VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485APOS, 1997-02-21
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As filed with the Securities and Exchange             Registration No. 33-34370*
Commission on February 21, 1997                       Registration No. 811-2512
- - --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4
- - --------------------------------------------------------------------------------
                       POST-EFFECTIVE AMENDMENT NO. 26 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, RC4A, Hartford, Connecticut 06156

        Depositor's Telephone Number, including Area Code: (860) 273-7834

                            Susan E. Bryant, Counsel
                    Aetna Life Insurance and Annuity Company
            151 Farmington Avenue, RC4A, Hartford, Connecticut 06156
                     (Name and Address of Agent for Service)
- - --------------------------------------------------------------------------------

It is proposed that this filing will become effective:

                       60 days after filing pursuant to paragraph (a)(2) of Rule
          --------     485

             X         on May 1, 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 expects to file a Rule 24f-2 Notice for the fiscal year ended
December 31, 1996 on or before 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
<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, and       The Company; Variable Annuity Account
            Portfolio Companies..................................   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 Additional        Contents of the Statement of
            Information..........................................   Additional Information


<PAGE>




FORM N-4                        PART B (STATEMENT OF
ITEM NO.                       ADDITIONAL INFORMATION)                                LOCATION

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; 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: 
    

   
   (bullet) Aetna Variable Fund 
   (bullet) Aetna Income Shares 
   (bullet) Aetna Variable Encore Fund 
   (bullet) Aetna Investment Advisers Fund, Inc. 
   (bullet) Aetna Ascent Variable Portfolio 
   (bullet) Aetna Crossroads Variable Portfolio 
   (bullet) Aetna Legacy Variable Portfolio 
   (bullet) Aetna Variable Capital Appreciation Portfolio 
   (bullet) Aetna Variable Growth Portfolio 
   (bullet) Aetna Variable Index Plus Portfolio 
   (bullet) Aetna Variable Small Company Portfolio 
   (bullet) Alger American Balanced Portfolio 
   (bullet) Alger American Growth Portfolio 
   (bullet) Alger American Income and Growth Portfolio 
   (bullet) Alger American Leveraged AllCap Portfolio 
   (bullet) Alger American MidCap Growth Portfolio 
   (bullet) Alger American Small Cap Portfolio 
   (bullet) American Century VP Balanced (formerly "TCI Balanced") 
   (bullet) American Century VP Capital Appreciation (formerly "TCI Growth") 
   (bullet) American Century VP International (formerly "TCI International") 
   (bullet) Federated American Leaders Fund II 
   (bullet) [Federated Equity Income Fund II]
   (bullet) Federated Fund for U.S. Government Securities II 
   (bullet) [Federated Growth Strategies Fund II]
   (bullet) Federated High Income Bond Fund II 
   (bullet) [Federated International Equity Fund II]
   (bullet) [Federated Prime Money Fund II]
   (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 
   (bullet) Fidelity VIP II Asset Manager Portfolio 
   (bullet) Fidelity VIP II Contrafund Portfolio 
   (bullet) Fidelity VIP II Index 500 Portfolio 
   (bullet) Fidelity VIP II Investment Grade Bond Portfolio 
   (bullet) Janus Aspen Aggressive Growth Portfolio 
   (bullet) Janus Aspen Balanced Portfolio 
   (bullet) Janus Aspen Flexible Income Portfolio 
   (bullet) Janus Aspen Growth Portfolio 
   (bullet) Janus Aspen Short-Term Bond Portfolio 
   (bullet) Janus Aspen Worldwide Growth Portfolio 
   (bullet) Lexington Emerging Markets Fund, Inc. 
   (bullet) Lexington Natural Resources Trust 
   (bullet) MFS Emerging Growth Series 
   (bullet) MFS Research Series 
   (bullet) MFS Total Return Series 
   (bullet) MFS Value Series 
   (bullet) MFS World Governments Series 
   (bullet) Oppenheimer Capital Appreciation Fund 
   (bullet) Oppenheimer Global Securities Fund 
   (bullet) Oppenheimer Growth & Income Fund 
   (bullet) Oppenheimer Strategic Bond Fund 
    

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 
of this Prospectus. An SAI 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. 

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. 


<PAGE> 

                              TABLE OF CONTENTS 
 ============================================================================= 
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                                                  6
PURCHASE                                                                    6
  Contract Availability                                                     6
  Purchasing Interests in the Contract                                      6
  Purchase Payments                                                         7
  Contract Rights                                                           7
  Designations of Beneficiary and Annuitant                                 7
  Right to Cancel                                                           7
CHARGES AND DEDUCTIONS                                                      8
  Daily Deductions from the Separate Account                                8
    Mortality and Expense Risk Charge                                       8
    Administrative Charge                                                   8
  Maintenance Fee                                                           8
  Reduction or Elimination of Administrative Charge and Maintenance Fee     8
  Deferred Sales Charge                                                     8
  Reduction or Elimination of the Deferred Sales Charge                     9
  Fund Expenses                                                            10
  Premium and Other Taxes                                                  10
CONTRACT VALUATION                                                         10
  Account Value                                                            10
  Accumulation Units                                                       10
  Net Investment Factor                                                    10
TRANSFERS                                                                  11
  Dollar Cost Averaging Program                                            11
  Account Rebalancing Program                                              11
WITHDRAWALS                                                                11
ADDITIONAL WITHDRAWAL OPTIONS                                              12
DEATH BENEFIT DURING ACCUMULATION PERIOD                                   12
  Death Benefit Amount                                                     12
  Death Benefit Payment Options                                            13
    Nonqualified Contracts                                                 13
    Qualified Contracts                                                    13

<PAGE> 

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

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. 
    

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. 

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"). 
    

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

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 ("IRA"), 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 p 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. 
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. 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 the one-year 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 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 Additional Withdrawal Options during the 
Accumulation Period subject to certain criteria. Some Additional Withdrawal 
Options are not available in all states and may not be suitable in every 
situation. (See "Additional Withdrawal 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) 

   
         This Prospectus and the Statement of Additional Information 
                            are Dated May 1, 1997. 
    

- - --------------------------------------------------------------------------------
                                 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. 

DIRECT CHARGES. These charges are deducted directly from the Account Value. 
They include: 

Deferred Sales Charge. The deferred sales charge is deducted as a percentage 
of each Purchase Payment withdrawn. The amount of the deferred sales charge 
is calculated as follows: 

            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                                             $30.00 

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. 

Transfer Charge                                                    $ 0.00 

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. 

INDIRECT CHARGES. Each Subaccount pays these expenses out of its assets. The 
charges are reflected in the Subaccount's daily Accumulation Unit Value and 
are not charged directly to an Account. They include: 
During the Accumulation Period: 

Mortality and Expense Risk Charge                                   1.25% 
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%* 
                                                                    -----
Total Subaccount Annual Expenses                                    1.25% 

*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 
                                                                     Advisory           Other           Total 
                                                                      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) 
Aetna Variable Growth Portfolio(2) 
Aetna Variable Index Plus Portfolio(2) 
Aetna Variable Small Company Portfolio(2) 
Alger American Balanced Portfolio                                      0.75% 
Alger American Growth Portfolio                                        0.75% 
Alger American Income and Growth Portfolio                             0.63% 
Alger American Leveraged AllCap Portfolio(3)                           0.85% 
Alger American MidCap Growth Portfolio                                 0.80% 
Alger American Small Cap Portfolio                                     0.85% 
American Century VP Balanced (formerly "TCI Balanced")(4)              1.00% 
American Century VP Capital Appreciation (formerly "TCI 
  Growth")(4)                                                          1.00% 
American Century VP International (formerly "TCI 
  International")(4)                                                   1.50% 
Federated American Leaders Fund II(5)                                  0.00% 
[Federated Equity Income Fund II(5)                                    0.00%] 
Federated Fund for U.S. Government Securities II(5)                    0.00% 
[Federated Growth Strategies Fund II(5)                                0.00%] 
Federated High Income Bond Fund II(5)                                  0.00% 
[Federated International Equity Fund II(5)                             0.00%] 
[Federated Prime Money Fund II(5)                                      0.00%] 
Federated Utility Fund II(5)                                           0.00% 
Fidelity VIP Equity-Income Portfolio                                   0.51% 
Fidelity VIP Growth Portfolio                                          0.61% 
Fidelity VIP High Income Portfolio(6)                                  0.60% 
Fidelity VIP Overseas Portfolio                                        0.76% 
Fidelity VIP II Asset Manager Portfolio(6)                             0.71% 
Fidelity VIP II Contrafund Portfolio(6)                                0.61% 
Fidelity VIP II Index 500 Portfolio(7)                                 0.00% 
Fidelity VIP II Investment Grade Bond Portfolio                        0.45% 
Janus Aspen Aggressive Growth Portfolio(8)                             0.75% 
Janus Aspen Balanced Portfolio(8)                                      0.82% 
Janus Aspen Flexible Income Portfolio                                  0.65% 
Janus Aspen Growth Portfolio(8)                                        0.65% 
Janus Aspen Short-Term Bond Portfolio(8)                               0.00% 
Janus Aspen Worldwide Growth Portfolio(8)                              0.68% 
Lexington Emerging Markets Fund, Inc.(9)                               0.85% 
Lexington Natural Resources Trust                                      1.00% 
MFS Emerging Growth Series(10)                                         0.75% 
MFS Research Series(10)                                                0.75% 
MFS Total Return Series(10)                                            0.75% 
MFS World Governments Series(10)                                       0.75% 
MFS Value Series(10) 
Oppenheimer Capital Appreciation Fund 
Oppenheimer Global Securities Fund 
Oppenheimer Growth & Income Fund 
Oppenheimer Strategic Bond Fund 
</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 will provide administrative services to the Fund and will 
        assume the Fund's ordinary recurring direct costs under an 
        Administrative Services Agreement. The "Other Expenses" shown reflect 
        the fee payable under that Agreement. 
    (3) The Fund's expenses were voluntarily reduced by the Fund's investment 
        adviser. Absent such reimbursement, the other expenses and total 
        expenses of the Fund would have been     % and     %, respectively. 
        The Adviser can terminate this voluntary waiver at any time in its 
        sole discretion. 
    (4) The Portfolio's investment adviser pays all expenses of the Portfolio 
        except brokerage commissions, taxes, interest, fees, expenses of the 
        non-interested person directors (including counsel fees) and 
        extraordinary expenses. These expenses have historically represented 
        a very small percentage (less than 0.01%) of total net assets in a 
        fiscal year.
    (5) 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: 0.60% High Income
        Bond Fund II and the Fund for U.S. Government Securities II; and 0.75%
        American Leaders Fund II and Utility 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: % for the American Leaders 
        Fund II;   % for the Fund for U.S. Government Securities II; % for the 
        High Income Bond Fund II; and % for the Utility Fund II.
    (6) A portion of the brokerage commissions the Fund paid was used to 
        reduce its expenses. Without this reduction, total operating expenses 
        would have been     % for the High Income Portfolio,     % for the 
        Asset Manager Portfolio; and     % for the Contrafund Portfolio. 
    (7) The Fund's expenses were voluntarily reduced by the Fund's investment 
        adviser. Absent reimbursement, the management fee, other expenses and 
        total expenses would have been     %,     % and     %, respectively, 
        for the Index 500 Portfolio. 
    (8) The information for each 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     %,     %, and     % for 
        Aggressive Growth Portfolio;     %,     %,     % for Balanced 
        Portfolio;     %,     % and     % for Growth Portfolio;     %,     % 
        and     % for Short-Term Bond Portfolio; and     %,     % and     % 
        for Worldwide Growth Portfolio; respectively. Janus Capital may 
        modify or terminate the waivers or reductions at any time upon 90 
        days' notice to the Portfolio's Board of Trustees. 
    (9) The Fund's investment adviser has agreed to voluntarily limit the 
        total expenses of the Fund (excluding interest, taxes, brokerage, and 
        extraordinary expenses, but including management fees and operating 
        expenses) to an annual rate of     % of the Fund's average net assets 
        through April 30, 1997. Without this agreement, the Fund's Investment 
        Advisory Fee, Total Other Expenses and Total Fund Annual Expenses 
        would have been     %,     % and     % for the most recent fiscal 
        year. 
   (10) The Adviser has agreed to bear, subject to reimbursement, expenses 
        for each of the Funds such that each Fund's aggregate operating 
        expenses shall not exceed, on an annualized basis, 1.00% of the 
        average daily net assets of the Funds from November 2, 1994 through 
        December 31, 1996; 1.25% of the average daily net assets of the Funds 
        from January 1, 1997 through December 31, 1998; and 1.50% of the 
        average daily net assets of the Funds from January 1, 1999 through 
        December 31, 2004; provided, however, that this obligation may be 
        terminated or revised at any time. Absent this expense arrangement, 
        "Other Expenses" for the MFS Emerging Growth Series, MFS Research 
        Series, MFS Total Return Series and MFS Value Series would have been 
            %,     %,     % and     %, respectively, and "Total Annual Fund 
        Expenses" would have been     %,     %,     % and     %, 
        respectively. 
       The Adviser has agreed to bear, subject to reimbursement, until 
       December 31, 2004, expenses of the World Governments Series such that 
       the Fund's aggregate expenses do not exceed 1.00% on an annualized 
       basis, of its average daily net assets. Absent this expense 
       arrangement, "Other Expenses" and "Total Annual Fund Expenses" for the 
       Fund would have been     % and     %, respectively. 
    
