4.26            4.83
      60               60             4.51            4.99           5.27            4.50            4.98
      60               65             4.76            5.29           5.60            4.75            5.13

      65               60             4.66            5.25           5.61            4.65            5.39
      65               65             4.99            5.61           5.99            4.98            5.60
      65               70             5.34            6.03           6.46            5.31            5.81

      70               65             5.19            5.97           6.44            5.17            6.14
      70               70             5.67            6.49           6.99            5.62            6.47
      70               75             6.16            7.10           7.68            6.07            6.77

      75               70             5.95            6.96           7.61            5.87            7.20
      75               75             6.64            7.73           8.43            6.48            7.68
      75               80             7.33            8.62           9.45            7.02            8.13
- ---------------- --------------- --------------- -------------- --------------- --------------- ---------------
</TABLE>

                  * Net of any applicable premium tax deduction

                                       38
<PAGE>



           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
                                       First Month Payment Amount for Each $1,000*
                                Rates for a Variable Annuity with 5% Assumed Interest Rate
                                     Annuitant is Male and Second Annuitant is Female
- ----------------------------------- ----------------- ---------------- ----------------- ----------------- ----------------
          Adjusted Ages
- -----------------------------------
                       Second
    Annuitant         Annuitant       Option 3(a)       Option 3(b)      Option 3(c)       Option 3(d)       Option 3(e)
- ------------------ ---------------- ----------------- ---------------- ----------------- ----------------- ----------------
       <S>               <C>             <C>               <C>              <C>               <C>               <C>
       55                50              $ 4.88            $ 5.26           $ 5.48            $ 4.88            $ 5.34
       55                55                5.04              5.44             5.66              5.04              5.43
       55                60                5.21              5.65             5.89              5.21              5.53

       60                55                5.15              5.63             5.91              5.14              5.73
       60                60                5.37              5.87             6.16              5.37              5.86
       60                65                5.61              6.16             6.49              5.60              6.01

       65                60                5.52              6.14             6.51              5.51              6.28
       65                65                5.83              6.49             6.87              5.82              6.47
       65                70                6.17              6.90             7.33              6.13              6.67

       70                65                6.04              6.84             7.34              6.00              7.03
       70                70                6.49              7.35             7.87              6.44              7.33
       70                75                6.97              7.96             8.56              6.87              7.62

       75                70                6.77              7.84             8.51              6.68              8.08
       75                75                7.45              8.60             9.33              7.27              8.55
       75                80                8.14              9.49            10.35              7.80              8.98
- ------------------ ---------------- ----------------- ---------------- ----------------- ----------------- ----------------
</TABLE>

                  * Net of any applicable premium tax deduction


                                       39
<PAGE>



- -------------------------------------------------------------------------------

                    Aetna Life Insurance and Annuity Company
                       Home Office: 151 Farmington Avenue
                                 P.O. Box 30670
                        Hartford, Connecticut 06150-0670
                                 (800) 531-4547

           Individual Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating
- -------------------------------------------------------------------------------











ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.



                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract and Certificate are endorsed as follows.

1.  On Contract Schedule I, delete Annual Waiver of Surrender Fee, and replace
    it with the following.

    Annual Waiver of Surrender Fee
    As provided in 3.14(d), the total amount that may be withdrawn each
    calendar year without a Surrender Fee cannot exceed [10%] of the Current
    Value less any amounts distributed, and/or requested for distribution
    under an SDO, during the calendar year. The amount available is based on
    the Account's Current Value [as of the date the surrender request is
    processed].

2.  On Contract Schedule I, add the following.

    Maximum Age for the Minimum Guaranteed Death Benefit: [85] years

3.  On Contract Schedule I, add the following.

    Fund for Allocation of Excess     [Aetna Variable Encore Fund (the money
    Guaranteed Death Benefit           market fund)]
    Amount

4.  On Contract Schedule I, delete Systematic Withdrawal Option (SWO).

5.  Add the following to Contract Schedule II under Separate Account.

    Transfers
    When a Variable Annuity has been elected, [four] free transfers are
    allowed each calendar year among the Funds available during the Annuity
    Period. Aetna reserves the right to allow additional transfers.

6.  Delete Section 1.12, Current Value, and replace it with the following.

    As of the most recent Valuation Period, the Current Value is equal to the
    total of the Net Purchase Payment(s) made to the Account;

    (a) Plus or minus the investment experience for the amount, if any,
        allocated to one or more of the Funds;
    (b  Plus interest added to the amount, if any, allocated to the AG Account,
    (c) Plus any additional amount deposited to the Account pursuant
        to Section 3.11;
    (d) Less the amount of any Maintenance Fees deducted;
    (e) Less any additional fee(s) deducted;
    (f) Less any amount(s) surrendered; and
    (g) Less any amount(s) applied to an Annuity option.

                                                                               1
<PAGE>

7.  Delete Section 1.14, Dollar Cost Averaging, and replace it with the
    following.

    A program that permits the Certificate Holder to systematically transfer
    amounts from one of the available Funds, or an available AG Account
    Guaranteed Term, to one or more of the Funds. If the Certificate Holder
    elects an AG Account Guaranteed Term available for Dollar Cost Averaging,
    no MVA applies to amounts transferred under Dollar Cost Averaging. If
    Dollar Cost Averaging from an AG Account Guaranteed Term is discontinued
    before the end of the Dollar Cost Averaging period elected, Aetna will
    automatically transfer the balance to a Guaranteed Term of the same
    duration and an MVA will apply. The Certificate Holder may initiate a
    transfer to another investment option and an MVA will apply. If a
    Guaranteed Term of the same duration is not available, Aetna will
    transfer the amount to the Guaranteed Term with the next shortest
    duration. Aetna reserves the right to establish and change terms and
    conditions governing Dollar Cost Averaging.

8.  Add the following to Section 1.16, Fund(s).

    The Funds, and the number of Funds, available during the Accumulation
    Period may be different from those available during the Annuity Period.
    Aetna reserves the right to limit the number of Funds available at any
    one time and to limit the number of Funds the Certificate Holder may
    select during the Accumulation Period and/or during the Annuity Period.

9.  Add the following to Section 1.18, Guaranteed Rate -- AG Account.

    Aetna may offer more than one Guaranteed Term of the same duration and
    credit one with a higher rate contingent upon use only with Dollar Cost
    Averaging (see 1.14).

10. Delete Section 1.33, Valuation Period (Period), and replace it with the
    following.

    1.33      Valuation Period (Period):

    The date and time for which a Fund calculates its net asset value,
    usually from 4:00 p.m. Eastern time each day the New York Stock Exchange
    is open, to 4:00 p.m. the next such business day.

11. Add the following to I.  General Definitions

    Claim Date
    The date when proof of death and the Beneficiary's claim for the death
    benefit are received in good order at Aetna's home office.

    Surrender Fee
    A fee assessed to recover sales and administrative expenses incurred in
    connection with the Contract. Also called the deferred sales charge.

12. Delete the first sentence in Section 2.07, Designation of Beneficiary and
    replace it with the following.

    Each Certificate Holder shall name his or her Beneficiary and when
    designating the Beneficiary may elect to specify in writing the form of
    payment to the Beneficiary.

                                                                               2
<PAGE>

13. Delete subsection (a) in Section 3.06, Market Value Adjustment, and replace
    it with the following.

    (a) A Transfer (including a Transfer from an AG Account Guaranteed Term
        if Dollar Cost Averaging is discontinued); except for Transfers under
        Dollar Cost Averaging, or as specified in 1.24, Matured Term Value
        Transfer;

14. Delete the last paragraph in Section 3.07, Transfer of Current Value from
    the Funds or AG Account During the Accumulation Period, and replace it
    with the following.

    Amounts allocated to AG Account Guaranteed Terms may not be transferred
    to the Funds or to another Guaranteed Term during a Deposit Period or for
    90 days after the close of a Deposit Period except for:

    (a) Matured Term Value(s) during the calendar month following the Term's
        Maturity Date;
    (b) Amounts applied to an Annuity option;
    (c) Amounts transferred under the Dollar Cost Averaging program;
    (d) Amounts distributed under a Systematic Distribution Option; and
    (e) Amounts transferred by Aetna if Dollar Cost Averaging is discontinued.

15. Delete Section 3.11, Death Benefit Amount, and replace it with the
    following.

    3.11  Death Benefit During the Accumulation Period

    If the Certificate Holder or Annuitant die before Annuity payments start,
    the Beneficiary is entitled to a death benefit. If the Account is owned
    jointly, the death benefit applies at the death of the first joint
    Certificate Holder to die. The amount of the death benefit is determined
    as follows.

    (a) At the death of the Annuitant:  the death benefit is the greater of:

        (1) The minimum guaranteed death benefit (described below) as of the
            date of death, plus any Purchase Payments made, and less any
            amount(s) surrendered, applied to an Annuity option or deducted
            from the Account, since the minimum guaranteed death benefit was
            determined, or

        (2) The Current Value on the Claim Date.

        The minimum guaranteed death benefit is determined as follows: On the
        Effective Date, the minimum guaranteed death benefit equals the
        amount of the initial Purchase Payment. On each Effective Date
        anniversary before the Annuitant reaches the maximum age shown on
        Contract Schedule I, the minimum guaranteed death benefit is the
        greater of:

        (1) The prior minimum guaranteed death benefit, plus any Purchase
            Payments made, and less any amount(s) surrendered, applied to an
            Annuity option or deducted from the Account, since the minimum
            guaranteed death benefit was previously determined, or

        (2) The Current Value on the Effective Date anniversary.

                                                                               3
<PAGE>

        After the Annuitant reaches the maximum age shown on Contract
        Schedule I, the minimum guaranteed death benefit is equal to the
        minimum guaranteed death benefit determined on the Effective Date
        anniversary immediately preceding the date the Annuitant attained the
        maximum age shown on Contract Schedule I, plus any Purchase Payments
        made, and less any amounts surrendered, applied to an Annuity option
        or deducted from the Account.

        On the Claim Date, if the minimum guaranteed death benefit is greater
        than the Account's Current Value, the amount by which the minimum
        guaranteed death benefit exceeds the Current Value is allocated to
        the Fund shown on Contract Schedule I. The Beneficiary may elect a
        death benefit option as permitted in Section 3.12.

    (b) At the death of the Certificate Holder if the Certificate Holder is
        not the Annuitant: the death benefit amount is the Account's Adjusted
        Current Value on the Claim Date. A Surrender Fee may apply to any
        full or partial surrender (see 3.14 and Contract Schedule I). The
        Beneficiary may elect a death benefit option as permitted in Section
        3.12.

    (c) For a spousal Beneficiary of the original Certificate
        Holder/Annuitant who becomes the successor Certificate Holder/
        Annuitant: the initial minimum guaranteed death benefit equals the
        Current Value on the Claim Date for the death benefit of the original
        Certificate Holder/Annuitant. Thereafter, the guaranteed minimum
        death benefit is determined as in (a) above.

16. Delete the last sentence of the first paragraph in Section 3.12, Death
    Benefit Options Available to the Beneficiary, and replace it with the
    following:

    If the Certificate Holder has specified the form of payment to the
    Beneficiary, the death benefit will be paid as elected by the Certificate
    Holder in the Beneficiary designation. If the Certificate Holder has not
    specified a form of payment, the Beneficiary may elect one of the
    following options.

17. Delete subsection (d) in Section 3.14, Surrender Fee, and replace it with
    the following.

    (d) Each calendar year, an amount not to exceed the amount shown on
        Contract Schedule I under Annual Waiver of Surrender Fee, or if
        larger, the amount taken to meet the minimum distribution required by
        the Code for the Account.

18. Add the following as Section 3.17.

    3.17  Reinstatement

    If allowed by state law, the Certificate Holder may reinstate the
    proceeds of a full surrender, subject to terms and conditions established
    by Aetna.

19. Delete the last sentence in the third paragraph in Section 4.01, Choices,
    and replace it with the following.

    If a Variable Annuity is chosen, the initial Annuity payment for the
    option elected reflects the assumed annual return rate elected (see
    Contract Schedule II). The Certificate Holder must allocate specified
    amounts among the Funds available during the Annuity Period. Aetna
    reserves

                                                                               4

<PAGE>

    the right to limit the number of Funds available at one time and to limit
    the number of Funds the Certificate Holder may select during the
    Accumulation Period and/or the Annuity Period. Subject to terms and
    conditions established by Aetna, the Certificate Holder may transfer all
    or any portion of the amount allocated to a Fund to another Fund. The
    number of Transfers allowed without charge each year is shown on Contract
    Schedule II.