- - --------------------------------------------------------------------------------
                                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 _____%. 

<TABLE>
<CAPTION>

                                            EXAMPLE A                                EXAMPLE B 
                              --------------------------------------   --------------------------------------- 
                             If you withdraw the entire Account       If you do not withdraw the Account 
                             Value at the end of the periods shown,   Value, or if you annuitize at the end 
                             you would pay the following expenses,    of the periods shown, you would pay the 
                             including any applicable deferred        following expenses (no deferred sales 
                             sales charge:                            charge is reflected):* 
                             1 year   3 years  5 years   10 years     1 year   3 years  5 years  10 years 
                             -------  -------  -------    ----------  -------  -------  -------   ----------- 
<S>                          <C>      <C>      <C>       <C>          <C>      <C>      <C>      <C>
Aetna Variable Fund 
Aetna Income Shares 
Aetna Variable Encore Fund 
Aetna Investment Advisers 
  Fund, Inc 
Aetna Ascent Variable 
  Portfolio 
Aetna Crossroads Variable 
  Portfolio 
Aetna Legacy Variable 
  Portfolio 
Aetna Variable Capital 
  Appreciation Portfolio 
Aetna Variable Growth 
  Portfolio 
Aetna Variable Index Plus 
  Portfolio 
Aetna Variable Small 
  Company Portfolio 
Alger American Balanced 
  Portfolio 
Alger American Growth 
  Portfolio 
Alger American Income and 
  Growth Portfolio 
Alger American Leveraged 
  AllCap Portfolio 
Alger American MidCap 
  Growth Portfolio 
Alger American Small Cap 
  Portfolio 
American Century VP 
  Balanced (formerly "TCI 
  Balanced") 
American Century VP 
  Capital Appreciation 
  (formerly "TCI Growth") 
American Century VP 
  International (formerly 
  "TCI International") 
Federated American Leaders 
  Fund II 
Federated Fund for U.S. 
  Government Securities II 
Federated High Income Bond 
  Fund II 
Federated Utility Fund II 
Fidelity VIP Equity-Income 
  Portfolio 
Fidelity VIP Growth 
  Portfolio 
Fidelity VIP High Income 
  Portfolio 
Fidelity VIP Overseas 
  Portfolio 
Fidelity VIP II Asset 
  Manager Portfolio 
Fidelity VIP II Contrafund 
  Portfolio 
Fidelity VIP II Index 500 
  Portfolio 
Fidelity VIP II Investment 
  Grade Bond Portfolio 
Janus Aspen Aggressive 
  Growth Portfolio 
Janus Aspen Balanced 
  Portfolio 
Janus Aspen Flexible 
  Income Portfolio 
Janus Aspen Growth 
  Portfolio 
Janus Aspen Short-Term 
  Bond Portfolio 
Janus Aspen Worldwide 
  Growth Portfolio 
</TABLE>
    
- - --------------------------------------------------------------------------------
                                FEE TABLE - 4 
<PAGE> 

   
<TABLE>
<CAPTION>
                                            EXAMPLE A                                EXAMPLE B 
                              --------------------------------------   --------------------------------------- 
                             If you withdraw the entire Account       If you do not withdraw the Account 
                             Value at the end of the periods shown,   Value, or if you annuitize at the end 
                             you would pay the following expenses,    of the periods shown, you would pay the 
                             including any applicable deferred        following expenses (no deferred sales 
                             sales charge:                            charge is reflected):* 
                             1 year   3 years  5 years   10 years     1 year   3 years  5 years   10 years 
                             -------  -------  -------   ----------   -------  -------  -------   ----------- 
<S>                          <C>      <C>      <C>       <C>          <C>      <C>      <C>      <C>
Lexington Emerging Markets 
  Fund, Inc 
Lexington Natural 
  Resources Trust 
MFS Emerging Growth Series 
MFS Research Series 
MFS Total Return Series 
MFS World Governments 
  Series 
MFS Value Series 
Oppenheimer Capital 
  Appreciation Fund 
Oppenheimer Global 
  Securities Fund 
Oppenheimer Growth & 
  Income Fund 
Oppenheimer Strategic Bond 
  Fund 
</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 - 5 
<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 ____%. 

<TABLE>
<CAPTION>
                                               Contracts or Certificates Issued in New York 
                                            EXAMPLE C                                EXAMPLE D 
                              --------------------------------------   --------------------------------------- 
                             If you withdraw the entire Account       If you do not withdraw the Account 
                             Value at the end of the periods shown,   Value, or if you annuitize at the end 
                             you would pay the following expenses,    of the periods shown, you would pay the 
                             including any applicable deferred        following expenses (no deferred sales 
                             sales charge:                            charge is reflected):* 
                             1 year   3 years  5 years    10 years    1 year   3 years  5 years   10 years 
                             -------  -------  -------    ----------  -------  -------  -------   ----------- 
<S>                          <C>      <C>      <C>       <C>          <C>      <C>      <C>      <C>
Aetna Variable Fund 
Aetna Income Shares 
Aetna Variable Encore Fund 
Aetna Investment Advisers 
  Fund, Inc. 
Aetna Ascent Variable 
  Portfolio 
Aetna Crossroads Variable 
  Portfolio 
Aetna Legacy Variable 
  Portfolio 
Aetna Variable Capital 
  Appreciation Portfolio 
Aetna Variable Growth 
  Portfolio 
Aetna Variable Index Plus 
  Portfolio 
Aetna Variable Small 
  Company Portfolio 
Alger American Balanced 
  Portfolio 
Alger American Growth 
  Portfolio 
Alger American Income and 
  Growth Portfolio 
Alger American Leveraged 
  AllCap Portfolio 
Alger American MidCap 
  Growth Portfolio 
Alger American Small Cap 
  Portfolio 
American Century VP 
  Balanced (formerly "TCI 
  Balanced") 
American Century VP 
  Capital Appreciation 
  (formerly "TCI Growth") 
American Century VP 
  International (formerly 
  "TCI International") 
Federated American Leaders 
  Fund II 
[Federated Equity Income 
  Fund II] 
Federated Fund for U.S. 
  Government Securities II 
[Federated Growth Strategies 
  Fund II] 
Federated High Income Bond 
  Fund II 
[Federated International Equity 
  Fund II] 
[Federated Prime Money 
  Fund II] 
Federated Utility Fund II 
Fidelity VIP Equity-Income 
  Portfolio 
Fidelity VIP Growth 
  Portfolio 
Fidelity VIP High Income 
  Portfolio 
Fidelity VIP Overseas 
  Portfolio 
Fidelity VIP II Asset 
  Manager Portfolio 
Fidelity VIP II Contrafund 
  Portfolio 
Fidelity VIP II Index 500 
  Portfolio 
Fidelity VIP II Investment 
  Grade Bond Portfolio 
Janus Aspen Aggressive 
  Growth Portfolio 
Janus Aspen Balanced 
  Portfolio 
Janus Aspen Flexible 
  Income Portfolio 
Janus Aspen Growth 
  Portfolio 
Janus Aspen Short-Term 
  Bond Portfolio 
Janus Aspen Worldwide 
  Growth Portfolio 
Lexington Emerging Markets 
  Fund, Inc. 
Lexington Natural 
  Resources Trust 
</TABLE>
    
- - --------------------------------------------------------------------------------
                                FEE TABLE - 6 
<PAGE> 

   
<TABLE>
<CAPTION>
                                              Contracts or Certificates Issued in New York

                                            EXAMPLE C                                EXAMPLE D 
                              --------------------------------------   --------------------------------------- 
                             If you withdraw the entire Account       If you do not withdraw the Account 
                             Value at the end of the periods shown,   Value, or if you annuitize at the end 
                             you would pay the following expenses,    of the periods shown, you would pay the 
                             including any applicable deferred        following expenses (no deferred sales 
                             sales charge:                            charge is reflected):* 
                             1 year   3 years  5 years   10 years     1 year   3 years  5 years  10 years 
                             -------  -------  -------    ----------  -------  -------  -------   ----------- 
<S>                          <C>      <C>      <C>       <C>          <C>      <C>      <C>      <C>
MFS Emerging Growth Series 
MFS Research Series 
MFS Total Return Series 
MFS World Governments 
  Series 
MFS Value Series 
Oppenheimer Capital 
  Appreciation Fund 
Oppenheimer Global 
  Securities Fund 
Oppenheimer Growth & 
  Income Fund 
Oppenheimer Strategic Bond 
  Fund 
</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 - 7 
<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. The financial statements as of and for the year 
ended December 31, 1996 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                                             $10.737      $10.000 
Value at end of period                                                   $14.001      $10.737 
Increase (decrease) in value of accumulation units(1)                      30.40%        7.37%(2) 
Number of accumulation units outstanding at end of period              3,068,782    3,178,712 
AETNA INCOME SHARES 
Value at beginning of period                                             $10.324      $10.000 
Value at end of period                                                   $12.037      $10.324 
Increase (decrease) in value of accumulation units(1)                      16.59%        3.24%(3) 
Number of accumulation units outstanding at end of period                988,199      983,357 
AETNA VARIABLE ENCORE FUND 
Value at beginning of period                                             $10.489      $10.000 
Value at end of period                                                   $10.968      $10.489 
Increase (decrease) in value of accumulation units(1)                       4.57%        4.89%(2) 
Number of accumulation units outstanding at end of period              2,694,034    3,407,448 
AETNA INVESTMENT ADVISERS FUND, INC. 
Value at beginning of period                                             $10.828      $10.000 
Value at end of period                                                   $13.602      $10.828 
Increase (decrease) in value of accumulation units(1)                      25.62%        8.42%(4) 
Number of accumulation units outstanding at end of period                919,744      911,281 
AETNA ASCENT VARIABLE PORTFOLIO 
Value at beginning of period                                             $10.000 
Value at end of period                                                   $10.645 
Increase (decrease) in value of accumulation units(1)                       6.45%(5) 
Number of accumulation units outstanding at end of period                 15,832 
AETNA CROSSROADS VARIABLE PORTFOLIO 
Value at beginning of period                                             $10.000 
Value at end of period                                                   $10.587 
Increase (decrease) in value of accumulation units(1)                       5.87%(5) 
Number of accumulation units outstanding at end of period                 27,089 
AETNA LEGACY VARIABLE PORTFOLIO 
Value at beginning of period                                             $10.000 
Value at end of period                                                   $10.438 
Increase (decrease) in value of accumulation units(1)                       4.38%(6) 
Number of accumulation units outstanding at end of period                 28,778 
AETNA VARIABLE INDEX PLUS PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation units(1) 
Number of accumulation units outstanding at end of period 
ALGER AMERICAN BALANCED PORTFOLIO 
Value at beginning of period                                             $10.000 
Value at end of period                                                   $12.588 
Increase (decrease) in value of accumulation units(1)                      25.88%(7) 
Number of accumulation units outstanding at end of period                 54,737 
ALGER AMERICAN GROWTH PORTFOLIO 
Value at beginning of period                                             $10.000 
Value at end of period                                                   $12.980 
Increase (decrease) in value of accumulation units(1)                      29.80%(8) 
Number of accumulation units outstanding at end of period                615,697 
ALGER AMERICAN INCOME AND GROWTH PORTFOLIO 
Value at beginning of period                                             $10.000 
Value at end of period                                                   $10.660 
Increase (decrease) in value of accumulation units(1)                       6.60%(9) 
Number of accumulation units outstanding at end of period                 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                                             $10.000 
Value at end of period                                                   $12.265 
Increase (decrease) in value of accumulation units(1)                      22.65%(9) 
Number of accumulation units outstanding at end of period                159,379 
ALGER AMERICAN MIDCAP PORTFOLIO 
Value at beginning of period                                             $10.000 
Value at end of period                                                   $13.974 
Increase (decrease) in value of accumulation units(1)                      39.74%(7) 
Number of accumulation units outstanding at end of period                233,110 
ALGER AMERICAN SMALL CAP PORTFOLIO 
Value at beginning of period                                             $10.000 
Value at end of period                                                   $13.295 
Increase (decrease) in value of accumulation units(1)                      32.95%(10) 
Number of accumulation units outstanding at end of period                507,425 
AMERICAN CENTURY VP BALANCED (formerly "TCI BALANCED") 
Value at beginning of period                                             $10.152       $10.000 
Value at end of period                                                   $12.124       $10.152 
Increase (decrease) in value of accumulation units(1)                      19.42%         1.52%(4) 
Number of accumulation units outstanding at end of period                 40,407         3,477 
AMERICAN CENTURY VP CAPITAL APPRECIATION (formerly "TCI GROWTH") 
Value at beginning of period                                             $10.847       $10.000 
Value at end of period                                                   $14.021       $10.847 
Increase (decrease) in value of accumulation units(1)                      29.27%         8.47%(4) 
Number of accumulation units outstanding at end of period              1,014,612       893,534 
AMERICAN CENTURY VP INTERNATIONAL (formerly "TCI INTERNATIONAL") 
Value at beginning of period                                              $9.441       $10.000 
Value at end of period                                                   $10.446        $9.441 
Increase (decrease) in value of accumulation units(1)                      10.64%        (5.59)%(4) 
Number of accumulation units outstanding at end of period                 57,691         3,745 
FEDERATED AMERICAN LEADERS FUND II 
Value at beginning of period                                              $9.838       $10.000 
Value at end of period                                                   $12.971        $9.838 
Increase (decrease) in value of accumulation units(1)                      31.84%        (1.62)%(11) 
Number of accumulation units outstanding at end of period              2,057,364       188,708 
[FEDERATED EQUITY INCOME FUND II 
Value at beginning of period    
Value at end of period          
Increase (decrease) in value of accumulation units(1)    
Number of accumulation units outstanding at end of period] 
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II 
Value at beginning of period                                             $10.073       $10.000 
Value at end of period                                                   $10.804       $10.073 
Increase (decrease) in value of accumulation units(1)                       7.25%         0.73%(11) 
Number of accumulation units outstanding at end of period                417,293        12,714 
[FEDERATED GROWTH STRATEGIES FUND II 
Value at beginning of period                                             $10.000 
Value at end of period                                                   $10.277 
Increase (decrease) in value of accumulation units(1)                       2.77%(11) 
Number of accumulation units outstanding at end of period                 17,503]
FEDERATED HIGH INCOME BOND FUND II 
Value at beginning of period                                              $9.814       $10.000 
Value at end of period                                                   $11.640        $9.814 
Increase (decrease) in value of accumulation units(1)                      18.61%        (1.86)%(11) 
Number of accumulation units outstanding at end of period              1,020,321        31,309 
[FEDERATED INTERNATIONAL EQUITY FUND II 
Value at beginning of period                                             $10.000 
Value at end of period                                                   $10.255
Increase (decrease) in value of accumulation units(1)                       2.55% 
Number of accumulation units outstanding at end of period                158,319]
[FEDERATED PRIME MONEY FUND II 
Value at beginning of period                                             $10.033       $10.000 
Value at end of period                                                   $10.406       $10.033 
Increase (decrease) in value of accumulation units(1)                       3.71%         0.33%
Number of accumulation units outstanding at end of period                554,934        51,949]
FEDERATED UTILITY FUND II 
Value at beginning of period                                              $9.881       $10.000 
Value at end of period                                                   $12.095        $9.881 
Increase (decrease) in value of accumulation units(1)                     $22.40%        (1.19)%(11) 
Number of accumulation units outstanding at end of period                727,601        41,191 
FIDELITY VIP EQUITY-INCOME PORTFOLIO 
Value at beginning of period                                             $10.002       $10.000 
Value at end of period                                                   $13.324       $10.002 
Increase (decrease) in value of accumulation units(1)                      33.21%         0.02%(14) 
Number of accumulation units outstanding at end of period                913,517        17,013 
FIDELITY VIP GROWTH PORTFOLIO 
Value at beginning of period                                             $10.423       $10.000 
Value at end of period                                                   $13.913       $10.423 
Increase (decrease) in value of accumulation units(1)                      33.48%         4.23%(14) 
Number of accumulation units outstanding at end of period                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                                            $10.000 
Value at end of period                                                  $10.701 
Increase (decrease) in value of accumulation units(1)                      7.01%(9) 
Number of accumulation units outstanding at end of period               112,819 
FIDELITY VIP OVERSEAS PORTFOLIO 
Value at beginning of period                                            $10.000 
Value at end of period                                                  $11.143 
Increase (decrease) in value of accumulation units(1)                     11.43%(7) 
Number of accumulation units outstanding at end of period               150,017 
FIDELITY VIP II ASSET MANAGER PORTFOLIO 
Value at beginning of period                                            $10.000 
Value at end of period                                                  $11.664 
Increase (decrease) in value of accumulation units(1)                     16.64%(7) 
Number of accumulation units outstanding at end of period               116,810 
FIDELITY VIP II CONTRAFUND PORTFOLIO 
Value at beginning of period                                            $10.000 
Value at end of period                                                  $11.658 
Increase (decrease) in value of accumulation units(1)                     16.58%(9) 
Number of accumulation units outstanding at end of period               684,272 
FIDELITY VIP II INDEX 500 PORTFOLIO 
Value at beginning of period                                            $10.000 
Value at end of period                                                  $11.336 
Increase (decrease) in value of accumulation units(1)                     13.36%(9) 
Number of accumulation units outstanding at end of period               191,671 
FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO 
Value at beginning of period                                            $10.000 
Value at end of period                                                  $10.600 
Increase (decrease) in value of accumulation units(1)                      6.00%(15) 
Number of accumulation units outstanding at end of period                66,574 
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO 
Value at beginning of period                                            $10.374        $10.000 
Value at end of period                                                  $13.040        $10.374 
Increase (decrease) in value of accumulation units(1)                     25.71%          3.74%(12) 
Number of accumulation units outstanding at end of period               187,584              0 
JANUS ASPEN BALANCED PORTFOLIO 
Value at beginning of period                                            $10.000 
Value at end of period                                                  $12.104 
Increase (decrease) in value of accumulation units(1)                     21.04%(7) 
Number of accumulation units outstanding at end of period                53,016 
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO 
Value at beginning of period                                             $9.884        $10.000 
Value at end of period                                                  $12.071         $9.884 
Increase (decrease) in value of accumulation units(1)                     22.13%         (1.16)%(13) 
Number of accumulation units outstanding at end of period                45,714              0 
JANUS ASPEN GROWTH PORTFOLIO 
Value at beginning of period                                            $10.109        $10.000 
Value at end of period                                                  $12.975        $10.109 
Increase (decrease) in value of accumulation units(1)                     28.35%          1.09%(4) 
Number of accumulation units outstanding at end of period               176,111          9,588 
JANUS ASPEN SHORT-TERM BOND PORTFOLIO 
Value at beginning of period                                            $10.000 
Value at end of period                                                  $10.765 
Increase (decrease) in value of accumulation units(1)                      7.65%(7) 
Number of accumulation units outstanding at end of period                67,034 
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO 
Value at beginning of period                                            $10.000 
Value at end of period                                                  $12.341 
Increase (decrease) in value of accumulation units(1)                     23.41%(10) 
Number of accumulation units outstanding at end of period               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                                            $9.795      $10.000 
Value at end of period                                                  $9.277       $9.795 
Increase (decrease) in value of accumulation units(1)                    (5.28)%      (2.05)%(4) 
Number of accumulation units outstanding at end of period               36,773        1,500 
LEXINGTON NATURAL RESOURCES TRUST 
Value at beginning of period                                            $9.056      $10.000 
Value at end of period                                                 $10.436       $9.056 
Increase (decrease) in value of accumulation units(1)                    15.24%       (9.44)%(3) 
Number of accumulation units outstanding at end of period               16,933          537 
MFS EMERGING GROWTH SERIES 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation units(1) 
Number of accumulation units outstanding at end of period 
MFS RESEARCH SERIES 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation units(1) 
Number of accumulation units outstanding at end of period 
MFS TOTAL RETURN SERIES 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation units(1) 
Number of accumulation units outstanding at end of period 
MFS VALUE SERIES 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation units(1) 
Number of accumulation units outstanding at end of period 
MFS WORLD GOVERNMENT SERIES 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of accumulation units(1) 
Number of accumulation units outstanding at end of period 
</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. Funds were 
        first received in this option during January 1995. 
    (8) Reflects less than a full year of performance activity. Funds were 
        first received in this option during February 1995. 
    (9) 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. 
   (10) Reflects less than a full year of performance activity. Funds were 
        first received in this option during April 1995. 
   (11) Reflects less than a full year of performance activity. Funds were 
        first received in this option during September 1994. 
   (12) 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. 
   (13) Reflects less than a full year of performance activity. Funds were 
        first received in this option during November 1994. 
   (14) Reflects less than a full year of performance activity. Funds were 
        first received in this option during December 1994. 
   (15) 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. 
    