20. Delete subsections (a) and (b) in Section 4.03, Death of Annuitant/
    Beneficiary, and replace them with the following.

    (a) Certificate Holder is the Annuitant: When the Certificate Holder is
        the Annuitant and the Annuitant dies under option 1 or 2(b), or both
        the Annuitant and the second Annuitant die under option 3(d), any
        remaining payments will continue to the Beneficiary, or if elected by
        the Beneficiary and not prohibited by the Certificate Holder in the
        Beneficiary designation, the present value of any remaining payments
        will be paid in one sum to the Beneficiary. If option 3 has been
        elected and the Certificate Holder dies, the remaining payments will
        continue to the successor payee. If no successor payee has been
        designated, the Beneficiary will be treated as the successor payee.
        If the Account has joint Certificate Holders, the surviving joint
        Certificate Holder will be deemed the successor payee.

    (b) Certificate Holder is not the Annuitant: When the Certificate Holder
        is not the Annuitant and the Certificate Holder dies, any remaining
        payments will continue to the successor payee. If no successor payee
        has been designated, the Beneficiary will be treated as the successor
        payee. If the Account has joint Certificate Holders, the surviving
        joint Certificate Holder will be deemed the successor payee.

        If the Annuitant dies under option 1 or 2(b), or both the Annuitant
        and second Annuitant die under option 3(d), any remaining payments
        will continue to the Beneficiary, or if elected by the Beneficiary
        and not prohibited by the Certificate Holder in the Beneficiary
        designation, the present value of any remaining payments will be paid
        in one sum to the Beneficiary. If option 3 has been elected and the
        Annuitant dies, the remaining payments will continue to the
        Certificate Holder.

Endorsed and made part of the Contract or the Certificate on the Effective Date
of the Contract or when approved, whichever is later.


                                 /s/ Dan Kearney
                                 ---------------
                                 President
                                 Aetna Life Insurance and Annuity Company

                                                                               5



                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract is endorsed as follows.

1.  On Contract Schedule I, delete Annual Waiver of Surrender Fee, and
    replace it with the following.

    Annual Waiver of Surrender Fee
    As provided in 3.13(d), the total amount that may be withdrawn each
    calendar year without a Surrender Fee cannot exceed [10%] of the Current
    Value less any amounts distributed, and/or requested for distribution
    under an SDO, during the calendar year. The amount available is based on
    the Contract's Current Value [as of the date the surrender request is
    processed].

2.  On Contract Schedule I, add the following.

    Maximum Age for the Minimum Guaranteed Death Benefit: [85] years

3.  On Contract Schedule I, add the following.

    Fund for Allocation of Excess  [Aetna Variable Encore Fund (the money market
    Guaranteed Death Benefit        fund)]
    Amount

4.  On Contract Schedule I, delete Systematic Withdrawal Option (SWO).

5.  Add the following to Contract Schedule II under Separate Account.

    Transfers
    When a Variable Annuity has been elected, [four] free transfers are
    allowed each calendar year among the Funds available during the Annuity
    Period. Aetna reserves the right to allow additional transfers.

6.  Delete Section 1.10, Current Value, and replace it with the following.

    As of the most recent Valuation Period, the Current Value is equal to the
    total of the Net Purchase Payment(s) made to the Contract;

    (a) Plus or minus the investment experience for the amount, if any,
        allocated to one or more of the Funds;
    (b) Plus interest added to the amount, if any, allocated to the AG Account,
    (c) Plus any additional amount deposited to the Contract pursuant to Section
        3.10;
    (d) Less the amount of any Maintenance Fees deducted;
    (e) Less any additional fee(s) deducted;
    (f) Less any amount(s) surrendered; and
    (g) Less any amount(s) applied to an Annuity option.

                                                                               1
<PAGE>

7.  Delete Section 1.12, Dollar Cost Averaging, and replace it with the
    following.

    A program that permits the Contract Holder to systematically transfer
    amounts from one of the available Funds, or an available AG Account
    Guaranteed Term, to one or more of the Funds. If the Contract Holder
    elects an AG Account Guaranteed Term available for Dollar Cost Averaging,
    no MVA applies to amounts transferred under Dollar Cost Averaging. If
    Dollar Cost Averaging from an AG Account Guaranteed Term is discontinued
    before the end of the Dollar Cost Averaging period elected, Aetna will
    automatically transfer the balance to a Guaranteed Term of the same
    duration and an MVA will apply. The Contract Holder may initiate a
    transfer to another investment option and an MVA will apply. If a
    Guaranteed Term of the same duration is not available, Aetna will
    transfer the amount to the Guaranteed Term with the next shortest
    duration. Aetna reserves the right to establish and change terms and
    conditions governing Dollar Cost Averaging.

8.  Add the following to Section 1.14, Fund(s).

    The Funds, and the number of Funds, available during the Accumulation
    Period may be different from those available during the Annuity Period.
    Aetna reserves the right to limit the number of Funds available at any
    one time and to limit the number of Funds the Contract Holder may select
    during the Accumulation Period and/or during the Annuity Period.

9.  Add the following to Section 1.16, Guaranteed Rates -- AG Account.

    Aetna may offer more than one Guaranteed Term of the same duration and
    credit one with a higher rate contingent upon use only with Dollar Cost
    Averaging (see 1.12).

10. Delete Section 1.31, Valuation Period (Period), and replace it with the
    following.

    1.31       Valuation Period (Period):

    The date and time for which a Fund calculates its net asset value,
    usually from 4:00 p.m. Eastern time each day the New York Stock Exchange
    is open, to 4:00 p.m. the next such business day.

11. Add the following to I.  General Definitions

    Claim Date
    The date when proof of death and the Beneficiary's claim for the death
    benefit are received in good order at Aetna's home office.

    Surrender Fee
    A fee assessed to recover sales and administrative expenses incurred in
    connection with the Contract. Also called the deferred sales charge.

12. Delete the first sentence in Section 2.07, Designation of Beneficiary and
    replace it with the following.

    Each Contract Holder shall name his or her Beneficiary and when
    designating the Beneficiary may elect to specify in writing the form of
    payment to the Beneficiary.

                                                                               2
<PAGE>

13. Delete subsection (a) in Section 3.05, Market Value Adjustment, and replace
    it with the following.

    (a) A Transfer (including a Transfer from an AG Account Guaranteed Term
        if Dollar Cost Averaging is discontinued); except for Transfers under
        Dollar Cost Averaging, or as specified in 1.22, Matured Term Value
        Transfer;

14. Delete the last paragraph in Section 3.06, Transfer of Current Value from
    the Funds or AG Account During the Accumulation Period, and replace it
    with the following.

    Amounts allocated to AG Account Guaranteed Terms may not be transferred
    to the Funds or to another Guaranteed Term during a Deposit Period or for
    90 days after the close of a Deposit Period except for:

    (a) Matured Term Value(s) during the calendar month following the Term's
        Maturity Date;
    (b) Amounts applied to an Annuity option;
    (c) Amounts transferred under the Dollar Cost Averaging program;
    (d) Amounts distributed under a Systematic Distribution Option; and
    (e) Amounts transferred by Aetna if Dollar Cost Averaging is discontinued.

15. Delete Section 3.10, Death Benefit Amount, and replace it with the
    following.

    3.10  Death Benefit During the Accumulation Period

    If the Contract Holder or Annuitant die before Annuity payments start,
    the Beneficiary is entitled to a death benefit. If the Contract is owned
    jointly, the death benefit applies at the death of the first joint
    Contract Holder to die. The amount of the death benefit is determined as
    follows.

    (a) At the death of the Annuitant:  the death benefit is the greater of:

        (1)  The minimum guaranteed death benefit (described below) as of the
             date of death, plus any Purchase Payments made, and less any
             amount(s) surrendered, applied to an Annuity option or deducted
             from the Contract, since the minimum guaranteed death benefit
             was determined, or

        (2)  The Current Value on the Claim Date.

        The minimum guaranteed death benefit is determined as follows: On the
        Effective Date, the minimum guaranteed death benefit equals the
        amount of the initial Purchase Payment. On each Effective Date
        anniversary before the Annuitant reaches the maximum age shown on
        Contract Schedule I, the minimum guaranteed death benefit is the
        greater of:

        (1)  The prior minimum guaranteed death benefit, plus any Purchase
             Payments made, and less any amount(s) surrendered, applied to an
             Annuity option or deducted from the Contract, since the minimum
             guaranteed death benefit was previously determined, or

        (2)  The Current Value on the Effective Date anniversary.

                                                                               3
<PAGE>

        After the Annuitant reaches the maximum age shown on Contract
        Schedule I, the minimum guaranteed death benefit is equal to the
        minimum guaranteed death benefit determined on the Effective Date
        anniversary immediately preceding the date the Annuitant attained the
        maximum age shown on Contract Schedule I, plus any Purchase Payments
        made, and less any amounts surrendered, applied to an Annuity option
        or deducted from the Contract.

        On the Claim Date, if the minimum guaranteed death benefit is greater
        than the Contract's Current Value, the amount by which the minimum
        guaranteed death benefit exceeds the Current Value is allocated to
        the Fund shown on Contract Schedule I. The Beneficiary may elect a
        death benefit option as permitted in Section 3.11.

    (b) At the death of the Contract Holder if the Contract Holder is not the
        Annuitant: the death benefit amount is the Contract's Adjusted
        Current Value on the Claim Date. A Surrender Fee may apply to any
        full or partial surrender (see 3.13 and Contract Schedule I). The
        Beneficiary may elect a death benefit option as permitted in Section
        3.11.

    (c) For a spousal Beneficiary of the original Contract Holder/Annuitant
        who becomes the successor Contract Holder/ Annuitant: the initial
        minimum guaranteed death benefit equals the Current Value on the
        Claim Date for the death benefit of the original Contract
        Holder/Annuitant. Thereafter, the guaranteed minimum death benefit is
        determined as in (a) above.

16. Delete the last sentence of the first paragraph in Section 3.11, Death
    Benefit Options Available to the Beneficiary, and replace it with the
    following:

    If the Contract Holder has specified the form of payment to the
    Beneficiary, the death benefit will be paid as elected by the Contract
    Holder in the Beneficiary designation. If the Contract Holder has not
    specified a form of payment, the Beneficiary may elect one of the
    following options.

17. Delete subsection (d) in Section 3.13, Surrender Fee, and replace it with
    the following.

    (d) Each calendar year, an amount not to exceed the amount shown on
        Contract Schedule I under Annual Waiver of Surrender Fee, or if
        larger, the amount taken to meet the minimum distribution required by
        the Code for the Contract.

18. Add the following as Section 3.16.

    3.16  Reinstatement

    If allowed by state law, the Contract Holder may reinstate the proceeds
    of a full surrender, subject to terms and conditions established by
    Aetna.

19. Delete the last sentence in the third paragraph in Section 4.01, Choices,
    and replace it with the following.

    If a Variable Annuity is chosen, the initial Annuity payment for the
    option elected reflects the assumed annual return rate elected (see
    Contract Schedule II). The Contract Holder must allocate specified
    amounts among the Funds available during the Annuity Period. Aetna
    reserves the right to limit the number of Funds available at one time and
    to limit the number of Funds the Contract

                                                                               4
<PAGE>

    Holder may select during the Accumulation Period and/or the Annuity Period.
    Subject to terms and conditions established by Aetna, the Contract Holder
    may transfer all or any portion of the amount allocated to a Fund to
    another Fund. The number of Transfers allowed without charge each year is
    shown on Contract Schedule II.

20. Delete subsections (a) and (b) in Section 4.03, Death of Annuitant/
    Beneficiary, and replace them with the following.

    (a) Contract Holder is the Annuitant: When the Contract Holder is the
        Annuitant and the Annuitant dies under option 1 or 2(b), or both the
        Annuitant and the second Annuitant die under option 3(d), any
        remaining payments will continue to the Beneficiary, or if elected by
        the Beneficiary and not prohibited by the Contract Holder in the
        Beneficiary designation, the present value of any remaining payments
        will be paid in one sum to the Beneficiary. If option 3 has been
        elected and the Contract Holder dies, the remaining payments will
        continue to the successor payee. If no successor payee has been
        designated, the Beneficiary will be treated as the successor payee.
        If the Contract has joint Contract Holders, the surviving joint
        Contract Holder will be deemed the successor payee.