- - --------------------------------------------------------------------------------
                               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) Alger American Fund--Alger American Balanced Portfolio seeks 
            current income and long-term capital appreciation by investing in 
            common stocks and fixed income securities, with emphasis on 
            income-producing securities which appear to have some potential 
            for capital appreciation.(2) 
   (bullet) Alger American Fund--Alger American Growth Portfolio seeks 
            long-term capital appreciation by investing in a diversified, 
            actively managed portfolio of equity securities. The Portfolio 
            primarily invests in equity securities of companies which have a 
            market capitalization of $1 billion or greater.(2) 
   (bullet) Alger American Fund--Alger American Income and Growth Portfolio 
            seeks a high level of dividend income to the extent consistent 
            with prudent investment management by investing primarily in 
            dividend paying equity securities. Capital appreciation is a 
            secondary objective of the Portfolio.(2) 
   (bullet) Alger American Fund--Alger American Leveraged AllCap Portfolio 
            seeks long-term capital appreciation by investing in a 
            diversified, actively managed portfolio of equity securities. 
            Income is a consideration in the selection of investments but is 
            not an investment objective of the Portfolio. The Portfolio may 
            engage in leveraging (up to 33-1/3%) of its assets and options 
            and futures transactions, which are deemed to be speculative and 
            which may cause the Portfolio's net asset value to fluctuate.(2) 
    

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

   
   (bullet) Alger American Fund--Alger American MidCap Growth Portfolio seeks 
            long-term capital appreciation. Except during temporary defensive 
            periods, the portfolio invests at least 65% of its total assets 
            in equity securities of companies that, at the time of purchase 
            of the securities, have total market capitalization within the 
            range of companies included in the S&P Midcap 400 Index, updated 
            quarterly. The S&P Midcap 400 Index is designed to track the 
            performance of medium capitalization companies. As of       , the 
            range of market capitalization of these companies was $ 
            million to $    billion.(2) 
   (bullet) Alger American Fund--Alger American Small Capitalization 
            Portfolio seeks long-term capital appreciation. Except during 
            temporary defensive periods, the Portfolio invests at least 65% 
            of its total assets in equity securities of companies that, at 
            the time of purchase of such securities, have total market 
            capitalization within the range of companies included in the 
            Russell 2000 Growth Index, updated quarterly. The Russell 2000 
            Growth Index is designed to track the performance of small 
            capitalization companies. As of       , the range of market 
            capitalization of these companies was $   million to $ 
            billion.(2) 
   (bullet) American Century VP Balanced (formerly "TCI Balanced") seeks 
            capital growth and current income. It seeks capital growth by 
            investing in approximately 60% of the Portfolio's assets in 
            common stocks (including securities convertible into common 
            stocks) and other securities that meet certain fundamental and 
            technical standards of selection and, in the opinion of the 
            Fund's management, have better-than-average potential for 
            appreciation. Management intends to maintain approximately 40% of 
            the Portfolio's assets in fixed income securities.(3) 
   (bullet) American Century VP Capital Appreciation (formerly "TCI Growth") 
            seeks capital growth. The Fund seeks to achieve its objective by 
            investing in common stocks (including securities convertible into 
            common stocks) and other securities that meet certain fundamental 
            and technical standards of selection and, in the opinion of the 
            Fund's investment manager, have better than average potential for 
            appreciation.(3) 
   (bullet) American Century VP International (formerly "TCI International") 
            seeks capital growth by investing primarily in an internationally 
            diversified portfolio of common stocks that are considered by 
            management to have prospects for appreciation. The Fund will 
            invest primarily in securities of issuers located in countries 
            with developed economies.(3) 
   (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.(4) 
   (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.(4)]
   (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.(4) 
   (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 85% 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.(4)]
   (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).(4) 
   (bullet) [Federated Insurance Series--Federated International Equity Fund II 
            (formerly IMS International Stock Fund) seeks total return on its 
            assets by investing at least 85% 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.(4)]
   (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 objective 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.(4)]
   (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.(4) 
   (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.(5) 
   (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.(5) 
    

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

   
   (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).(5) 
   (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).(5) 
   (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.(5) 
   (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.(5) 
   (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.(5) 
   (bullet) Fidelity Investments Variable Insurance Products Fund 
            II--Investment Grade Bond Portfolio seeks as high a level of 
            current income as is consistent with the preservation of capital 
            by investing in a broad range of investment-grade fixed-income 
            securities.(5) 
   (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           included 
            companies with capitalizations between approximately $    million 
            and $    billion, but which is expected to change on a regular 
            basis.(6) 
   (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 
            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.(6) 
   (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).(6) 
   (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.(6) 
   (bullet) Janus Aspen Series--Short-Term Bond Portfolio seeks as high a 
            level of current income as is consistent with preservation of 
            capital. The Portfolio pursues its investment objective by 
            investing primarily in short- and intermediate-term fixed income 
            securities.(6) 
   (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.(6) 
   (bullet) Lexington Emerging Markets Fund, Inc. seeks long-term growth of 
            capital primarily through investment in equity securities of 
            companies domiciled in, or doing business in emerging countries 
            and emerging markets. Investments in emerging markets involve 
            risks not present in domestic markets. See the Fund's prospectus 
            for information on risks inherent in this investment.(7) 
   (bullet) Lexington Natural Resources Trust is a nondiversified portfolio 
            that seeks long-term growth of capital through investment 
            primarily in common stocks of companies which own or develop 
            natural resources and other basic commodities or supply goods and 
            services to such companies.(7) 
   (bullet) MFS Emerging Growth Series seeks to provide long-term growth of 
            capital by investing primarily (i.e., at least 80% of its assets 
            under normal circumstances) in common 
    

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

   
            stocks of companies that MFS believes are early in their life 
            cycle but which have the potential to become major enterprises 
            (emerging growth companies). Dividend and interest income from 
            portfolio securities, if any, is incidental to the Series' 
            investment objective of long-term growth of capital.(8) 
   (bullet) MFS Research Series seeks to provide long-term growth of capital 
            and future income by allocating the Series' assets to industry 
            groups (e.g., pharmaceuticals, retail and computer software). A 
            substantial proportion of the Series' assets will be invested in 
            the common stocks or securities convertible into common stocks of 
            companies believed to possess better than average prospects for 
            long- term growth. A smaller proportion of its assets may be 
            invested in bonds, short-term obligations, preferred stocks or 
            common stocks whose principal characteristic is income production 
            rather than growth.(8) 
   (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.(8) 
   (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.(8) 
   (bullet) MFS Value Series seeks capital appreciation. Dividend income, if 
            any, is a consideration incidental to the Series' objective of 
            capital appreciation.(8) 
   (bullet) Oppenheimer Capital Appreciation Fund seeks to achieve capital 
            appreciation by investing in "growth-type" companies.(9) 
   (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.(9) 
   (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 capitalization common stocks, 
            bonds and convertible securities.(9) 
   (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.(9) 

   Investment Advisers for each of the Funds: 
   (1) Aetna Life Insurance and Annuity Company (adviser); 
        Aeltus Investment Management, Inc. (sub-adviser) 
   (2) Fred Alger Management, Inc. 
   (3) American Century Investment Management, Inc. 
   (4) Federated Advisers 
   (5) Fidelity Research & Management Company 
   (6) Janus Capital Corporation 
   (7) Lexington Management Corporation (adviser); 
        Market Systems Research Advisors, Inc. serves as the 
        subadviser for the Lexington Natural Resources Trust 
   (8) Massachusetts Financial Services Company ("MFS") 
   (9) OppenheimerFunds, Inc. 
    

   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 respective Fund prospectuses which accompany 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. 

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

   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. 

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 80 for those Contracts 
or Certificates issued in the state of New York, and age 85 for those 
Contracts or Certificates issued in the state of 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. 
    

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

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 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 
"Transfers.") 
    

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. On the death of a joint Certificate Holder prior to 
the Annuity Date, the surviving Certificate Holder may retain all ownership 
rights under the Contract or elect to have the proceeds distributed. (See 
"Death Benefit.") 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. 
    

Designations of Beneficiary and Annuitant 
   
   You generally designate the Beneficiary under the Contract on the 
Application. However, 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. 
    

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

                            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. 

   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. 

   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 

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

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 an Additional Withdrawal Option (see 
            "Additional Withdrawal Options"); 
   (bullet) 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 Aetna; 
   (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. At least 12 months after the date the first Purchase 
Payment is applied to your Account and subject to the restrictions described 
below, you may withdraw up to 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) during each calendar year without imposition of a deferred sales 
charge. The free withdrawal applies only to the first partial or full 
withdrawal in each calendar year. 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. 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.) This provision may not be exercised if an Additional 
Withdrawal Option is in effect (See "Additional Withdrawal Options") or if 
you have withdrawn a minimum distribution required by the Code for which the 
deferred sales charge has been waived in the same calendar year. 
    

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 

- - --------------------------------------------------------------------------------
                                       9 
<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 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 
computed on the next Valuation Date 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 computed on the next Valuation Date 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 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. 
    

- - --------------------------------------------------------------------------------
                                      10 
<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.) 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 the 
one-year Guaranteed Term to any of the Subaccounts. A market value adjustment 
will not be applied to dollar cost averaging transfers from the one-year 
Guaranteed Term. (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 an Additional Withdrawal Option or 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. 
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"). 
    

   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 

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

         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.") 

                        ADDITIONAL WITHDRAWAL OPTIONS 
 ============================================================================= 

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

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

   If you select one of the Additional Withdrawal 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. 

   
   Once you elect an Additional Withdrawal Option, you may revoke it any time 
by submitting a written request to our Home Office. Once an option is 
revoked, it may not be elected again for three years, nor may any other 
Additional Withdrawal Option be elected unless permitted by the Code. The 
Company reserves the right to discontinue the availability of one or all of 
these Additional Withdrawal 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. 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. 

   The amount of death benefit proceeds will be determined as of the date of 
death. Under some circumstances, the amount of the death benefit is 
guaranteed, as described below. 

   
Death Benefit Amount 
   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 

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

    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 claim date is the date we receive valid proof of death and the 
Beneficiary's claim at our Home Office. 
   
   Upon the death of the Annuitant's spousal Beneficiary who continued the 
Account in his or her own name, the amount of the death benefit proceeds 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 
Annuitant. 

   If the spousal beneficiary continued the Account after the death of a 
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.") 
    
   Under Nonqualifed Contracts only, if the Certificate Holder is not the 
Annuitant and dies, 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. 
   
   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, or if you
are a nonnatural person and the Annuitant dies, and the Beneficiary is your
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 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

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                                      13 
<PAGE> 

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 Additional Withdrawal 
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. (See 
"Annuity Options" below for more information about transfers during the 
Annuity Period.) 

Partial Annuitization 
   You may elect an Annuity Option with respect to a portion of your Account 
Value, while leaving the remaining 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. 
    
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                                      14 
<PAGE> 
   
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 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 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 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 

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

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. 

   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. 

   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 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. 

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

   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. 

   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. 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 
    
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                                      17 
<PAGE> 
   
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 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 
    
- - --------------------------------------------------------------------------------
                                      18 
<PAGE> 
   
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 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. 

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

   
   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. 
    

   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 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. 
    

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

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

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. ("FSC"), 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 the 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 by 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 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 

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

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.} 
   
   [Commissions will be paid to Distributors who sell the Contracts.
Distributors will be paid commissions, up to an amount currently equal to 6.5% 
of Purchase Payments for promotional or distribution expenses associated with
the marketing of the Contracts.]

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 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 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. 
    

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

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, 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. 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. 

   
   Except for transfers from the one-year Guaranteed Term in connection with the
Dollar Cost Averaging Program, withdrawals taken in connection with an Estate
Conservation or Systematic Withdrawal distribution option, and 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 a market value adjustment ("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. 

   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. 

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

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 the one-year Guaranteed Term in 
connection with the Dollar Cost Averaging Program; and (4) amounts 
distributed under the Estate Conservation or Systematic Withdrawal 
distribution. 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>


- - --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT B
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- - --------------------------------------------------------------------------------
   
              Statement of Additional Information dated May 1, 1997
    

                                  Marathon Plus
                              New York Growth Plus

   
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account B (the
"Separate Account") dated May 1, 1997.
    

A free prospectus is available upon request from the local Aetna Life Insurance
and Annuity Company office or by writing to or calling:


                    Aetna Life Insurance and Annuity Company
                                Customer Service
                              151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 1-800-531-4547


Read the prospectus before you invest. Terms used in this Statement of
Additional Information shall have the same meaning as in the prospectus.



                                TABLE OF CONTENTS

                                                           Page
                                                           ----

General Information and History.........................     2
Variable Annuity Account B..............................     2
Offering and Purchase of Contracts......................     3
Performance Data........................................     3
      General...........................................     3
      Average Annual Total Return Quotations............     4
Annuity Payments........................................     9
Sales Material and Advertising..........................    10
Independent Auditors....................................    11
Financial Statements of the Separate Account............   S-1
Financial Statements of the Company.....................   F-1



<PAGE>


                         GENERAL INFORMATION AND HISTORY

   
Aetna Life Insurance and Annuity Company (the "Company") is a stock life
insurance company which was 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 organized in 1954). As of December 31, 1996, the Company had
assets of $___ billion (subject to $___ billion of customer and other
liabilities, $___ billion of shareholder equity) which includes $___ billion in
assets held in the Company's separate accounts. The Company had $___ billion in
assets under management, including $__ billion in its mutual funds. As of
_________________, it ranked among the top __% of all U.S. life insurance
companies by size. 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. The
Company is engaged in the business of issuing life insurance policies and
annuity contracts in all states of the United States. The Company's Home Office
is located at 151 Farmington Avenue, Hartford, Connecticut 06156.
    

In addition to serving as the principal underwriter and the depositor for the
Separate Account, the Company is also a registered investment adviser under the
Investment Advisers Act of 1940, and a registered broker-dealer under the
Securities Exchange Act of 1934. The Company provides investment advice to
several of the registered management investment companies offered as variable
investment options under the Contracts funded by the Separate Account (see
"Variable Annuity Account B" below).

Other than the mortality and expense risk charges and administrative charge
described in the prospectus, all expenses incurred in the operations of the
Separate Account are borne by the Company. See "Charges and Deductions" in the
prospectus. The Company receives reimbursement for certain administrative costs
from some unaffiliated sponsors of the Funds used as funding options under the
Contract. These fees generally range up to 0.25%.

The assets of the Separate Account are held by the Company. The Separate Account
has no custodian. However, the Funds in whose shares the assets of the Separate
Account are invested each have custodians, as discussed in their respective
prospectuses.

                           VARIABLE ANNUITY ACCOUNT B

   
Variable Annuity Account B (the "Separate Account") is a separate account
established by the Company for the purpose of funding variable annuity contracts
issued by the Company. The Separate Account is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment Company
Act of 1940, as amended. The assets of each of the Subaccounts of the Separate
Account will be invested exclusively in shares of the Funds described in the
prospectus. Purchase Payments made under the Contract may be allocated to one or
more of the Subaccounts. The Company may make additions to, deletions from or
substitution of available investment options as permitted by law and subject to
the conditions of the Contract. The availability of the Funds is subject to
applicable regulatory authorization. Not all Funds are available in all
jurisdictions or under all Contracts.
    

                                     - 2 -
<PAGE>


The Funds currently available under the Contract are as follows:

   
<TABLE>
<S>     <C>                                                            <C>
        Aetna Variable Fund                                            Federated Prime Money Fund II
        Aetna Income Shares                                            Federated Utility Fund II
        Aetna Variable Encore Fund                                     Fidelity VIP Equity-Income Portfolio
        Aetna Investment Advisers Fund, Inc.                           Fidelity VIP Growth Portfolio
        Aetna Ascent Variable Portfolio                                Fidelity VIP High Income Portfolio
        Aetna Crossroads Variable Portfolio                            Fidelity VIP Overseas Portfolio
        Aetna Legacy Variable Portfolio                                Fidelity VIP II Asset Manager Portfolio
        Aetna Variable Capital Appreciation Portfolio                  Fidelity VIP II Contrafund Portfolio
        Aetna Variable Growth Portfolio                                Fidelity VIP II Index 500 Portfolio
        Aetna Variable Index Plus Portfolio                            Fidelity VIP II Investment Grade Bond Portfolio
        Aetna Variable Small Company Portfolio                         Janus Aspen Aggressive Growth Portfolio
        Alger American Balanced Portfolio                              Janus Aspen Balanced Portfolio
        Alger American Growth Portfolio                                Janus Aspen Flexible Income Portfolio
        Alger American Income and Growth Portfolio                     Janus Aspen Growth Portfolio
        Alger American Leveraged AllCap Portfolio                      Janus Aspen Short-Term Bond Portfolio
        Alger American MidCap Growth Portfolio                         Janus Aspen Worldwide Growth Portfolio
        Alger American Small Cap Portfolio                             Lexington Emerging Markets Fund, Inc.
        American Century VP Balanced                                   Lexington Natural Resources Trust
          (formerly "TCI Balanced")                                    MFS Emerging Growth Series
        American Century VP Capital Appreciation                       MFS Research Series
          (formerly "TCI Growth")                                      MFS Total Return Series
        American Century VP International                              MFS Value Series
          (formerly "TCI International")                               MFS World Governments Series
        Federated American Leaders Fund II                             Oppenheimer Capital Appreciation Fund
        Federated Fund for U. S. Government Securities II              Oppenheimer Global Securities Fund
        Federated Growth Strategies Fund II                            Oppenheimer Growth & Income Fund
        Federated High Income Bond Fund II                             Oppenheimer Strategic Bond Fund
        Federated International Equity Fund II
</TABLE>
    

Complete descriptions of each of the Funds, 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.

                       OFFERING AND PURCHASE OF CONTRACTS

The Company is both the depositor and the principal underwriter for the
securities sold by the prospectus. The Company offers the Contracts through life
insurance agents licensed to sell variable annuities who are Registered
Representatives as defined in the prospectus. The offering of the Contracts is
continuous. A description of the manner in which Contracts are purchased may be
found in the prospectus under the sections titled "Purchase" and "Contract
Valuation."

                                PERFORMANCE DATA

GENERAL

From time to time, the Company may advertise different types of historical
performance for the Subaccounts of the Separate Account available under the
Contracts. The Company may advertise the "standardized average annual total
returns," calculated in a manner prescribed by the Securities and

                                     - 3 -

<PAGE>

Exchange Commission (the "standardized return"), as well as "non-standardized
returns," both of which are described below.

   
The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the various Subaccounts under the Contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof). The redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period) and 1 is subtracted from the result which is then
expressed as a percentage, carried to at least the nearest hundredth of a
percent. The standardized figures reflect the deduction of all recurring charges
during each period (e.g., mortality and expense risk charges, maintenance fees,
administrative charges, and deferred sales charges). These charges will be
deducted on a pro rata basis in the case of fractional periods. The maintenance
fee is converted to a percentage of assets based on the average account size
under the Contracts described in the prospectus.
    

The non-standardized figures will be calculated in a similar manner, except that
they 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.

If a Fund was in existence prior to the date it became available under the
Contract, standardized and non-standardized total returns may include periods
prior to such date. These figures are calculated by adjusting the actual returns
of the Fund to reflect the charges that would have been assessed under the
Contract had that Fund been available under the Contract during that period.

Investment results of the Subaccounts will fluctuate over time, and any
presentation of the Subaccounts' total return quotations for any prior period
should not be considered as a representation of how the Subaccounts will perform
in any future period. Additionally, the Account Value upon redemption may be
more or less than your original cost.

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - Standardized and Non-Standardized

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 Subaccounts 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 Marathon Plus and Growth Plus Contracts or Certificates issued in the state
of New York. For those Subaccounts where results are not available for the full
calendar period indicated, the percentage shown is an average annual return
since inception (denoted with an asterisk).

                                     - 4 -

<PAGE>

   
<TABLE>
<CAPTION>
                                                          TABLE A
                                         -------------------------------------------------------------------------------------------
                                                                                                                            FUND
         ($30 MAINTENANCE FEE)                      STANDARDIZED                         NON-STANDARDIZED                INCEPTION
                                                                                                                            DATE
 -----------------------------------------------------------------------------------------------------------------------------------
               SUBACCOUNT                1  Year    5 Years     10 Years    1 Year      3 Years    5 Years    10 Years
 -----------------------------------------------------------------------------------------------------------------------------------
 <S>                                     <C>        <C>         <C>         <C>         <C>        <C>        <C>        <C>
 Aetna Variable Fund                                                                                                     04/30/75
- - -----------------------------------------------------------------------------------------------------------------------------------
 Aetna Income Shares                                                                                                     06/01/78
- - -----------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Encore Fund                                                                                              09/01/75
- - -----------------------------------------------------------------------------------------------------------------------------------
 Aetna Investment Advisers Fund, Inc.                                                                                    06/23/89
 -----------------------------------------------------------------------------------------------------------------------------------
 Aetna Ascent Variable Portfolio                                                                                         07/03/95
 -----------------------------------------------------------------------------------------------------------------------------------
 Aetna Crossroads Variable Portfolio                                                                                     07/03/95
 -----------------------------------------------------------------------------------------------------------------------------------
 Aetna Legacy Variable Portfolio                                                                                         07/03/95
- - -----------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Index Plus Portfolio                                                                                     09/12/96
- - -----------------------------------------------------------------------------------------------------------------------------------
 Alger American Balanced Portfolio                                                                                       09/05/89
 -----------------------------------------------------------------------------------------------------------------------------------
 Alger American Growth Portfolio                                                                                         01/08/89
 -----------------------------------------------------------------------------------------------------------------------------------
 Alger American Income and Growth
   Portfolio                                                                                                             11/14/88
 -----------------------------------------------------------------------------------------------------------------------------------
 Alger American Leveraged AllCap
   Portfolio                                                                                                             01/25/95
 -----------------------------------------------------------------------------------------------------------------------------------
 Alger American MidCap Growth Portfolio                                                                                  04/30/93
 -----------------------------------------------------------------------------------------------------------------------------------
 Alger American Small Cap Portfolio                                                                                      09/21/88
 -----------------------------------------------------------------------------------------------------------------------------------
 American Century VP Balanced                                                                                            05/01/91
 -----------------------------------------------------------------------------------------------------------------------------------
 American Century VP Capital
   Appreciation                                                                                                          11/20/87
 -----------------------------------------------------------------------------------------------------------------------------------
 American Century VP International                                                                                       05/01/94
 -----------------------------------------------------------------------------------------------------------------------------------
 Federated American Leaders Fund II                                                                                      02/10/94
 -----------------------------------------------------------------------------------------------------------------------------------
 Federated Fund for U.S. Government
   Securities II                                                                                                         03/28/94
 -----------------------------------------------------------------------------------------------------------------------------------
 Federated High Income Bond Fund II                                                                                      03/01/94
 -----------------------------------------------------------------------------------------------------------------------------------
 Federated Utility Fund II                                                                                               02/10/94
 -----------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Equity-Income Portfolio                                                                                    10/22/86
- - -----------------------------------------------------------------------------------------------------------------------------------
 
                                     - 5 -
<PAGE>


                                                          TABLE 
                                         -------------------------------------------------------------------------------------------
                                                                                                                            FUND
         ($30 MAINTENANCE FEE)                      STANDARDIZED                         NON-STANDARDIZED                INCEPTION
                                                                                                                            DATE
 -----------------------------------------------------------------------------------------------------------------------------------
               SUBACCOUNT                1  Year    5 Years     10 Years    1 Year      3 Years    5 Years    10 Years
 -----------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Growth Portfolio                                                                                           11/07/86
- - -----------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP High Income Portfolio                                                                                      10/11/85
- - -----------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Overseas Portfolio                                                                                         02/13/87
- - -----------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP II Asset Manager                                                                                           09/06/89
   Portfolio
- - -----------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP II Contrafund Portfolio                                                                                    01/03/95
- - -----------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP II Index 500 Portfolio                                                                                     08/27/92
- - -----------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP II Investment Grade
   Bond Portfolio                                                                                                        12/05/88
- - -----------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Aggressive Growth                                                                                           09/13/93
   Portfolio
- - -----------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Balanced Portfolio                                                                                          09/13/93
- - -----------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Flexible Income Portfolio                                                                                   09/13/93
- - -----------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Growth Portfolio                                                                                            09/13/93
- - -----------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Short-Term Bond Portfolio                                                                                   09/13/93
- - -----------------------------------------------------------------------------------------------------------------------------------
 Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/93
- - -----------------------------------------------------------------------------------------------------------------------------------
 Lexington Emerging Markets Fund, Inc.                                                                                   03/31/94
- - -----------------------------------------------------------------------------------------------------------------------------------
 Lexington Natural Resources Trust                                                                                       10/14/91
- - -----------------------------------------------------------------------------------------------------------------------------------
 MFS Emerging Growth Series                                                                                              07/24/95
- - -----------------------------------------------------------------------------------------------------------------------------------
 MFS Research Series                                                                                                     07/26/95
- - -----------------------------------------------------------------------------------------------------------------------------------
 MFS Total Return Series                                                                                                 01/03/95
- - -----------------------------------------------------------------------------------------------------------------------------------
 MFS Value Series
- - -----------------------------------------------------------------------------------------------------------------------------------
 MFS World Governments Series                                                                                            06/14/94
- - -----------------------------------------------------------------------------------------------------------------------------------
 Oppenheimer Capital Appreciation Fund
- - -----------------------------------------------------------------------------------------------------------------------------------
 Oppenheimer Global Securities Fund
- - -----------------------------------------------------------------------------------------------------------------------------------
 Oppenheimer Growth & Income Fund
- - -----------------------------------------------------------------------------------------------------------------------------------
 Oppenheimer Strategic Bond Fund
- - -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
Please refer to the discussion preceding the Tables for an explanation of the
charges included in the Standardized and Non-Standardized figures. These figures
represent historical performance and should not be considered a projection of
future performance.