    (b) Contract Holder is not the Annuitant: When the Contract Holder is not
        the Annuitant and the Contract Holder dies, any remaining payments
        will continue to the successor payee. If no successor payee has been
        designated, the Beneficiary will be treated as the successor payee.
        If the Contract has joint Contract Holders, the surviving joint
        Contract Holder will be deemed the successor payee.

        If the Annuitant dies under option 1 or 2(b), or both the Annuitant
        and second Annuitant die under option 3(d), any remaining payments
        will continue to the Beneficiary, or if elected by the Beneficiary
        and not prohibited by the Contract Holder in the Beneficiary
        designation, the present value of any remaining payments will be paid
        in one sum to the Beneficiary. If option 3 has been elected and the
        Annuitant dies, the remaining payments will continue to the Contract
        Holder.

Endorsed and made part of the Contract on the Effective Date of the Contract or
when approved, whichever is later.


                                 /s/ Dan Kearney
                                 ---------------
                                 President
                                 Aetna Life Insurance and Annuity Company

                                                                               5


                               FIFTH AMENDMENT TO
                             PARTICIPATION AGREEMENT


         THIS FIFTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Fifth
Amendment") is made and entered into as of the 1st day of May, 1997, by and
among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut
corporation, on its own behalf and on behalf of each segregated asset account of
the Company (each an "Account") set forth on Schedule A of the Original
Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a Massachusetts corporation.

                                   WITNESSETH

         WHEREAS, the Company, the Fund and the Underwriter are parties to a
Participation Agreement, dated February 1, 1994, as supplemented by First
Amendment to Participation Agreement dated as of February 1, 1995, Amendment No.
2 to Participation Agreement dated as of December 15, 1994, Third Amendment to
Participation Agreement dated as of May 1, 1995 and Fourth Amendment to
Participation Agreement dated as of January 1, 1996 (the "Original Agreement");
and

         WHEREAS, the Company, the Fund and the Underwriter now desire to modify
the Original Agreement with regard to the Company's ability to redeem Fund
shares.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants and promises expressed herein, the parties agree as follows:

         1.   The first sentence of Paragraph 10.3 is amended to read as
              follows:

              The Company shall not redeem Fund shares attributable to the
              Contracts (as opposed to Fund shares attributable to the Company's
              assets held in the Account) except (i) as necessary to implement
              Contract Owner initiated or approved transactions, (ii) as
              required by state and/or federal laws or regulations or judicial
              or other legal precedent of general application (hereinafter
              referred to as a "Legally Required Redemption"), or (iii) as
              permitted by an order of the SEC pursuant to Section 26(b) of the
              1940 Act (if and to the extent that the SEC continues to require
              the receipt of such an order or any other order of the SEC in
              order for the Company to redeem Fund shares attributable to the
              Contracts).



<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as
of the date first above written.

                           AETNA LIFE INSURANCE AND ANNUITY COMPANY

                             By:        /s/ Laura Estes
                                        -----------------------------------

                             Name:      Laura Estes
                                        -----------------------------------

                             Title:     Senior Vice President
                                        -----------------------------------


                           VARIABLE INSURANCE PRODUCTS FUND

                             By:        /s/ J. Gary Burkhead
                                        -----------------------------------

                             Name:      J. Gary Burkhead
                                        -----------------------------------

                             Title:     Senior Vice President
                                        -----------------------------------


                           FIDELITY DISTRIBUTORS CORPORATION

                             By:        /s/ Paul J. Hondros
                                        -----------------------------------

                             Name:      Paul J. Hondros
                                        -----------------------------------

                             Title:     President
                                        -----------------------------------

                                        2


                               FIFTH AMENDMENT TO
                             PARTICIPATION AGREEMENT

         THIS FIFTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Fifth
Amendment") is made and entered into as of the 1st day of May, 1997, by and
among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut
corporation, on its own behalf and on behalf of each segregated asset account of
the Company (each an "Account") set forth on Schedule A of the Original
Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND II, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a Massachusetts corporation.

                                   WITNESSETH

         WHEREAS, the Company, the Fund and the Underwriter are parties to a
Participation Agreement, dated February 1, 1994, as supplemented by First
Amendment to Participation Agreement dated as of February 1, 1995, Amendment No.
2 to Participation Agreement dated as of December 15, 1994, Third Amendment to
Participation Agreement dated as of May 1, 1995 and Fourth Amendment to
Participation Agreement dated as of January 1, 1996 (the "Original Agreement");
and

         WHEREAS, the Company, the Fund and the Underwriter now desire to modify
the Original Agreement with regard to the Company's ability to redeem Fund
shares.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants and promises expressed herein, the parties agree as follows:

         1.   The first sentence of Paragraph 10.3 is amended to read as
              follows:

              The Company shall not redeem Fund shares attributable to the
              Contracts (as opposed to Fund shares attributable to the Company's
              assets held in the Account) except (i) as necessary to implement
              Contract Owner initiated or approved transactions, (ii) as
              required by state and/or federal laws or regulations or judicial
              or other legal precedent of general application (hereinafter
              referred to as a "Legally Required Redemption"), or (iii) as
              permitted by an order of the SEC pursuant to Section 26(b) of the
              1940 Act (if and to the extent that the SEC continues to require
              the receipt of such an order or any other order of the SEC in
              order for the Company to redeem Fund shares attributable to the
              Contracts).

<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as
of the date first above written.

                           AETNA LIFE INSURANCE AND ANNUITY COMPANY

                             By:        /s/ Laura Estes
                                        ----------------------------------

                             Name:      Laura Estes
                                        ----------------------------------

                             Title:     Senior Vice President
                                        ----------------------------------



                           VARIABLE INSURANCE PRODUCTS FUND II

                             By:        /s/ J. Gary Burkhead
                                        ----------------------------------

                             Name:      J. Gary Burkhead
                                        ----------------------------------

                             Title:     Senior Vice President
                                        ----------------------------------



                           FIDELITY DISTRIBUTORS CORPORATION

                             By:        /s/ Paul J. Hondros
                                        ----------------------------------

                             Name:      Paul J. Hondros
                                        ----------------------------------

                             Title:     President
                                        ----------------------------------

                                        2


                         AMENDMENT TO SERVICE AGREEMENT

       This Amendment to Service Agreement, effective as of the 1st day of
January, 1997, modifies an agreement entered into by and between FIDELITY
INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY ("FIIOC") and AETNA LIFE INSURANCE
AND ANNUITY COMPANY ("Company") as of the 1st day of November, 1995 (the
"Agreement").

       WHEREAS, Fidelity now has a third insurance-dedicated mutual fund,
Variable Insurance Products Fund III, which the parties are desirous of
including in this Agreement; and

       WHEREAS, the parties also desire to make technical amendments to the
Agreement;

       NOW, THEREFORE, the parties do hereby agree to amend the Agreement as
follows:

       1. The term "Funds" now includes Variable Insurance Products Fund,
Variable Insurance Products Fund II, and Variable Insurance Products Fund III.

       2. Paragraph 3 of the Agreement is amended to change the compensation
rate from 2 basis points to 4 basis points, and to place a cap on the maximum
quarterly payment, by making the following changes:

       (a) Each place that the figure 0.0002 appears, it is hereby replaced with
the figure 0.0004, and each place that the words "two basis points" appear they
are hereby replaced with "four basis points"; and

       (b) The following language is hereby added to the end of paragraph 3:
"Notwithstanding anything else in this Agreement, the maximum payment to which
Company shall be entitled with respect to any calendar quarter or stub period is
One Million Dollars ($1,000,000)."

       IN WITNESS WHEREOF, the parties have set their hand as of the date first
above written.


FIDELITY INVSTEMENTS INSTITUTIONAL OPERATIONS COMPANY, INC.

By:         /s/ Robert Donelan
            --------------------------------------------

Name:       Robert Donelan
            --------------------------------------------
Title:      Executive Vice President
            --------------------------------------------

AETNA LIFE INSURANCE AND ANNUITY COMPANY

By:         /s/ Laura Estes
            --------------------------------------------

Name:       Laura Estes
            --------------------------------------------
Title:      Senior Vice President
            --------------------------------------------




                               JANUS ASPEN SERIES

                          FUND PARTICIPATION AGREEMENT

       THIS AGREEMENT is made this 19th day of April, 1994, between JANUS ASPEN
SERIES, an open-end management investment company organized as a Delaware
business trust (the "Trust"), and AETNA LIFE INSURANCE AND ANNUITY COMPANY , a
life insurance company organized under the laws of the State of Connecticut (the
"Company"), on its own behalf and on behalf of each segregated asset account of
the Company set forth on Schedule A, as may be amended from time to time (the
"Accounts").

                              W I T N E S S E T H:

       WHEREAS, the Trust has filed a registration statement with the Securities
and Exchange Commission to register itself as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act"),
and to register the offer and sale of its shares under the Securities Act of
1933, as amended (the "1933 Act"); and

       WHEREAS, the Trust desires to act as an investment vehicle for separate
accounts established for variable life insurance policies and variable annuity
contracts to be offered by insurance companies that have entered into
participation agreements with the Trust (the "Participating Insurance
Companies"); and

       WHEREAS, the beneficial interest in the Trust is divided into several
series of shares, each series representing an interest in a particular managed
portfolio of securities and other assets (the "Portfolios"); and

       WHEREAS, the Trust has received an order from the Securities and Exchange
Commission granting Participating Insurance Companies and their separate
accounts exemptions from the provisions of Section 9(a), 13(a), 15(a) and 15(b)
of the 1940 Act, and rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the
extent necessary to permit shares of the Trust to be sold to and held by
variable annuity and variable life insurance separate accounts of both
affiliated and unaffiliated life insurance companies and certain qualified
pension and retirement plans (the "Shared Trust Exemptive Order"); and

       WHEREAS, the Company has registered or will register certain variable
life insurance policies and/or variable annuity contracts under the 1933 Act
(the "Contract"); and

       WHEREAS, the Company has registered or will register each Account as a
unit investment trust under the 1940 Act; and

<PAGE>

       WHEREAS, the Company desires to utilize shares of one or more Portfolios
as an investment vehicle of the Accounts;

       NOW THEREFORE, in consideration of their mutual promises, the parties
agree as follows:

                                   ARTICLE I.
                              Sale of Trust Shares

       1.1. The Trust shall make shares of its Portfolios available to the
Accounts at the net asset value next computed after receipt of such purchase
order by the Trust, as established in accordance with the provisions of the then
current prospectus of the Trust. The Company will transmit orders from time to
time to the Trust for the purchase of shares of the Portfolios as directed by
Contract owners. The Trustees of the Trust (the "Trustees") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Trustees
acting in good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interest of the shareholders of
such Portfolio.

       1.2. The Company shall submit payment for shares of the Portfolios no
later than 12:00 noon New York time on the next Business Day after the Trust
receives the order pursuant to Section 1.1. Payments shall be made in federal
funds transmitted by wire to the Trust. Upon receipt by the Trust of the federal
funds so wired, such funds shall cease to be the responsibility of the Company
and shall become the responsibility of the Trust for this purpose. "Business
Day" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Trust calculates its net asset value pursuant to the rules of
the Securities and Exchange Commission.

       1.3. The Trust will redeem any full or fractional shares of any Portfolio
when requested by the Company on behalf of an Account at the net asset value
next computed after receipt by the Trust (or its agent) of the request for
redemption, as established in accordance with the provisions of the then current
prospectus of the Trust. The Trust shall make payment for such shares in the
manner established from time to time by the Trust, but in no event shall payment
be delayed for greater period than is permitted by the 1940 Act.

       1.4. Issuance and transfer of the Trust's shares will be by book entry
only. Stock certifications will not be issued to the Company or the Account.
Shares ordered from the Trust will be recorded in the appropriate title for each
Account or the appropriate subaccount of each Account.

       1.5. The Trust shall furnish prompt notice to the Company of any income
dividends or capital gain distributions payable on the Trust's shares. The
Company hereby elects to receive all such income dividends and capital gain
distributions as are payable

                                       2
<PAGE>

on a Portfolio's shares in additional shares of that Portfolio. The Trust
shall notify the Company of the number of shares so issued as payment of such
dividends and distributions.

       1.6. The Trust shall calculate its net asset value on each Business Day,
as defined in Section 1.2. The Trust shall make the net asset value per share
for each Portfolio available to the Company on a daily basis as soon as
reasonably practical after the net asset value per share is calculated and shall
use its best efforts to make such net asset value per share available by 6 p.m.
New York time.

       1.7. The Trust agrees that its shares will be sold only to Participating
Insurance Companies and their separate accounts and to certain qualified pension
and retirement plans to the extent permitted by the Shared Trust Exemptive
Order. No shares of any Portfolio will be sold directly to the general public.
The Company agrees that Trust shares will be used only for the purposes of
funding the Contracts and Accounts listed in Schedule A, as amended from time to
time.

       1.8. The Trust agrees that all Participating Insurance Companies shall
have the obligations and responsibilities regarding pass-through voting and
conflicts of interest corresponding to those contained in Section 2.8 and
Article IV of this Agreement.


                                   ARTICLE II.
                           Obligations of the Parties

       2.1. The Trust shall prepare and be responsible for filing with the
Securities and Exchange Commission and any state regulators requiring such
filing all shareholder reports, notices, proxy materials (or similar materials
such as voting instruction solicitation materials), prospectuses and statements
of additional information of the Trust. The Trust shall bear the costs of
registration and qualification of its shares, preparation and filing of the
documents listed in this Section 2.1. and all taxes to which an issuer is
subject on the issuance and transfer of its shares.

       2.2. At the option of the Company, the Trust shall either (a) provide the
Company (at the Company's expense) with as many copies of the Trust's current
prospectus, annual report, semi-annual report and other shareholder
communications, including any amendments or supplements to any of the foregoing,
as the Company shall reasonably request; or (b) provide the Company with a
camera ready copy of such documents in a form suitable for printing. The Trust
shall provide the Company with a copy if its statement of additional information
in a form suitable for duplication by the Company. The Trust (at its expense)
shall provide the Company with copies of any Trust-sponsored proxy materials in
such quantity as the Company shall reasonably require for distribution to
Contract owners.

                                       3
<PAGE>

       2.3. The Company shall bear the costs of printing and distributing the
Trust's prospectus, statement of additional information, shareholder reports and
other shareholder communications to owners of and applicants for policies for
which the Trust is serving or is to serve as an investment vehicle. The Company
shall bear the costs of distributing proxy materials (or similar materials such
as voting solicitation instructions) to Contract owners. The Company assumes
sole responsibility for ensuring that such materials are delivered to Contract
owners in accordance with applicable federal and state securities laws.

       2.4. The Company agrees and acknowledges that the Trust's adviser, Janus
Capital Corporation ("Janus Capital"), is the sole owner of the name and mark
"Janus" and that all use of any designation comprised in whole or part of Janus
(a "Janus Mark") under this Agreement shall inure to the benefit of Janus
Capital. Except as provided in Section 2.5, the Company shall not use any Janus
Mark on its own behalf or on behalf of the Accounts or Contracts in any
registration statement, advertisement, sales literature or other materials
relating to the Accounts or Contracts without the prior written consent of Janus
Capital. Upon termination of this Agreement for any reason, the Company shall
cease all use of any Janus Mark(s) as soon as reasonably practicable.

       2.5. The Company shall furnish, or cause to be furnished, to the Trust or
its designee, a copy of each Contract prospectus or statement of additional
information in which the Trust or its investment adviser is named prior to the
filing of such document with the Securities and Exchange Commission. The Company
shall furnish, or shall cause to be furnished, to the Trust or its designee,
each piece of sales literature or other promotional material in which the Trust
or its investment adviser is named, at least fifteen Business Days prior to its
use. No such material shall be used if the Trust or its designee reasonably
objects to such use within fifteen Business Days after receipt of such material.

       2.6. The Company shall not give any information or make any
representations or statements on behalf of the Trust or concerning the Trust or
its investment adviser in connection with the sale of the Contracts other than
information or representations contained in and accurately derived from the
registration statement or prospectus for the Trust shares (as such registration
statement and prospectus may be amended or supplemented from time to time),
reports of the Trust, Trust-sponsored proxy statements, or in sales literature
or other promotional material approved by the Trust or its designee, except as
required by legal process or regulatory authorities or with the written
permission of the Trust or its designee.

       2.7. The Trust shall not give any information or make any representations
or statements on behalf of the Company or concerning the Company, the Accounts
or the Contracts other than information or representations contained in and
accurately derived from the registration statement or prospectus for the
Contracts (as such registration statement and prospectus may be amended or
supplemented from time to time), or in materials approved by the Company for
distribution including sales literature or other

                                       4
<PAGE>

promotional materials, except as required by legal process or regulatory
authorities or with the written permission of the Company.

       2.8. So long as, and to the extent that the Securities and Exchange
Commission interprets the 1940 Act to require pass-through voting privileges for
variable policyowners, the Company will provide pass-through voting privileges
to owners of policies whose cash values are invested, through the Accounts, in
shares of the Trust. The Trust shall require all Participating Insurance
Companies to calculate voting privileges in the same manner and the Company
shall be responsible for assuring that the Accounts calculate voting privileges
in the manner established by the Trust. With respect to each Account, the
Company will vote shares of the Trust held by the Account and for which no
timely voting instructions from policyowners are received as well as shares it
owns that are held by that Account, in the same proportion as those shares for
which voting instructions are received. The Company and its agents will in no
way recommend or oppose or interfere with the solicitation of proxies for Trust
shares held by Contract owners without the prior written consent of the Trust,
which consent may be withheld in the Trust's sole discretion.

                                  ARTICLE III.
                         Representations and Warranties

       3.1. The Company represents and warrants that it is an insurance company
duly organized and in good standing under the laws of the State of Connecticut
and that it has legally and validly established each Account as a segregated
asset account under such law on the date set forth in Schedule A.

       3.2. The Company represents and warrants that it has registered or, prior
to any issuance or sale of the Contracts, will register each Account as a unit
investment trust in accordance with the provisions of the 1940 Act to serve as a
segregated investment account for the Contracts.

       3.3. The Company represents and warrants that the Contracts will be
registered under the 1933 Act prior to any issuance or sale of the Contracts;
the Contracts will be issued and sold in compliance in all material respects
with all applicable federal and state laws; and the sale of the Contracts shall
comply in all material respects with state insurance suitability requirements.

       3.4. The Trust represents and warrants that it is duly organized and
validly existing under the laws of the State of Delaware.

       3.5. The Trust represents and warrants that the Trust shares offered and
sold pursuant to this Agreement will be registered under the 1933 Act and the
Trust shall be registered under the 1940 Act prior to any issuance or sale of
such shares. The Trust shall amend its registration statement under the 1933 Act
and the 1940 Act from time to time as required in order to effect the continuous
offering of its shares. The Trust shall register

                                       5
<PAGE>

and qualify its shares for sale in accordance with the laws of the various
states only if and to the extent deemed advisable by the Trust.

       3.6. The Trust represents and warrants that the investments of each
Portfolio will comply with the diversification requirements set forth in Section
817(h) of the Internal Revenue Code of 1986, as amended, and the rules and
regulations thereunder.


                                   ARTICLE IV.
                               Potential Conflicts

       4.1. The parties acknowledge that the Trust's shares may be made
available for investment to other Participating Insurance Companies. In such
event, the Trustees will monitor the Trust for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
participating Insurance Companies. An irreconcilable material conflict may arise
for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by variable annuity contract and variable life insurance contract owners; or (f)
a decision by an insurer to disregard the voting instructions of contract
owners. The Trustees shall promptly inform the Company if they determine that an
irreconcilable material conflict exists and the implications thereof.

       4.2. The Company agrees to promptly report any potential or existing
conflicts of which it is aware to the Trustees. The Company will assist the
Trustees in carrying out their responsibilities under the Shared Trustee
Exemptive Order by providing the Trustees with all information reasonably
necessary for the Trustees to consider any issues raised including, but not
limited to, information as to a decision by the Company to disregard Contract
owner voting instructions.

       4.3. If it is determined by a majority of the Trustees, or a majority of
its disinterested Trustees, that a material irreconcilable conflict exists that
affects the interests of Contract owners, the Company shall, in cooperation with
other Participating Insurance Companies whose contract owners are also affected,
at its expense and to the extent reasonably practicable (as determined by the
Trustees) take whatever steps are necessary to remedy or eliminate the
irreconcilable material conflict, which steps could include: (a) withdrawing the
assets allocable to some or all of the Accounts from the Trust or any Portfolio
and reinvesting such assets in a different investment medium, including (but not
limited to) another Portfolio of the Trust, or submitting the question of
whether or not such segregation should be implemented to a vote of all affected
Contract owners and, as appropriate, segregating the assets of any appropriate
group (i.e., annuity contract owners, life insurance contract owners, or
variable contract owners of one or

                                       6
<PAGE>

more Participating Insurance Companies) that votes in favor of such segregation,
or offering to the affected contract owners the option of making such a change;
and (b) establishing a new registered management investment company or managed
separate account.

       4.4. If a material irreconcilable conflict arises because of a decision
by the Company to disregard Contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Trust's election, to withdraw the affected Account's
investment in the Trust and terminate this Agreement with respect to such
Account; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested Trustees. Any such withdrawal
and termination must take place within six (6) months after the Trust gives
written notice that this provision is being implemented. Until the end of such
six (6) month period, the Trust shall continue to accept and implement orders by
the Company for the purchase and redemption of shares of the Trust.

       4.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Trust and terminate this Agreement with
respect to such Account within six (6) months after the Trustees inform the
Company in writing that it has determined that such decision has created an
irreconcilable material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the disinterested
Trustees. Until the end of such six (6) month period, the Trust shall continue
to accept and implement orders by the Company for the purchase and redemption of
shares of the Trust.

       4.6. For purposes of Section 4.3 and 4.6 of this Agreement, a majority of
the disinterested Trustees shall determine whether any proposed action
adequately remedies any irreconcilable material conflict, but in no event will
the Company be required to establish a new funding medium for the Contracts if
an offer to do so has been declined by vote of a majority of Contract owners
materially adversely affected by the irreconcilable material conflict. In the
event that the Trustees determine that any proposed action does not adequately
remedy any irreconcilable material conflict, then the Company will withdraw the
Account's investment in the Trust and terminate this Agreement within six (6)
months after the Trustees inform the Company in writing of the foregoing
determination; provided, however, that such withdrawal and termination shall be
limited to the extent required by any such material irreconcilable conflict as
determined by a majority of the disinterested Trustees.

       4.7. The Company shall at least annually submit to the Trustees such
reports, materials or data as the Trustees may reasonably request so that the
Trustees may fully carry out the duties imposed upon them by the Shared Trust
Exemptive Order, and said

                                       7
<PAGE>

reports, materials and data shall be submitted more frequently if deemed
appropriate by the Trustees.

       4.8. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the 1940
Act or the rules promulgated thereunder with respect to mixed or shared funding
(as defined in the Shared Trust Exemptive Order) on terms and conditions
materially different from those contained in the Shared Trust Exemptive Order,
then the Trust and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable.


                                   ARTICLE V.
                                 Indemnification

       5.1. Indemnification By the Company. The Company agrees to indemnify and
hold harmless the Trust and each of its Trustees, officers, employees and agents
and each person, if any, who controls the Trust within the meaning of Section 15
of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this
Article V) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of the Company) or expenses
(including the reasonable costs of investigating or defending any alleged loss,
claim, damage, liability or expense and reasonable legal counsel fees incurred
in connection therewith) (collectively, "Losses"), to which the Indemnified
Parties may become subject under any statute or regulation, or at common law or
otherwise, insofar as such Losses:

         (a)    arise out of or are based upon any untrue statements or alleged
                untrue statements of any material fact contained in a
                registration statement or prospectus for the Contracts or in the
                Contracts themselves or in sales literature generated or
                approved by the Company on behalf of the Contracts or Accounts
                (or any amendment or supplement to any of the foregoing)
                (collectively, "Company Documents" for the purposes of this
                Article V), or arise out of or are based upon the omission or
                the alleged omission to state therein a material fact required
                to be stated therein or necessary to make the statements therein
                not misleading, provided that this indemnity shall not apply as
                to any Indemnified Party if such statement or omission or such
                alleged statement or omission was made in reliance upon and was
                accurately derived from written information furnished to the
                Company by or on behalf of the Trust for use in Company
                Documents or otherwise for use in connection with the sale of
                the Contracts or Trust shares; or

         (b)    arise out of or result from statements or representations (other
                than statements or representations contained in and accurately
                derived from Trust Documents as defined in Section 5.2(a) or
                wrongful conduct of the

                                       8
<PAGE>

                Company or persons under its control, with respect to the sale
                or acquisition of the Contracts or Trust shares; or

         (c)    arise out of or result from any untrue statement or alleged
                untrue statement of a material fact contained in Trust Documents
                as defined in Section 5.2(a) or the omission or alleged omission
                to state therein a material fact required to be stated therein
                or necessary to make the statements therein not misleading if
                such statement or omission was made in reliance upon and
                accurately derived from written information furnished to the
                Trust by or on behalf of the Company; or

         (d)    arise out of or result from any failure by the Company to
                provide the services or furnish the materials required under the
                terms of this Agreement; or

         (e)    arise out of or result from any material breach of any
                representation and/or warranty made by the Company in this
                Agreement or arise out of or result from any other material
                breach of this Agreement by the Company.