                                     - 6 -

<PAGE>


                                     TABLE B
                  CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK
   
<TABLE>
<CAPTION>
                                          ------------------------------------------------------------------------------------------
                                                                                                                            Fund
       ($30 annual maintenance fee)                  STANDARDIZED                         NON-STANDARDIZED               Inception
                                                                                                                            Date
                                          ------------------------------------------------------------------------------------------
                SUBACCOUNT                1  Year     5 Years     10 Years   1 Year      3 Years     5 Years   10 Years
- - ------------------------------------------------------------------------------------------------------------------------------------
   <S>                                    <C>         <C>         <C>        <C>         <C>         <C>       <C>       <C>
   Aetna Variable Fund                                                                                                   04/30/75
- - ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Income Shares                                                                                                   06/01/78
- - ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Variable Encore Fund                                                                                            09/01/75
- - ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Investment Advisers Fund, Inc.                                                                                  06/23/89
- - ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Ascent Variable Portfolio                                                                                       07/03/95
- - ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Crossroads Variable Portfolio                                                                                   07/03/95
- - ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Legacy Variable Portfolio                                                                                       07/03/95
- - ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Variable Index Plus Portfolio                                                                                   09/12/96
- - ------------------------------------------------------------------------------------------------------------------------------------
   Alger American Balanced Portfolio                                                                                     09/05/89
- - ------------------------------------------------------------------------------------------------------------------------------------
   Alger American Growth Portfolio                                                                                       01/08/89
- - ------------------------------------------------------------------------------------------------------------------------------------
   Alger American Income and Growth
     Portfolio                                                                                                           11/14/88
- - ------------------------------------------------------------------------------------------------------------------------------------
   Alger American Leveraged AllCap
     Portfolio                                                                                                           01/25/95
- - ------------------------------------------------------------------------------------------------------------------------------------
   Alger American MidCap Growth                                                                                          04/30/93
     Portfolio
- - ------------------------------------------------------------------------------------------------------------------------------------
   Alger American Small Cap Portfolio                                                                                    09/21/88
- - ------------------------------------------------------------------------------------------------------------------------------------
   American Century VP Balanced                                                                                          05/01/91
- - ------------------------------------------------------------------------------------------------------------------------------------
   American Century VP Capital
     Appreciation                                                                                                        11/20/87
- - ------------------------------------------------------------------------------------------------------------------------------------
   American Century VP International                                                                                     05/01/94
- - ------------------------------------------------------------------------------------------------------------------------------------
   Federated American Leaders Fund II                                                                                    02/10/94
- - ------------------------------------------------------------------------------------------------------------------------------------
   Federated Fund for U.S. Government
     Securities II                                                                                                       03/28/94
- - ------------------------------------------------------------------------------------------------------------------------------------
   Federated Growth Strategies Fund II                                                                                   11/01/95
- - ------------------------------------------------------------------------------------------------------------------------------------
   Federated High Income Bond Fund II                                                                                    03/01/94
- - ------------------------------------------------------------------------------------------------------------------------------------
   Federated International Equity Fund                                                                                   04/04/95
     II
- - ------------------------------------------------------------------------------------------------------------------------------------
   Federated Prime Money Fund II                                                                                         11/14/94
- - ------------------------------------------------------------------------------------------------------------------------------------
   Federated Utility Fund II                                                                                             02/10/94
- - ------------------------------------------------------------------------------------------------------------------------------------

                                     - 7 -
<PAGE>

                                          ------------------------------------------------------------------------------------------
                                                                                                                            Fund
       ($30 annual maintenance fee)                  STANDARDIZED                         NON-STANDARDIZED               Inception
                                                                                                                            Date
                                          ------------------------------------------------------------------------------------------
                SUBACCOUNT                1  Year     5 Years     10 Years   1 Year      3 Years     5 Years   10 Years
- - ------------------------------------------------------------------------------------------------------------------------------------
   Fidelity VIP Equity-Income Portfolio                                                                                  10/22/86
- - ------------------------------------------------------------------------------------------------------------------------------------
   Fidelity VIP Growth Portfolio                                                                                         11/07/86
- - ------------------------------------------------------------------------------------------------------------------------------------
   Fidelity VIP High Income Portfolio                                                                                    10/11/85
- - ------------------------------------------------------------------------------------------------------------------------------------
   Fidelity VIP Overseas Portfolio                                                                                       02/13/87
- - ------------------------------------------------------------------------------------------------------------------------------------
   Fidelity VIP II Asset Manager                                                                                         09/06/89
     Portfolio
- - ------------------------------------------------------------------------------------------------------------------------------------
   Fidelity VIP II Contrafund Portfolio                                                                                  01/03/95
- - ------------------------------------------------------------------------------------------------------------------------------------
   Fidelity VIP II Index 500 Portfolio                                                                                   08/27/92
- - ------------------------------------------------------------------------------------------------------------------------------------
   Fidelity VIP II Investment Grade
     Bond Portfolio                                                                                                      12/05/88
- - ------------------------------------------------------------------------------------------------------------------------------------
   Janus Aspen Aggressive Growth                                                                                         09/13/93
     Portfolio
- - ------------------------------------------------------------------------------------------------------------------------------------
   Janus Aspen Balanced Portfolio                                                                                        09/13/93
- - ------------------------------------------------------------------------------------------------------------------------------------
   Janus Aspen Flexible Income Portfolio                                                                                 09/13/93
- - ------------------------------------------------------------------------------------------------------------------------------------
   Janus Aspen Growth Portfolio                                                                                          09/13/93
- - ------------------------------------------------------------------------------------------------------------------------------------
   Janus Aspen Short-Term Bond Portfolio                                                                                 09/13/93
- - ------------------------------------------------------------------------------------------------------------------------------------
   Janus Aspen Worldwide Growth                                                                                          09/13/93
     Portfolio
- - ------------------------------------------------------------------------------------------------------------------------------------
   Lexington Emerging Markets Fund, Inc.                                                                                 03/31/94
- - ------------------------------------------------------------------------------------------------------------------------------------
   Lexington Natural Resources Trust                                                                                     10/14/91
- - ------------------------------------------------------------------------------------------------------------------------------------
   MFS Emerging Growth Series                                                                                            07/24/95
- - ------------------------------------------------------------------------------------------------------------------------------------
   MFS Research Series                                                                                                   07/26/95
- - ------------------------------------------------------------------------------------------------------------------------------------
   MFS Total Return Series                                                                                               01/03/95
- - ------------------------------------------------------------------------------------------------------------------------------------
   MFS Value Series
- - ------------------------------------------------------------------------------------------------------------------------------------
   MFS World Governments Series                                                                                          06/14/94
- - ------------------------------------------------------------------------------------------------------------------------------------
   Oppenheimer Capital Appreciation Fund
- - ------------------------------------------------------------------------------------------------------------------------------------
   Oppenheimer Global Securities Fund
- - ------------------------------------------------------------------------------------------------------------------------------------
   Oppenheimer Growth & Income Fund
- - ------------------------------------------------------------------------------------------------------------------------------------
   Oppenheimer Strategic Bond Fund
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

Please refer to the discussion preceding the Tables for an explanation of the
charges included in the Standardized and Non-Standardized figures. These figures
represent historical performance and should not be considered a projection of
future performance.

                                     - 8 -


<PAGE>


                                ANNUITY PAYMENTS

When Annuity payments are to begin, the value of the Account is determined using
Accumulation Unit values as of the tenth Valuation Date before the first Annuity
payment is due. Such value (less any applicable premium tax) is applied to
provide an Annuity in accordance with the Annuity and investment options
elected.

The Annuity option tables found in the Contract show, for each form of Annuity,
the amount of the first Annuity payment for each $1,000 of value applied.
Thereafter, variable Annuity payments fluctuate as the Annuity Unit value(s)
fluctuates with the investment experience of the selected investment option(s).
The first payment and subsequent payments also vary depending on the assumed net
investment rate selected (3.5% 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 increases by more than 5% on an annual
basis. Annuity payments would decline if the rate failed to increase by 5%. Use
of the 3.5% 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.

When the Annuity Period begins, the Annuitant is credited with a fixed number of
Annuity Units (which does not change thereafter) in each of the designated
investment options. This number is calculated by dividing (a) by (b), where (a)
is the amount of the first Annuity payment based on a particular investment
option, and (b) is the then current Annuity Unit value for that investment
option. As noted, Annuity Unit values fluctuate from one Valuation Date to the
next; such fluctuations reflect changes in the net investment factor for the
appropriate Subaccount(s) (with a ten Valuation Date lag which gives the Company
time to process Annuity payments) and a mathematical adjustment which offsets
the assumed net investment rate of 3.5% or 5% per annum.

The operation of all these factors can be illustrated by the following
hypothetical example. These procedures will be performed separately for the
investment options selected during the Annuity Period.

EXAMPLE:

Assume that, at the date Annuity payments are to begin, there are 3,000
Accumulation Units credited under a particular Account and that the value of an
Accumulation Unit for the tenth Valuation Date prior to retirement was
$13.650000. This produces a total value of $40,950.

Assume also that no premium tax is payable and that the Annuity table in the
Contract provides, for the option elected, a first monthly variable Annuity
payment of $6.68 per $1000 of value applied; the Annuitant's first monthly
payment would thus be 40.950 multiplied by $6.68, or $273.55.

Assume then that the value of an Annuity Unit for the Valuation Date on which
the first payment was due was $13.400000. When this value is divided into the
first monthly payment, the number of Annuity Units is determined to be 20.414.
The value of this number of Annuity Units will be paid in each subsequent month.

If the net investment factor with respect to the appropriate Subaccount is
1.0015000 as of the tenth Valuation Date preceding the due date of the second
monthly payment, multiplying this factor by .9999058* (to neutralize the assumed
net investment rate of 3.5% per annum built into the number of Annuity Units
determined above) produces a result of 1.0014057. This is then multiplied by the
Annuity Unit value for the prior Valuation Date (assume such value to be
$13.504376) to produce an Annuity Unit value of $13.523359 for the Valuation
Date on which the second payment is due.

                                     - 9 -

<PAGE>

The second monthly payment is then determined by multiplying the number of
Annuity Units by the current Annuity Unit value, or 20.414 times $13.523359,
which produces a payment of $276.07.

*If an assumed net investment rate of 5% is elected, the appropriate factor to
neutralize such assumed rate would be .9998663.

                         SALES MATERIAL AND ADVERTISING

The Company may include hypothetical illustrations in its sales literature that
explain the mathematical principles of dollar cost averaging, compounded
interest, tax deferred accumulation, and the mechanics of variable annuity
contracts. The Company may also discuss the difference between variable annuity
contracts and other types of savings or investment products, including, but not
limited to, personal savings accounts and certificates of deposit.

We may distribute sales literature that compares the percentage change in
Accumulation Unit values for any of the Subaccounts to established market
indices such as the Standard & Poor's 500 Stock Index and the Dow Jones
Industrial Average or to the percentage change in values of other management
investment companies that have investment objectives similar to the Subaccount
being compared.

   
We may publish in advertisements and reports, the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Services, Inc. The purpose of the ratings is to reflect our financial strength
and/or claims-paying ability. We may also quote ranking services such as
Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable
Insurance Products Performance Analysis Service (VIPPAS), which rank variable
annuity or life Subaccounts or their underlying funds by performance and/or
investment objective. We may illustrate in advertisements the performance of the
underlying funds, if accompanied by performance which also shows the performance
of such funds, reduced by applicable charges under the Separate Account. We may
also show in advertisements the portfolio holdings of the underlying funds,
updated at various intervals. From time to time, we will quote articles from
newspapers and magazines or other publications or reports, including, but not
limited to The Wall Street Journal, Money magazine, USA Today and The VARDS
Report.
    

The Company may provide in advertising, sales literature, periodic publications
or other materials information on various topics of interest to current and
prospective Certificate Holders. These topics may include the relationship
between sectors of the economy and the economy as a whole and its effect on
various securities markets, investment strategies and techniques (such as value
investing, market timing, dollar cost averaging, asset allocation, constant
ratio transfer and account rebalancing), the advantages and disadvantages of
investing in tax-deferred and taxable investments, customer profiles and
hypothetical purchase and investment scenarios, financial management and tax and
retirement planning, and investment alternatives to certificates of deposit and
other financial instruments, including comparison between the Contracts and the
characteristics of and market for such financial instruments.

                              INDEPENDENT AUDITORS

KPMG Peat Marwick LLP, CityPlace II, Hartford, Connecticut 06103-4103, are the
independent auditors for the Separate Account and for the Company. The services
provided to the Separate Account include primarily the examination of the
Separate Account's financial statements and the review of filings made with the
SEC.

                                     - 10 -
<PAGE>


                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT B

                                      Index


Independent Auditors' Report................................. S-
Statement of Assets and Liabilities.......................... S-
Statement of Operations...................................... S-
Statements of Changes in Net Assets.......................... S-
Notes to Financial Statements................................ S-
Condensed Financial Information.............................. S-







      FINANCIAL STATEMENTS OF VARIABLE ANNUITY ACCOUNT B AND OF AETNA LIFE
             INSURANCE AND ANNUITY COMPANY TO BE FILED BY AMENDMENT


                                      S-1
<PAGE>






                       STATEMENT OF ADDITIONAL INFORMATION




                           VARIABLE ANNUITY ACCOUNT B




                           VARIABLE ANNUITY CONTRACTS

                                    issued by

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY



<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:
                  - Independent Auditors' Report 
                  - Statement of Assets and Liabilities as of December 31, 1996 
                  - Statement of Operations for the year ended December 31, 1996
                  - Statements of Changes in Net Assets for the years ended
                    December 31, 1996 and 1995
                  - Notes to Financial Statements
                  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)    Form of Selling Agreement(2)
         (3.2)    Alternative Form of Wholesaling Agreement and Related Selling
                  Agreement(3)
         (3.3)    Form of Federated Broker Dealer Agreement (9/2/94)(4)
         (4.1)    Form of Variable Annuity Contract G-MP1(5/96) 
         (4.2)    Form of Variable Annuity Contract Certificate MP1Cert (5/96)
         (4.3)    Form of Variable Annuity Contract I-MP1(5/96) 
         (4.4)    Form of Variable Annuity Contract G-CDA-96(NY) 
         (4.5)    Form of Variable Annuity Contract Certificate GMCC-96(NY) 
         (4.6)    Form of Endorsements MP1IRA(5/97) and I-MP1IRA(5/97) to
                  Contracts G-MP1(5/96) and MP1CERT(5/96)
         (4.7)    Form of Endorsements MP1QP(5/97) and I-MP1QP(5/97) to 
                  Contracts G-MP1(5/96) and MP1CERT(5/96)

<PAGE>

         (4.8)    Form of Endorsements MP1TDA(5/97) and I-MP1TDA(5/97) to
                  Contracts G-MP1(5/96) and MP1CERT(5/96) 
         (4.9)    Form of Endorsements MP1DC(5/97) and I-MP1(5/97) to Contracts
                  G-MP1(5/96) and MP1CERT(5/96)
         (4.10)   Form of Endorsements G-MP1IRA(11/96) to Contracts G-CDA-96(NY)
                  and GMCC-96(NY)
         (4.11)   Form of Endorsements MP1END(5/97) and I-MP1END (5/97) to
                  Contracts GMP1(5/96) and MP1CERT(5/96) 
         (5)      Form of Variable Annuity Contract Applications (300-MAR-IB and
                  710.6.13)(5) 
         (6.1)    Certificate of Incorporation and By-Laws of Aetna Life
                  Insurance and Annuity Company(7) 
         (6.2)    Amendment of Certificate of Incorporation of Aetna Life
                  Insurance and Annuity Company(8) 
         (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)    Form of Fund Participation Agreement by and among Aetna Life
                  Insurance and Annuity Company, Insurance Management Series and
                  Federated Advisors (12/12/94)(9)
         (8.3)    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(8)
         (8.4)    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)
         (8.5)    Service Agreement between Aetna Life Insurance and Annuity
                  Company and Fidelity Investments Institutional Operations
                  Company dated as of November 1, 1995(10)
         (8.6)    Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company and Janus Aspen Series dated April 19, 1994,
                  and amended March 1, 1996(3)
         (8.7)    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)
         (8.8)    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)
         (8.9)    Fund Participation Agreement among MFS Variable Insurance
                  Trust, Aetna Life Insurance and Annuity Company and
                  Massachusetts Financial Services Company

<PAGE>

         (8.10)   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(11)
         (8.11)   Form of Fund Participation Agreement between Aetna Life
                  Insurance and Annuity Company and Oppenheimer Variable Annuity
                  Account Funds and OppenheimerFunds, Inc.
         (8.12)   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)
         (8.13)   Form of Administrative Service Agreement between Aetna Life
                  Insurance and Annuity Company and Agency, Inc.(2)
         (9)      Opinion of Counsel*
         (10.1)   Consent of Independent Auditors*
         (10.2)   Consent of Counsel*
         (11)     Not applicable
         (12)     Not applicable
         (13)     Schedule for Computation of Performance Data(11)
         (14)     Not applicable
         (15.1)   Powers of Attorney(8)
         (15.2)   Authorization for Signatures(3)
         (27)     Financial Data Schedule*

*To be filed by amendment

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. 15 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed on April
     19, 1994.
6.   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 18, 1996.
7.   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.
8.   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.
9.   Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 33-79122), as filed on September 15, 1994.
<PAGE>

10.  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.

11.  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

Daniel P. Kearney       Director and President

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

Christopher J. Burns    Director and Senior Vice President

Laura R. Estes          Director and Senior Vice President

Gail P. Johnson         Director and Vice President

John Y. Kim             Director and Senior Vice President

Shaun P. Mathews        Director and Vice President

Glen Salow              Director and Vice President

Creed R. Terry          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 26 of Post-Effective Amendment No.
12 to the Registration Statement on Form N-4 (File No. 33-75964), as filed
electronically on February 11, 1997.

Item 27. Number of Contract Owners

     As of December 31, 1996, there were 47,053 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 (ALIAC) also
         acts as the principal underwriter and investment adviser for Aetna
         Variable Encore Fund, Aetna Variable Fund, Aetna Series Fund, Inc.,
         Aetna Generation Portfolios, Inc., Aetna Income Shares, Aetna
         Investment Advisers Fund, Inc., Aetna GET Fund, and Aetna Variable
         Portfolios, Inc. (all registered management investment companies under
         the 1940 Act). Additionally, ALIAC acts as the principal underwriter
         and depositor for Variable Life Account B and Variable Annuity Accounts
         C and G (separate accounts of ALIAC registered as unit investment
         trusts under the 1940 Act). ALIAC is also the principal underwriter for
         Variable Annuity Account I (a separate account of Aetna Insurance
         Company of America registered as a unit investment trust under the 1940
         Act).

     (b) See Item 25 regarding the Depositor.
<PAGE>

     (c) Compensation as of December 31, 1996:

<TABLE>
<CAPTION>

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

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

*    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. 26 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 21st day of February, 1997.

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

                          By:    AETNA LIFE INSURANCE AND ANNUITY COMPANY
                                    (Depositor)

                          By:    Daniel P. Kearney*
                                 ------------------------------------------
                                 Daniel P. Kearney
                                 President

     As required by the Securities Act of 1933, this Post-Effective Amendment
No. 26 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>

Daniel P. Kearney*                    Director and President                                         )
- - ------------------------------------  (principal executive officer)                                  )
Daniel P. Kearney                                                                                    )
                                                                                                     )
Timothy A. Holt*                      Director, Senior Vice President and Chief                      )
- - -----------------------------------   Financial Officer                                              )
Timothy A. Holt                                                                                      )
                                                                                                     )
Christopher J. Burns*                 Director                                                       )   February
- - ------------------------------------                                                                 )
Christopher J. Burns                                                                                 )   21, 1997
                                                                                                     )
Laura R. Estes*                       Director                                                       )
- - ------------------------------------                                                                 )
Laura R. Estes                                                                                       )
                                                                                                     )
Gail P. Johnson*                       Director                                                      )
- - ------------------------------------                                                                 )
Gail P. Johnson                                                                                      )


<PAGE>



                                                                                                     )
John Y. Kim*                           Director                                                      )
- - ------------------------------------                                                                 )
John Y. Kim                                                                                          )
                                                                                                     )
Shaun P. Mathews*                      Director                                                      )
- - ------------------------------------                                                                 )
Shaun P. Mathews                                                                                     )
                                                                                                     )
Glen Salow*                            Director                                                      )
- - ------------------------------------                                                                 )
Glen Salow                                                                                           )
                                                                                                     )
Creed R. Terry*                        Director                                                      )
- - ------------------------------------                                                                 )
Creed R. Terry                                                                                       )
                                                                                                     )
Deborah Koltenuk*                     Vice President and Treasurer, Corporate Controller             )
- - ------------------------------------                                                                 )
Deborah Koltenuk                                                                                     )
</TABLE>

By:     /s/Julie E. Rockmore
        ------------------------------------------------------------
        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               Form of Selling Agreement                                                             *

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

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

99-B.4.1               Form of Variable Annuity Contract G-MP1(5/96)
                                                                                                      -----------------

99-B.4.2               Form of Variable Annuity Contract Certificate MP1Cert(5/96)
                                                                                                      -----------------

99-B.4.3               Form of Variable Annuity Contract I-MP1(5/96)
                                                                                                      -----------------

99-B.4.4               Form of Variable Annuity Contract G-CDA-96(NY)
                                                                                                      -----------------

99-B.4.5               Form of Variable Annuity Contract Certificate GMCC-96(NY)
                                                                                                      -----------------

99-B.4.6               Form of Endorsements MP1IRA(5/97) and I-MP1IRA(5/97) to Contracts
                       G-MP1(5/96) and MP1CERT(5/96)
                                                                                                      -----------------