       5.2. Indemnification By the Trust. The Trust agrees to indemnify and hold
harmless the Company and each of its directors, officers, employees and agents
and each person, if any, who controls the Company within the meaning of Section
15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes of this
Article V) against any and all losses, claims, damages, liabilities (including
amounts paid in settlement with the written consent of the Trust) or expenses
(including the reasonable costs of investigating or defending any alleged loss,
claim, damage, liability or expense and reasonable legal counsel fees incurred
in connection therewith) (collectively, "Losses"), to which the Indemnified
Parties may become subject under any statute or regulation, or at common law or
otherwise, insofar as such Losses:

         (a)    arise out of or are based upon any untrue statements or alleged
                untrue statements of any material fact contained in a
                registration statement or prospectus for the Trust (or any
                amendment or thereto) (collectively, "Trust Documents" for the
                purposes of this Article V), or arise out of or are based upon
                the omission or the alleged omission to state therein a material
                fact required to be stated therein or necessary to make the
                statements therein not misleading, provided that this indemnity
                shall not apply as to any Indemnified Party if such statement or
                omission or such alleged statement or omission was made in
                reliance upon and was accurately derived from written
                information furnished to the Trust by or on behalf of the
                Company for use in Trust Documents or otherwise for use in
                connection with the sale of the Contracts or Trust shares; or

         (b)    arise out of or result from statements or representations (other
                than statements or representations contained in and accurately
                derived from Company

                                       9
<PAGE>

                Documents) or wrongful conduct of the Trust or persons under its
                control, with respect to the sale or acquisition of the
                Contracts or Trust shares; or

         (c)    arise out of or result from any untrue statement or alleged
                untrue statement of a material fact contained in Company
                Documents or the omission or alleged omission to state therein a
                material fact required to be stated therein or necessary to make
                the statements therein not misleading if such statement or
                omission was made in reliance upon and accurately derived from
                written information furnished to the Company by or on behalf of
                the Trust; or

         (d)    arise out of or result from any failure by the Trust to provide
                the services or furnish the materials required under the terms
                of this Agreement; or

         (e)    arise out of or result from any material breach of any
                representation and/or warranty made by the Trust in this
                Agreement or arise out of or result from any other material
                breach of this Agreement by the Trust.

       5.3. Neither the Company nor the Trust shall be liable under the
indemnification provisions of Sections 5.1 or 5.2, as applicable, with respect
to any Losses incurred or assessed against an Indemnified party that arise from
such Indemnified party's willful misfeasance, bad faith or negligence in the
performance of such Indemnified party's duties or by reasons of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement.

       5.4. Neither the Company nor the Trust shall be liable under the
indemnification provisions of Sections 5.1 or 5.2, as applicable, with respect
to any claim made against an Indemnified Party unless such Indemnified Party
shall have notified the other party in writing within a reasonable time after
the summons, or other first written notification, giving information of the
nature of the claim shall have been served upon or otherwise received by such
Indemnified Party (or after such Indemnified party shall have received notice of
service upon or other notification to any designated agent), but failure to
notify the party against whom indemnification is sought of any such claim shall
not relieve that party from any liability which it may have to the Indemnified
party in the absence of Sections 5.1 and 5.2.

       5.5. In case any such action is brought against the Indemnified Parties,
the indemnifying party shall be entitled to participate, at its own expense, in
the defense of such action. The indemnifying party also shall be entitled to
assume the defense thereof, with counsel reasonably satisfactory to the party
named in the action. After notice from the indemnifying party to the Indemnified
Party of an election to assume such defense, the Indemnified Party shall bear
the fees and expenses of any additional counsel retained by it, and the
indemnifying party will not be liable to the Indemnified party under this
Agreement for any legal or other expenses subsequently incurred by such party
independently in connection with the defense thereof other than reasonable costs
of investigation.
                                       10
<PAGE>






                                  [BLANK PAGE]






                                       11
<PAGE>


                                   ARTICLE VI.
                                   Termination

       6.1. This Agreement may be terminated by either party for any reason by
ninety (90) days advance written notice delivered to the other party.

       6.2. Notwithstanding any termination of this Agreement, the Trust shall,
at the option of the Company, continue to make available additional shares of
the Trust (or any Portfolio) pursuant to the terms and conditions of this
Agreement for all Contracts in effect on the effective date of termination of
this Agreement, provided that the Company continues to pay the costs set forth
in Section 2.3

       6.3. The provisions of Article V shall survive the termination of this
Agreement, and the provisions of Article IV and Section 2.8 shall survive the
termination of this Agreement as long as shares of the Trust are held on behalf
of Contract owners in accordance with Section 6.2.

                                  ARTICLE VII.
                                     Notices

         Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.

       If to the Trust:

              100 Fillmore Street, Suite 300
              Denver, Colorado 80206
              Attention:  David C. Tucker, Esq.

       If to the Company:

              151 Farmington Avenue
              Hartford, Connecticut 06156
              Attention:  Barrett N. Sidel, RE4C


                                  ARTICLE VIII.
                                  Miscellaneous

       8.1. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

       8.2. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

                                       12
<PAGE>

       8.3. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

       8.4. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of State of Colorado

       8.5. The parties to this Agreement acknowledge and agree that all
liabilities of the Trust arising, directly or indirectly, under this Agreement,
of any and every nature whatsoever, shall be satisfied solely out of the assets
of the Trust and that no Trustee, officer, agent or holder of shares of
beneficial interest of the Trust shall be personally liable for any such
liabilities.

       8.6. Each party shall cooperate with each other party and all appropriate
governmental authorities (including without limitation the SEC, the NASD and
state insurance regulators) and shall permit such authorities reasonable access
to its books and records in connection with any investigation or inquiry
relating to this Agreement or the transactions contemplated hereby.

       8.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.

       8.8. The parties to this Agreement acknowledge and agree that this
Agreement shall not be exclusive in any respect.

       8.9. Neither this Agreement nor any rights or obligations hereunder may
be assigned by either party without the prior written approval of the other
party.

       8.10. No provisions of this Agreement may be amended or modified in any
manner except by a written agreement properly authorized and executed by both
parties.

                                       13
<PAGE>


       IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Participation Agreement as of the date and year first
above written.

       AETNA LIFE INSURANCE
       AND ANNUITY COMPANY

       By: /s/ Scott A. Striegel
           ---------------------
       Name:  Scott A. Striegel
       Title: Senior Vice President


       JANUS ASPEN SERIES

       By: /s/ Jack R. Thompson
           --------------------
       Name:  Jack R. Thompson
       Title: Senior Vice President


                                       14
<PAGE>


                                   Schedule A
                   Separate Accounts and Associated Contracts

Name of Separate Account and
Date Established by Board of Directors

Separate Account Variable Annuity Account B was organized as a separate account
of the Company on June 25, 1974 pursuant to authorization given by vote of the
Company's Board of Directors on May 10, 1974.

                      Contracts Funded by Separate Account
                           Variable Annuity Account B


CDA-66A                    PT-CDA-66                  I-CDA-HI(NQ/TX)*
CDA-66                     PT-CDA-66A                 I-CDA-HI(NQ/WA)*
GA-UP-66                   PTI-CDA-GA                 I-CDA-IO(MN)*
GDA-66-(SP)                PTS-CDA-GA                 I-CDA-IA
GDA-UA-67                  INI-CDA-GA                 I-CDA-IC(NQ/MP)
GDA-PCA-67                 INS-CDA-GA                 PT-CDA-66A(NY)
GA-TF-67                   PTI-CDA-GB                 PTI-CDA-GA(NY)
GA-TF-GO                   PTI-CDA-GI                 PTS-CDA-GA(NY)
GA-UPA-GO                  ISSE-CDA-HO                INI-CDA-GA(NY)
GA-UPC-GO                  ISE-CDA-HO                 INS-CDA-GA(NY)
GQNQS-AUA-GH               INSBP-CDA-GE               IA-CDA-IA(MN)*
GQNQI-AUA-GH               IQNQI-CDA-GH               IA-CDA-IA(PA)*
GQNQJS-AUA-GH              IQNQS-CDA-GH               IA-CDA-IA(PR)*
GQNQJC-AUA-GI              IQNQI-CDA-GI               I-CDA-HD
GQNQJI-AUA-GI              IQNQS-CDA-GI               I-CDA-HD(TX/S)*
GQNQS-AUA-GI               DCAS-CDA-GE                I-CDA-HD(A)*
GQNQJS-AUA-GI              DRPAI-CDA-GE               PTI-CDA-GB(NY)
GQNQI-AUA-GI               I-CDA-HD                   INSBP-CDA-GE(NY)
GQNQJI-AUA-GH              I-CDA-HD(A)(1)             DCAS-CDA-GE(NY)
GQNQJC-AUA-GH              I-CDA-HD(SC)*              DRPAI-CDA-GE(NY)
GLID-CDA-HO                I-CDA-HD(TX/E)*            I-CDA-HD(XC)
GID-CDA-HO                 I-CDA-HD(TX/M)*            I-CDA-IC(IR/MP)
GSD-CDA-HO                 I-CDA-HD(TX/P)*            G-CDA-HD(XC)
GLIDE-CDA-HO               I-CDA-HD(TX/S)*            GTCC-HD(XC)
G-CDA-HD                   I-CDA-HI(NQ)               GA-TF-GO(NY)
G-CDA-HD(NS)               I-CDA-HI(NQ/CT)*           GA-UPA-GO(NY)
G-CDA-HF                   I-CDA-HI(NQ/MN)*           GA-UPC-GO(NY)
G-CDA-IA(OH)               I-CDA-HI(NQ/NJ)*           I-CDA-IC(NQ/MP)
G-CDA-IB(IR)               I-CDA-HI(NQ/PA)*
G-CDA-IC(IR)               I-CDA-HI(NQ/SC)*


- ------------
(1)  Contract for use in MN and MO
*    State specific forms

                                       A-1
<PAGE>



                   Separate Accounts and Associated Contracts

Name of Separate Account and
Date Established by Board of Directors

Separate Account Variable Annuity Account C was organized as a separate account
of the Company on June 25, 1974 pursuant to authorization given by vote of the
Company's Board of Directors on May 10, 1974.

                      Contracts Funded by Separate Account
                           Variable Annuity Account C

CDA-66A             HR10-DUA-GIA         DRPAI-CDA-GE          PTI-CDA-GA(NY)
CDA-66              HR10S-DUA-GI         IHRIRS-CDA-GH         PTS-CDA-GA(NY)
GA-UP-66            GIT-CDA-HO           IHRIRI-CDA-GH         INI-CDA-GA(NY)
GDA-66-(SP)         GLID-CDA-HO          IQNQI-CDA-GH          INS-CDA-GA(NY)
GDA-UA-67           GLIT-CDA-HO          IQNQS-CDA-GH          PTI-CDA-GB(NY)
GDA-PCA-67          GID-CDA-HO           IHRIRI-CDA-GI         INSBP-CDA-GE(NY)
GA-TF-67            GST-CDA-HO           IHRIRS-CDA-GI         TRPAI-CDA-GE(NY)
GA-TF-GO            GSD-CDA-HO           IQNQI-CDA-GI          TPRAS-CDA-GE(NY)
GA-UPA-GO           GIH-CDA-HB           IQNQS-CDA-GI          DCAS-CDA-GE(NY)
GA-UPC-GO           G-CDA-HD             PTI-CDA-GI            DRPAI-CDA-GE(NY)
GDA-PCA-GO          G-CDA-HD(NS)         IMT-CDA-HO            G-CDA-HD(XC)
GDA-OA-GO           G-CDA-HF             IST-CDA-HO            GTCC-HD(XC)
GDA-UA-GO           G-CDA-IA(RP)         ISP-CDA-HO            G-CDA-HD(X)
GDA-UPA-GO          G-CDA-IB(ORP)(1)     I-CDA-HD              G-TDA-HH(XC/M)
GA-TF-68            G-CDA-IB(TORP)(1)    I-CDA-HD(A)(3)        GTCC-HH(XC/M)
GP-DUA-GF           G-CDA-IB-(AORP)      I-CDA-HD(SC)*         G-TDA-HH(XC/S)
GVF-PI-GF           G-CDA-IB(ATORP)      I-CDA-HD(TX/E)*       GTCC-HH(XC/S)
GP-DUA-GFA          G-CDA-IC(A)(2)       I-CDA-HD(TX/M)*       G-CDA-IA(RPM/XC)
GVF-PS-GF           G-CDA-HG(401)        I-CDA-HD(TX/P)*       GTCC-IA(RPM/XC)
GVF-PI-GG           G-TDA-HG             I-CDA-HD(TX/S)*       G-CDA-IB(XC/SM)
GVF-PS-GG           G-CDA-IA(OH)         I-CDA-IO(MN)*         GC403-IB(XC/SM)
GQNQS-AUA-GH        PT-CDA-66            IA-CDA-IA             I-CDA-HD(XC)
GQNQI-AUA-GH        PT-CDA-66A           IA-CDA-IA(MN)*        GA-TF-GO(NY)
GQNQJS-AUA-GH       PTI-CDA-GA           IA-CDA-IA(PA)*        GA-UPA-GO(NY)
GQNQJI-AUA-GH       PTS-CDA-GA           IA-CDA-IA(PR)*        GA-UPC-GO(NY)
GQNQJC-AUA-GH       INI-CDA-GA           IP-CDA-IB             GDA-PCA-GO(NY)
GQNQJC-AUA-GI       INS-CDA-GA           IP-CDA-IB(WI)*        GCD-OA-GO(NY)
GQNQJI-AUA-GI       PTI-CDA-GB           IP-CDA-IB(MN)*        GDA-UA-GO(NY)
GQNQS-AUA-GI        INSBP-CDA-GE         I-CDA-HD              G-TDA-HG(X)
GQNQJS-AUA-GI       TRPAI-CDA-GE         I-CDA-HD(TX/S)*
GQNQI-AUA-GI        TPRAS-CDA-GE         I-CDA-HD(A)*
HR10-DUA-GI         DCAS-CDA-GE          PT-CDA-66A(NY)


- ------------
(1)  Contract for use in ME, OK, SC, and TN only
(2)  Contract for use in CT, IL and MT
(3)  Contract for use in MN and MO
*    State specific forms

                                      A-2
<PAGE>


                   Separate Accounts and Associated Contracts


Name of Separate Account and
Date Established by Board of Directors

Separate Account Variable Life Account B was organized as a separate account of
the Company pursuant to authorization given by vote of the Company's Board of
Directors on June 18, 1986.

                      Contracts Funded by Separate Account
                             Variable Life Account B

        38899          38899-90           38899-93         70180-93US

                                       A-3
<PAGE>


                       AMENDMENT NO. 1 DATED JUNE 15, 1994
              TO FUND PARTICIPATION AGREEMENT DATED APRIL 19, 1994


       WHEREAS, as Janus Aspen Series (the "Trust") and Aetna Life Insurance &
Annuity Company (the "Company") entered into a Fund Participation Agreement
dated April 19, 1994 (the "Agreement"):

       WHEREAS, the parties agree that it is mutually beneficial to appoint the
Company as the Trust's agent for the limited purpose of accepting purchase and
redemption orders for shares of the Trust's portfolios;

       NOW, THEREFORE, the parties hereby agree that the Agreement shall be
amended as follows:

       1.    Section 1.1 is amended to read as follows"

       1.1 The Trust shall make shares of its Portfolios available to the
Accounts at the net asset value next computed after receipt of such purchase
order by the Trust (or its agent), as established in accordance with the
provisions of the then current prospectus of the Trust. The Company will
transmit orders from time to time to the Trust for the purchase of shares of the
Portfolios as directed by Contract owners. The Trustees of the Trust (the
"Trustees") may refuse to sell shares of any Portfolio to any person, or suspend
or terminate the offering of shares of any Portfolio if such action is required
by law or by regulatory authorities having jurisdiction or is, in the sole
discretion of the Trustees acting in good faith and in light of their fiduciary
duties under federal and any applicable state laws, necessary and in the best
interests of the shareholders of such Portfolio.

       2.    A new Section 1.9 shall be added to read as follows:

       1.9 For the purposes of Section 1.1 and 1.3, the Trust hereby appoints
the Company as its agent for the limited purpose of receiving and accepting
purchase and redemption orders for shares of the Portfolios resulting from
investment in and payments under the Contracts. Receipt of such orders by the
Company shall constitute receipt by the Trust provided that i) such orders
received by the Company in good order prior to the time the net asset value of
each Portfolio is priced in accordance with its prospectus and ii) the Trust
receives notice of such orders by 10:00 a.m. New York time on the next following
Business Day, as defined in Section 1.2.

       3. All other terms of the Agreement shall remain in full force and
effect.


- ------------
1    Contract for use in ME, OK, SC, and TN only
2    Contract for use in CT, IL and MT
3    Contract for use in MN and MO
4    State specific forms

                                       A-4
<PAGE>


       IN WITNESS WHEREOF, the parties have caused their duly authorized
officers to execute this Amendment No. 1 as of June 15, 1994.


                                    AETNA LIFE INSURANCE & ANNUITY
                                    COMPANY


              By: /s/ Scott A. Striegel
                  ---------------------
              Name:   Scott A. Striegel
              Title:  Senior Vice President


              JANUS ASPEN SERIES

              By: /s/ David C. Tucker
              -----------------------
              Name:   David C. Tucker
              Title:  Vice President


- ------------
1    Contract for use in ME, OK, SC, and TN only
2    Contract for use in CT, IL and MT
3    Contract for use in MN and MO
4    State specific forms

                                       A-5
<PAGE>


                   AMENDMENT NO. 2 DATED JULY 31, 1995 TO FUND
                  PARTICIPATION AGREEMENT DATED APRIL 19, 1994

                                   WITNESSETH

       WHEREAS, the Janus Aspen Series (the "Trust") and Aetna Life Insurance
and Annuity Company (the "Company") entered into a Fund Participation Agreement,
dated April 19, 1994, as supplemented by Amendment No. 1 dated June 15, 1994
(the "Original Agreement"); and

       WHEREAS, the Company and the Trust now desire to modify the Original
Agreement to add additional Contracts funded by each Account.

       NOW THEREFORE, in consideration of the premises and the mutual covenants
and promises expressed herein, the parties agree as follows:

1.   Schedule A of the Original Agreement is hereby deleted and replaced with
     Schedule A attached hereto, effective as of July 1, 1995;

2.   the Original Agreement, as supplemented by this Amendment No. 2, is
     ratified and confirmed; and

3.   this Amendment No. 2 may be executed in two or more counterparts, which
     together shall constitute one instrument.

       IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of
the date first above written.

AETNA LIFE INSURANCE AND                      JANUS ASPEN SERIES
   ANNUITY COMPANY

By:/s/ Scott Striegel                         By:/s/ Deborah E. Bielicke
- ----------------------------                  --------------------------
Name: Scott Striegel                          Name: Deborah E. Bielicke
Title: Senior Vice President                  Title: Assistant Vice President


- ------------
1    Contract for use in ME, OK, SC, and TN only
2    Contract for use in CT, IL and MT
3    Contract for use in MN and MO
4    State specific forms

                                       A-6
<PAGE>


                                   Schedule A
                   Separate Accounts and Associated Contracts


Name of Separate Account and
Date Established by Board of Directors

Separate Account Variable Annuity Account B was organized as a separate account
of the Company on June 25, 1974 pursuant to authorization given by vote of the
Company's Board of Directors on May 10, 1974.

                      Contracts Funded by Separate Account
                           Variable Annuity Account B

CDA-66A                 PTI-CDA-GA             I-CDA-IC(NQ/MP)
CDA-66                  PTS-CDA-GA             PT-CDA-66A(NY)
GA-UP-66                INI-CDA-GA             PTI-CDA-GA(NY)
GDA-66-(SP)             INS-CDA-GA             PTS-CDA-GA(NY)
GDA-UA-67               PTI-CDA-GB             INI-CDA-GA(NY)
GDA-PCA-67              PTI-CDA-GI             INS-CDA-GA(NY)
GA-TF-67                ISSE-CDA-HO            IA-CDA-IA(MN)*
GA-TF-GO                ISE-CDA-HO             IA-CDA-IA(PA)*
GA-UPA-GO               INSBP-CDA-GE           IA-CDA-IA(PR)*
GA-UPC-GO               IQNQI-CDA-GH           I-CDA-HD
GQNQS-AUA-GH            IQNQS-CDA-GH           I-CDA-HD(TX/S)*
GQNQI-AUA-GH            IQNQI-CDA-GI           I-CDA-HD(A)*
GQNQJS-AUA-GH           IQNQS-CDA-GI           PTI-CDA-GB(NY)
GQNQJC-AUA-GI           DCAS-CDA-GE            INSBP-CDA-GE(NY)
GQNQJI-AUA-GI           DRPAI-CDA-GE           DCAS-CDA-GE(NY)
GQNQS-AUA-GI            I-CDA-HD               DRPAI-CDA-GE(NY)
GQNQJS-AUA-GI           I-CDA-HD(A)(1)         I-CDA-HD(XC)
GQNQI-AUA-GI            I-CDA-HD(SC)*          I-CDA-IC(IR/MP)
GQNQJI-AUA-GH           I-CDA-HD(TX/E)*        G-CDA-HD(XC)
GQNQJC-AUA-GH           I-CDA-HD(TX/M)*        GTCC-HD(XC)
GLID-CDA-HO             I-CDA-HD(TX/P)*        GA-TF-GO(NY)
GID-CDA-HO              I-CDA-HD(TX/S)*        GA-UPA-GO(NY)
GSD-CDA-HO              I-CDA-HI(NQ)           GA-UPC-GO(NY)
GLIDE-CDA-HO            I-CDA-HI(NQ/CT)*       I-CDA-IC(NQ/MP)
G-CDA-HD                I-CDA-HI(NQ/MN)*       I-CDA-IC(IR/NY)
G-CDA-HD-(NS)           I-CDA-HI(NQ/NJ)*       I-CDA-IC(NQ/NY)
G-CDA-HF                I-CDA-HI(NQ/PA)*       G-CDA-IC(NQ)
G-CDA-IA(OH)            I-CDA-HI(NQ/SC)*       GMCC-IC(NQ)
G-CDA-IB(IR)            I-CDA-HI(NQ/TX)*       I-CDA-IA
G-CDA-IC(IR)            I-CDA-HI(NQ/WA)*       G-CDA-ID(DC)
PT-CDA-66               I-CDA-IO(MN)*          G-CDA-GP1(4/94)
PT-CDA-66A              I-CDA-IA               I-CDA-GP1(4/94)


- ------------
(1)  Contract for use in MN and MO
*    State specific forms

                                       A-1
<PAGE>


                   Separate Accounts and Associated Contracts


Name of Separate Account and
Date Established by Board of Directors

Separate Account Varialbe Annuity Account C was organized as a separate account
of the Company on June 25, 1974 pursuant to authorization given by vote of the
Company's Board of Directors on May 10, 1974.

        Contracts Funded by Separate Account Variable Annuity Account C

CDA-66A            GIT-CDA-HO          IQNQS-CDA-GH           TRPAI-CDA-GE(NY)
CDA-66             GLID-CDA-HO         IHRIRI-CDA-GI          TPRAS-CDA-GE(NY)
GA-UP-66           GLIT-CDA-HO         IHRIRS-CDA-GI          DCAS-CDA-GE(NY)
GDA-66-(SP)        GID-CDA-HO          IQNQI-CDA-GI           DRPAI-CDA-GE(NY)
GDA-UA-67          GST-CDA-HO          IQNQS-CDA-GI           G-CDA-HD(XC)
GDA-PCA-67         GSD-CDA-HO          PTI-CDA-GI             GTCC-HD(XC)
GA-TF-67           GIH-CDA-HB          IMT-CDA-HO             G-CDA-HD(X)
GA-TF-GO           G-CDA-HD            IST-CDA-HO             G-TDA-HH(XC/M)
GA-UPA-GO          G-CDA-HD(NS)        ISP-CDA-HO             GTCC-HH(XC/M)
GA-UPC-GO          G-CDA-HF            I-CDA-HD               G-TDA-HH(XC/S)
GDA-PCA-GO         G-CDA-IA(RP)        I-CDA-HD(A)(3)         GTCC-HH(XC/S)
GDA-OA-GO          G-CDA-IB(ORP)(2)    I-CDA-HD(SC)*          G-CDA-IA(RPM/XC)
GDA-UA-GO          G-CDA-IB(TORP)(1)   I-CDA-HD(TX/E)*        GTCC-IA(RPM/XC)
GDA-UPA-GO         G-CDA-IB-(AORP)     I-CDA-HD(TX/M)*        G-CDA-IB(XC/SM)
GA-TF-68           G-CDA-IB(ATORP)     I-CDA-HD(TX/P)*        GC403-IB(XC/SM)
GP-DUA-GF          G-CDA-IC(A)(3)      I-CDA-HD(TX/S)*        I-CDA-HD(XC)
GVF-PI-GF          G-CDA-HG(401)       I-CDA-IO(MN)*          GA-TF-GO(NY)
GP-DUA-GFA         G-TDA-HG            IA-CDA-IA              GA-UPA-GO(NY)
GVF-PS-GF          G-CDA-IA(OH)        IA-CDA-IA(MN)*         GA-UPC-GO(NY)
GVF-PI-GG          PT-CDA-66           IA-CDA-IA(PA)*         GDA-PCA-GO(NY)
GVF-PS-GG          PT-CDA-66A          IA-CDA-IA(PR)*         GCD-OA-GO(NY)
CQNQS-AUA-GH       PTI-CDA-GA          IP-CDA-IB              GDA-UA-GO(NY)
GQNQI-AUA-GH       PTS-CDA-GA          IP-CDA-IB(WI)*         G-TDA-HG(X)
GQNQJS-AUA-GH      INI-CDA-GA          IP-CDA-IB(MN)*         G-401-IB(X/M)
GQNQJI-AUA-GH      INS-CDA-GA          I-CDA-HD               G-CDA-IA(RPM/XC)
GQNQJC-AUA-GH      PTI-CDA-GB          I-CDA-HD(TX/S)*        G-401-IB(X/M)
GQNQJC-AUA-GI      INSBP-CDA-GE        I-CDA-HD(A)*           GTCC-HF
GQNQJI-AUA-GI      TRPAI-CDA-GE        PT-CDA-66A(NY)         G-CDA-IA(RP)
GQNQS-AUA-GI       TPRAS-CDA-GE        PTI-CDA-GA(NY)         IRA-CDA-IC
GQNQJS-AUA-GI      DCAS-CDA-GE         PTS-CDA-GA(NY)         IP-CDA-IB(WA)
GQNQI-AUA-GI       DRPAI-CDA-GE        INI-CDA-GA(NY)         G-CDA-ID(DC)
HR10-DUA-GI        IHRIRS-CDA-GH       INS-CDA-GA(NY)         GIP-CDA-HB
HR10-DUA-GIA       IHRIRI-CDA-GH       PTI-CDA-GB(NY)         IA-CDA-IA
HR10S-DUA-GI       IQNQI-CDA-GH        INSBP-CDA-GE(NY)       G-CDA-IB(IR)


- ------------
(1)  Contract for use in ME, OK, SC, and TN only
(2)  Contract for use in CT, IL and MT
(3)  Contract for use in MN and MO
*    State specific forms

                                      A-2
<PAGE>


                   Separate Accounts and Associated Contracts


Name of Separate Account and
Date Established by Board of Directors

Separate Account Variable Life Account B was organized as a separate account of
the Company pursuant to authorization given by vote of the Company's Board of
Directors on June 18, 1986.

                      Contracts Funded by Separate Account
                             Variable Life Account B

   38899    28899-90    38899-93     70180-93US    70182-93US    70181-94US

<PAGE>


                   AMENDMENT NO. 3 DATED MARCH 1, 1996 TO FUND
                  PARTICIPATION AGREEMENT DATED APRIL 19, 1994

                                   WITNESSETH

       WHEREAS, the Janus Aspen Series (the "Trust") and Aetna Life Insurance
and Annuity Company (the "Company") entered into a Fund Participation Agreement,
dated April 19, 1994, as supplemented by Amendment No. 1 dated June 15, 1994 and
Amendment No. 2 dated July 31, 1995 (the "Original Agreement"); and

       WHEREAS, the Company and the Trust now desire to modify the Original
Agreement to add additional Contracts funded by Variable Annuity Account C and
Variable Life Account B.

       NOW THEREFORE, in consideration of the premises and the mutual covenants
and promises expressed herein, the parties agree as follows:

1.   Schedule A of the Original Agreement is hereby deleted and replaced with
     Schedule A attached hereto, effective as of March 1, 1996;

2.   the Original Agreement, as supplemented by this Amendment No. 3, is
     ratified and confirmed; and

3.   this Amendment No. 3 may be executed in two or more counterparts, which
     together shall constitute one instrument.

       IN WITNESS WHEREOF, the parties have executed this Amendment No. 3 as of
the date first above written.


AETNA LIFE INSURANCE AND                      JANUS ASPEN SERIES
  ANNUITY COMPANY


By: /s/ Laura R. Estes                        By: /s/ Deborah E. Bielicke
- ----------------------------                  ---------------------------
Name: Laura R. Estes                          Name: Deborah E. Bielicke
Title: Senior Vice President                  Title: Assistant Vice President


- ------------
1    Contract for use in MN and MO
*    State specific forms

                                       A-1
<PAGE>


                                   Schedule A
                   Separate Accounts and Associated Contracts

Name of Separate Account and
Date Established by Board of Directors

Separate Account Variable Annuity Account B was organized as a separate account
of the Company on June 25, 1974 pursuant to authorization given by vote of the
Company's Board of Directors on May 10, 1974.

                      Contracts Funded by Separate Account
                           Variable Annuity Account B

CDA-66A                        PTI-CDA-GA                    I-CDA-IC(NQ/MP)
CDA-66                         PTS-CDA-GA                    PT-CDA-66A(NY)
GA-UP-66                       INI-CDA-GA                    PTI-CDA-GA(NY)
GDA-66-(SP)                    INS-CDA-GA                    PTS-CDA-GA(NY)
GDA-UA-67                      PTI-CDA-GB                    INI-CDA-GA(NY)
GDA-PCA-67                     PTI-CDA-GI                    INS-CDA-GA(NY)
GA-TF-67                       ISSE-CDA-HO                   IA-CDA-IA(MN)*
GA-TF-GO                       ISE-CDA-HO                    IA-CDA-IA(PA)*
GA-UPA-GO                      INSBP-CDA-GE                  IA-CDA-IA(PR)*
GA-UPC-GO                      IQNQI-CDA-GH                  I-CDA-HD
GQNQS-AUA-GH                   IQNQS-CDA-GH                  I-CDA-HD(TX/S)*
GQNQI-AUA-GH                   IQNQI-CDA-GI                  I-CDA-HD(A)*
GQNQJS-AUA-GH                  IQNQS-CDA-GI                  PTI-CDA-GB(NY)
GQNQJC-AUA-GI                  DCAS-CDA-GE                   INSBP-CDA-GE(NY)
GQNQJI-AUA-GI                  DRPAI-CDA-GE                  DCAS-CDA-GE(NY)
GQNQS-AUA-GI                   I-CDA-HD                      DRPAI-CDA-GE(NY)
GQNQJS-AUA-GI                  I-CDA-HD(A)(1)                I-CDA-HD(XC)
GQNQI-AUA-GI                   I-CDA-HD(SC)*                 I-CDA-IC(IR/MP)
GQNQJI-AUA-GH                  I-CDA-HD(TX/E)*               G-CDA-HD(XC)
GQNQJC-AUA-GH                  I-CDA-HD(TX/M)*               GTCC-HD(XC)
GLID-CDA-HO                    I-CDA-HD(TX/P)*               GA-TF-GO(NY)
GID-CDA-HO                     I-CDA-HD(TX/S)*               GA-UPA-GO(NY)
GSD-CDA-HO                     I-CDA-HI(NQ)                  GA-UPC-GO(NY)
GLIDE-CDA-HO                   I-CDA-HI(NQ/CT)*              I-CDA-IC(NQ/MP)
G-CDA-HD                       I-CDA-HI(NQ/MN)*              I-CDA-IC(IR/NY)
G-CDA-HD(NS)                   I-CDA-HI(NQ/NJ)*              I-CDA-IC(NQ/NY)
G-CDA-HF                       I-CDA-HI(NQ/PA)*              G-CDA-IC(NQ)
G-CDA-IA(OH)                   I-CDA-HI(NQ/SC)*              GMCC-IC(NQ)
G-CDA-IB(IR)                   I-CDA-HI(NQ/TX)*              I-CDA-IA
G-CDA-IC(IR)                   I-CDA-HI(NQ/WA)*              G-CDA-ID(DC)
PT-CDA-66                      I-CDA-IO(MN)*                 G-CDA-GP1(4/94)
PT-CDA-66A                     I-CDA-IA                      I-CDA-GP1(4/94)


- ------------
(1)  Contract for use in MN and MO
*    State specific forms

                                       A-1
<PAGE>


                   Separate Accounts and Associated Contracts

Name of Separate Account and
Date Established by Board of Directors

Separate Account Variable Annuity Account C was organized as a separate account
of the Company on June 25, 1974 pursuant to authorization given by vote of the
Company's Board of Directors on May 10, 1974.

                      Contracts Funded by Separate Account
                           Variable Annuity Account C

CDA-66A            GIT-CDA-HO            IQNQS-CDA-GH         TRPAI-CDA-GE(NY)
CDA-66             GLID-CDA-HO           IHRIRI-CDA-GI        TPRAS-CDA-GE(NY)
GA-UP-66           GLIT-CDA-HO           IHRIRS-CDA-GI        DCAS-CDA-GE(NY)
GDA-66-(SP)        GID-CDA-HO            IQNQI-CDA-GI         DRPAI-CDA-GE(NY)
GDA-UA-67          GST-CDA-HO            IQNQS-CDA-GI         G-CDA-HD(XC)
GDA-PCA-67         GSD-CDA-HO            PTI-CDA-GI           GTCC-HD(XC)
GA-TF-67           GIH-CDA-HB            IMT-CDA-HO           G-CDA-HD(X)
GA-TF-GO           G-CDA-HD              IST-CDA-HO           G-TDA-HH(XC/M)
GA-UPA-GO          G-CDA-HD(NS)          ISP-CDA-HO           GTCC-HH(XC/M)
GA-UPC-GO          G-CDA-HF              I-CDA-HD             G-TDA-HH(XC/S)
GDA-PCA-GO         G-CDA-IA(RP)          I-CDA-HD(A)(3)       GTCC-HH(XC/S)
GDA-OA-GO          G-CDA-IB(ORP)(1)      I-CDA-HD(SC)*        G-CDA-IA(RPM/XC)
GDA-UA-GO          G-CDA-IB(TORP)(1)     I-CDA-HD(TX/E)*      GTCC-IA(RPM/XC)
GDA-UPA-GO         G-CDA-IB-(AORP)       I-CDA-HD(TX/M)*      G-CDA-IB(XC/SM)
GA-TF-68           G-CDA-IB(ATORP)       I-CDA-HD(TX/P)*      GC403-IB(XC/SM)
GP-DUA-GF          G-CDA-IC(A)(2)        I-CDA-HD(TX/S)*      I-CDA-HD(XC)
GVF-PI-GF          G-CDA-HG(401)         I-CDA-IO(MN)*        GA-TF-GO(NY)
GP-DUA-GFA         G-TDA-HG              IA-CDA-IA            GA-UPA-GO(NY)
GVF-PS-GF          G-CDA-IA(OH)          IA-CDA-IA(MN)*       GA-UPC-GO(NY)
GVF-PI-GG          PT-CDA-66             IA-CDA-IA(PA)*       GDA-PCA-GO(NY)
GVF-PS-GG          PT-CDA-66A            IA-CDA-IA(PR)*       GCD-OA-GO(NY)
GQNQS-AUA-GH       PTI-CDA-GA            IP-CDA-IB            GDA-UA-GO(NY)
GQNQI-AUA-GH       PTS-CDA-GA            IP-CDA-IB(WI)*       G-TDA-HG(X)
GQNQJS-AUA-GH      INI-CDA-GA            IP-CDA-IB(MN)*       G-401-IB (X/M)
GQNQJI-AUA-GH      INS-CDA-GA            I-CDA-HD             G-CDA-IA(RPM/XC)
GQNQJC-AUA-GH      PTI-CDA-GB            I-CDA-HD(TX/S)*      G-401-IB(X/M)
GQNQJC-AUA-GI      INSBP-CDA-GE          I-CDA-HD(A)*         GTCC-HF
GQNQJI-AUA-GI      TRPAI-CDA-GE          PT-CDA-66A(NY)       G-CDA-IA(RP)
GQNQS-AUA-GI       TPRAS-CDA-GE          PTI-CDA-GA(NY)       IRA-CDA-IC
GQNQJS-AUA-GI      DCAS-CDA-GE           PTS-CDA-GA(NY)       IP-CDA-IB(WA)
GQNQI-AUA-GI       DRPAI-CDA-GE          INI-CDA-GA(NY)       G-CDA-ID(DC)
HR10-DUA-GI        IHRIRS-CDA-GH         INS-CDA-GA(NY)       GIP-CDA-HB
HR10-DUA-GIA       IHRIRI-CDA-GH         PTI-CDA-GB(NY)       IA-CDA-IA
HR10S-DUA-GI       IQNQI-CDA-GH          INSBP-CDA-GE(NY)     G-CDA-IB(IR)
A001RP95           A007RC95              A020RV95             A027RV95


- ------------
(1)  Contract for use in ME, OK, SC, and TN only
(2)  Contract for use in CT, IL and MT
(3)  Contract for use in MN and MO
*    State specific forms

                                       A-2

<PAGE>

                   Separate Accounts and Associated Contracts


Name of Separate Account and
Date Established by Board of Directors

Separate Account Variable Life Account B was organized as a separate account of
the Company pursuant to authorization given by vote of the Company's Board of
Directors on June 18, 1986.

                      Contracts Funded by Separate Account
                             Variable Life Account B


  38899      38899-90     38899-93    70180-93US    70182-93US     70181-94US
  70225-95




[Aetna Logo]
[Aetna Letterhead]                    151 Farmington Avenue
                                      Hartford, CT 06156

September 29, 1997                    Julie E. Rockmore
                                      Counsel
                                      Law Division, RE4A
                                      Investments & Financial Services
                                      (860) 273-4686
                                      Fax: (860) 273-8340

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Re:    Aetna Life Insurance and Annuity Company and its Variable
       Annuity Account B
       Post-Effective Amendment No. 30 to Registration Statement
       on Form N-4
       Prospectus Title:  Aetna Marathon Plus - Group and Individual
       Deferred Variable Annuity Contracts
       File Nos. 33-34370* and 811-2512

Dear Sir or Madam:

The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").

In connection with this opinion, I have reviewed the N-4 Registration Statement,
as amended to the date hereof, and this Post-Effective Amendment No. 30. I have
also examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.

I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.


- -------------
*    Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
     included a combined prospectus under this Registration Statement which
     includes all the information which would currently be required in a
     prospectus relating to the following earlier Registration Statement:
     33-87932.

<PAGE>


Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,

/s/ Julie E. Rockmore

Julie E. Rockmore


                        Consent of Independent Auditors


The Board of Directors of Aetna Life Insurance and Annuity Company and
Contractholders of Aetna Variable Annuity Account B:

We consent to the incorporation by reference into Registration Statement (No.
33-34370) on Form N-4 our reports dated February 7, 1997 and February 14, 1997.
 

                                                       /s/ KPMG Peat Marwick LLP
                                                       KPMG Peat Marwick LLP
Hartford, Connecticut
September 29, 1997



                                Power of Attorney

I, Thomas J. McInerney, Director and President (principal executive officer) of
Aetna Life Insurance and Annuity Company, do hereby constitute and appoint Kirk
P. Wickman and Julie E. Rockmore and each of them individually, my true and
lawful attorneys, with full power to them and each of them to sign for me, and
in my name and in the capacity indicated below, any and all post-effective
amendments to the Registration Statements listed below filed with the Securities
and Exchange Commission by Aetna Life Insurance and Annuity Company under the
Securities Act of 1933 and the Investment Company Act of 1940.

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515                       333-27337
333-24645

Registration Statements filed under the Investment Company Act of 1940:

811-2512                 811-2513               811-4536               811-5906

hereby ratifying and confirming on this 10th day of September, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Thomas J. McInerney
- -----------------------
Thomas J. McInerney
Director and President (principal executive officer)

<PAGE>


                                Power of Attorney

I, Deborah Koltenuk, Vice President and Treasurer, Corporate Controller of Aetna
Life Insurance and Annuity Company, do hereby constitute and appoint Kirk P.
Wickman, and Julie E. Rockmore and each of them individually, my true and lawful
attorneys, with full power to them and each of them to sign for me, and in my
name and in the capacity indicated below, any and all amendments to the
Registration Statements listed below filed with the Securities and Exchange
Commission by Aetna Life Insurance and Annuity Company under the Securities Act
of 1933 and the Investment Company Act of 1940.

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515                       333-27337
333-24645

Registration Statements filed under the Investment Company Act of 1940:

811-2512                811-2513               811-4536                811-5906

hereby ratifying and confirming on this 10th day of September, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Deborah Koltenuk
- --------------------
Deborah Koltenuk
Vice President and Treasurer, Corporate Controller

<PAGE>


                                POWER OF ATTORNEY

I, Timothy A. Holt, Director and Chief Financial Officer, Aetna Life Insurance
and Annuity Company, do hereby constitute and appoint Kirk P. Wickman and Julie
E. Rockmore and each of them individually, my true and lawful attorneys, with
full power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration Statements
listed below filed with the Securities and Exchange Commission by Aetna Life
Insurance and Annuity Company under the Securities Act of 1933 and the
Investment Company Act of 1940.

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515                       333-27337
333-24645

Registration Statements filed under the Investment Company Act of 1940:

811-2512                 811-2513                811-4536              811-5906

hereby ratifying and confirming on this 10th day of September, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Timothy A. Holt
- -------------------
Timothy A. Holt
Director and Chief Financial Officer

<PAGE>


                                POWER OF ATTORNEY

I, Christopher J. Burns, Director, Aetna Life Insurance and Annuity Company, do
hereby constitute and appoint Kirk P. Wickman and Julie E. Rockmore and each of
them individually, my true and lawful attorneys, with full power to them and
each of them to sign for me, and in my name and in the capacity indicated below,
any and all amendments to the Registration Statements listed below filed with
the Securities and Exchange Commission by Aetna Life Insurance and Annuity
Company under the Securities Act of 1933 and the Investment Company Act of 1940.

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515                       333-27337
333-24645

Registration Statements filed under the Investment Company Act of 1940:

811-2512               811-2513                811-4536                811-5906

hereby ratifying and confirming on this 10th day of September, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Christopher J. Burns
- ------------------------
Christopher J. Burns
Director

<PAGE>


                                POWER OF ATTORNEY

I, John Y. Kim, Director, Aetna Life Insurance and Annuity Company, do hereby
constitute and appoint Kirk P. Wickman and Julie E. Rockmore and each of them
individually, my true and lawful attorneys, with full power to them and each of
them to sign for me, and in my name and in the capacity indicated below, any and
all amendments to the Registration Statements listed below filed with the
Securities and Exchange Commission by Aetna Life Insurance and Annuity Company
under the Securities Act of 1933 and the Investment Company Act of 1940.

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515                       333-27337
333-24645

Registration Statements filed under the Investment Company Act of 1940:

811-2512                 811-2513                811-4536               811-5906

hereby ratifying and confirming on this 10th day of September, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ John Y. Kim
- ---------------
John Y. Kim
Director

<PAGE>


                                POWER OF ATTORNEY

I, Shaun P. Mathews, Director, Aetna Life Insurance and Annuity Company, do
hereby constitute and appoint Kirk P. Wickman and Julie E. Rockmore and each of
them individually, my true and lawful attorneys, with full power to them and
each of them to sign for me, and in my name and in the capacity indicated below,
any and all amendments to the Registration Statements listed below filed with
the Securities and Exchange Commission by Aetna Life Insurance and Annuity
Company under the Securities Act of 1933 and the Investment Company Act of 1940.

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515                       333-27337
333-24645

Registration Statements filed under the Investment Company Act of 1940:

811-2512                811-2513               811-4536                811-5906

hereby ratifying and confirming on this 10th day of September, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Shaun P. Mathews
- --------------------
Shaun P. Mathews
Director

<PAGE>


                                POWER OF ATTORNEY

I, Glen Salow, Director, Aetna Life Insurance and Annuity Company, do hereby
constitute and appoint Kirk P. Wickman and Julie E. Rockmore and each of them
individually, my true and lawful attorneys, with full power to them and each of
them to sign for me, and in my name and in the capacity indicated below, any and
all amendments to the Registration Statements listed below filed with the
Securities and Exchange Commission by Aetna Life Insurance and Annuity Company
under the Securities Act of 1933 and the Investment Company Act of 1940

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515                       333-27337
333-24645

Registration Statements filed under the Investment Company Act of 1940:

811-2512                811-2513               811-4536                811-5906

hereby ratifying and confirming on this 10th day of September, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Glen Salow
- --------------
Glen Salow
Director

<PAGE>


                                Power of Attorney

I, J. Scott Fox, Director, Aetna Life Insurance and Annuity Company, do hereby
constitute and appoint Kirk P. Wickman and Julie E. Rockmore and each of them
individually, my true and lawful attorneys, with full power to them and each of
them to sign for me, and in my name and in the capacity indicated below, any and
all amendments to the Registration Statements listed below filed with the
Securities and Exchange Commission by Aetna Life Insurance and Annuity Company
under the Securities Act of 1933 and the Investment Company Act of 1940.

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515                       333-27337
333-24645

Registration Statements filed under the Investment Company Act of 1940:

811-2512              811-2513                811-4536                  811-5906

hereby ratifying and confirming on this 10th day of September 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ J. Scott Fox
- ----------------
J. Scott Fox
Director


<TABLE> <S> <C>

<ARTICLE>                     6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                   DEC-31-1996
<PERIOD-START>                      JAN-01-1996
<PERIOD-END>                        DEC-31-1996
<INVESTMENTS-AT-COST>             1,726,620,671
<INVESTMENTS-AT-VALUE>            1,848,811,724
<RECEIVABLES>                                 0
<ASSETS-OTHER>                                0
<OTHER-ITEMS-ASSETS>                          0
<TOTAL-ASSETS>                    1,848,811,724
<PAYABLE-FOR-SECURITIES>                      0
<SENIOR-LONG-TERM-DEBT>                       0
<OTHER-ITEMS-LIABILITIES>                     0
<TOTAL-LIABILITIES>                           0
<SENIOR-EQUITY>                               0
<PAID-IN-CAPITAL-COMMON>                      0
<SHARES-COMMON-STOCK>                         0
<SHARES-COMMON-PRIOR>                         0
<ACCUMULATED-NII-CURRENT>                     0
<OVERDISTRIBUTION-NII>                        0
<ACCUMULATED-NET-GAINS>                       0
<OVERDISTRIBUTION-GAINS>                      0
<ACCUM-APPREC-OR-DEPREC>                      0
<NET-ASSETS>                      1,848,811,724
<DIVIDEND-INCOME>                   120,367,178
<INTEREST-INCOME>                             0
<OTHER-INCOME>                                0
<EXPENSES-NET>                       17,483,870
<NET-INVESTMENT-INCOME>             102,883,308
<REALIZED-GAINS-CURRENT>             17,427,408
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