99-B.4.7               Form of Endorsements MP1QP(5/97) and I-MP1QP(5/97) to Contracts G-MP1(5/96)
                       and MP1CERT(5/96)
                                                                                                      -----------------

99-B.4.8               Form of Endorsements MP1TDA(5/97) and I-MP1TDA(5/97) to Contracts
                       G-MP1(5/96) and MP1CERT(5/96)
                                                                                                      -----------------

99-B.4.9               Form of Endorsements MP1DC(5/97) and I-MP1DC(5/97) to Contracts G-MP1DC(5/96)
                       and MP1CERT(5/96)
                                                                                                      -----------------

99-B.4.10              Form of Endorsements G-MP1IRA(11/96)) to Contracts
                       G-CDA-96(NY) and GMCC-96(NY)
                                                                                                      -----------------

99-B.4.11              Form of Endorsements MP1END(5/97) and I-MP1END(5/97) to Contract GMP1(5/96)
                       and MP1CERT(5/96)
                                                                                                      -----------------

*Incorporated by reference


<PAGE>



Exhibit No.            Exhibit                                                                        Page
- - -----------            -------                                                                        ----
99-B.5                 Form of Variable Annuity Contract Applications (300-MAR-IB and 710.6.13               *

99-B.6.1               Certificate of Incorporation and By-Laws 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               Form of Fund Participation Agreement by and among Aetna Life Insurance and            *
                       Annuity Company, Insurance Management Series and Federated Advisors
                       (12/12/94)

   
99-B.8.3               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.8.4               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.8.5               Service Agreement between Aetna Life Insurance and Annuity Company and                *
                       Fidelity Investments Institutional Operations Company dated as of November
                       1, 1995

99-B.8.6               Fund Participation Agreement between Aetna Life Insurance and Annuity                 *
                       Company and Janus Aspen Series dated April 19, 1994, and amended March 1,
                       1996

*Incorporated by reference


<PAGE>



Exhibit No.            Exhibit                                                                        Page
- - -----------            -------                                                                        ----
99-B.8.7               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.8.8               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.8.9               Fund Participation Agreement among MFS Variable Insurance Trust, Aetna Life
                       Insurance and Annuity Company and Massachusetts Financial Services Company     -----------------
                                                                                                     

99-B.8.10              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

99-B.8.11              Form of Fund Participation Agreement between Aetna Life Insurance and
                       Annuity Company and Oppenheimer Variable Annuity Account Funds and             -----------------
                       OppenheimerFunds, Inc.
                                                                                                      
99-B.8.11.a            Form of Service Agreement between OppenheimerFunds, Inc. and Aetna Life
                       Insurance and Annuity Company                                                  -----------------

99-B.8.12              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.8.13              Form of Administrative Service Agreement between Aetna Life Insurance and             *
                       Annuity Company and Agency, Inc.

99-B.9                 Opinion of Counsel                                                                    **

99-B.10.1              Consent of Independent Auditors                                                       **

99-B.10.2              Consent of Counsel                                                                    **

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
**To be filed by amendment



[Aetna logo]        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 Number
  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/Daniel Kearney                  /s/Susan M. Schechter
     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 from          There will be deductions for mortality and expense
the Separate             risks and administrative fees. (See Contract
Account                  Schedule I and II).
- - --------------------------------------------------------------------------------
Deduction from           Purchase Payment(s) are subject to a deduction for
Purchase                 premium taxes, if any. (See 3.01.)
Payment(s)
- - --------------------------------------------------------------------------------
Surrender                There will be a charge deducted upon surrender. (See 
Fee                      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           A daily charge is deducted from any portion of the
Account:                      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            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, the
                              Maintenance Fee is $0.

                                       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:

<TABLE>
<CAPTION>
                              Length of Time from Deposit of Net           Surrender Fee
                              Purchase Payment (Years)                   (as percentage of
                                                                        Net Purchase Payment)
                              <S>                                               <C>
                              Less than 1 year                                  3%
                              More than 1 but less than 2 years                 2%
                              More than 2 but less than 3 years                 1%
                              More than 3 years                                 0%
</TABLE>

Systematic Withdrawal         The specified payment or specified percentage may
Option (SWO):                 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           A daily charge at an annual effective rate of
Account:                      1.25% 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      If a Variable Annuity is chosen, an assumed annual
Annual Net Return Rate:       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            3.0% (effective annual rate of return)
Interest Rate:


See 1. GENERAL DEFINITIONS for explanations.

                                       5
<PAGE>


                               TABLE OF CONTENTS

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

                                       6
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                                                                        Page
1.30 Separate Account .................................................. 12
1.31 Surrender Value ................................................... 12
1.32 Transfers ......................................................... 12
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 ............................................ 14
2.05 State Laws ........................................................ 14
2.06 Control of Contract ............................................... 14
2.07 Designation of Beneficiary ........................................ 14
2.08 Misstatements and Adjustments ..................................... 14
2.09 Incontestability .................................................. 14
2.10 Grace Period ...................................................... 15
2.11 Individual Certificates ........................................... 15

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 .......................... 16
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 ............ 17
3.08 Notice to the Certificate Holder .................................. 18
3.09 Loans ............................................................. 18
3.10 Systematic Withdrawal Option (SWO) ................................ 18
3.11 Death Benefit Amount .............................................. 20

                                       7
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                                                                        Page
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 ........................................................... 23
4.02 Terms of Annuity Options .......................................... 24
4.03 Death of Annuitant/Beneficiary .................................... 25
4.04 Fund(s) Annuity Units -- Separate Account ......................... 26
4.05 Fund(s) Annuity Unit Value -- Separate Account .................... 26
4.06 Annuity Net Return Factor(s) -- Separate Account .................. 26
4.07 Annuity Options ................................................... 27

                                       8
<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. 

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.

                                       9
<PAGE>


1.13 Deposit Period:          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 Reinvestments are accepted into the 
                              AG Account for one or more Guaranteed Terms. Aetna
                              reserves the right to extend the Deposit Period.

1.14 Dollar Cost Averaging:   A program that permits the Certificate Holder to 
                              systematically transfer amounts from any of the 
                              Funds and the one-year AG Account Guaranteed Term 
                              to any of the Funds. Dollar Cost Averaging is not 
                              available with the Systematic Withdrawal Option
                              or the Estate Conservation Option.

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) applicable
     AG Account:              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 Deposit 
                              Period and the ensuing Guaranteed Term. 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.

1.19 Guaranteed Term:         The period of time for which AG Account Guaranteed
                              Rates are guaranteed on Net Purchase Payments, 
                              Transfers and Reinvestments made into a current 
                              Deposit Period for the AG Account. Such period
                              begins on the day following the close of the 
                              Deposit Period and ends on the designated Maturity
                              Date. Guaranteed Terms are offered at Aetna's
                              discretion for various lengths of time ranging up 
                              to and including ten years. 

                              During a Deposit Period, Aetna may make available
                              any number of Guaranteed Terms. The Certificate
                              Holder may allocate Net Purchase Payments and
                              Transfers into any or all of the available
                              Guaranteed Terms.

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

                                       10
<PAGE>


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 Adjustment  An adjustment that may apply to an amount
     (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 Account
     Transfer:                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 Payment(s): The Purchase Payment less premium taxes, as 
                              applicable. 

1.27 Nonunitized Separate     A separate account set up by Aetna under Title 38,
     Account:                 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 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

                                       11
<PAGE>


1.29 Reinvestment             will be used. Aetna will mail a confirmation 
     (Cont'd):                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 the AG Account under this 
                              Contract during the Accumulation Period. 

1.33 Valuation Period         The period of time for which a Fund determines its
     (Period):                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 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.

                                       12
<PAGE>


2.01 Change of Contract       Aetna reserves the right to change the terms of 
     (Cont'd):                the Systematic Withdrawal Option (3.10) for future
                              elections and discontinue the availability of this
                              option after proper notification. 

                              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. 

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

                                       13
<PAGE>


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:             Beneficiary. If the Account is owned jointly, 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. 

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.

                                       14
<PAGE>


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 3.17).

2.11 Individual Certificates: Aetna shall issue a certificate to each 
                              Certificate Holder. The certificate will summarize
                              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. 

                              The Net Purchase Payment will be credited among: 

                              (a) The current Deposit Period(s) for Guaranteed 
                                  Terms under the AG Account; and 
                              (b) The Fund(s) in which the Separate Account 
                                  invests. 

                              For each Net Purchase Payment, the Certificate 
                              Holder shall tell Aetna the allocation percentage 
                              to be applied to the current Deposit Period for 
                              each of the available 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 when the
                              Contract was purchased. 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              Aetna will maintain an Account for each
     Holder's Account:        Certificate Holder.

                              Aetna will declare from time to time the 
                              acceptability and the minimum amount for 
                              additional Purchase Payments. Each Account will be
                              subject to the Terms and Conditions of the 
                              Contract in effect at the time the first Purchase
                              Payment for such Account is applied to the 
                              Contract except for changes made to comply with
                              federal or state law. 

3.03 Fund(s) Record Units --  The portion of the Net Purchase Payment(s)
     Separate Account:        applied to each Fund under the Separate 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.

                                       15
<PAGE>



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

                              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         A Fund record unit value is computed by
     Value -- Separate        multiplying the net return factors for the current
     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
     Adjustment:              Account before the end of a Guaranteed Term when 
                              the withdrawal is: 

                              (a) A Transfer; except for Transfers from the
                                  one-year AG Account Guaranteed Account under 
                                  the Dollar Cost Averaging program or, as 
                                  specified in 1.24 Matured Term Value Transfer;
                              (b) A full or partial surrender (including a 10% 
                                  free withdrawal under 3.14); except for a 
                                  partial withdrawal under the Systematic 
                                  Withdrawal Option; 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. 

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

                              (a) To any other Fund; or 
                              (b) To any Guaranteed Term of the AG Account 
                                  available in the current Deposit Period.

                                       17
<PAGE>


3.07 Transfer of Current      Transfer requests can be submitted as a percentage
     Value from the Funds     or as a dollar amount. Aetna may establish a
     or AG Account (Cont'd):  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 applied to Guaranteed Terms of the AG 
                              Account may not be transferred to the Funds or to 
                              another Guaranteed Term during the Deposit Period
                              or for 90 days after the close of the 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 from the one-year 
                              AG Account Guaranteed Term 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.

3.10 Systematic Withdrawal    A distribution option under which a portion of
     Option (SWO):            the Account's Current Value will automatically be 
                              surrendered and distributed each year. SWO 
                              payments will be calculated on the Account's full
                              Current Value. The distributed amount is withdrawn
                              pro rata from each investment option under the 
                              Account. A Surrender Fee will not be deducted from
                              any portion of the Current Value which is paid as 
                              a distribution under SWO. 

                              Certificate Holders should consult their tax 
                              adviser prior to requesting this distribution
                              option. Aetna will not be responsible for any 
                              adverse tax consequences due to receiving SWO 
                              payments.

                                       18
<PAGE>



3.10 Systematic Withdrawal    (a) Amount of Distribution: The Certificate Holder
Option (SWO)                      may elect one of the three payment methods 
(Cont'd):                         described below.

                                  (1) Specified Payment: Payments of a 
                                      designated dollar amount. The annual 
                                      amount may not be greater than the 
                                      percentage of the Current Value at time of
                                      election as shown on Contract Schedule I. 
                                      This annual dollar amount will remain 
                                      constant. At its discretion, Aetna may 
                                      require a minimum initial payment amount; 

                                 (2) Specified Period: Payments which are made 
                                     over a period of time which must be at
                                     least 10 years. The annual amount paid each
                                     year is calculated by dividing the Current 
                                     Value as of December 31 of the prior year 
                                     by the number of payment years remaining; 
                                     or 

                                 (3) Specified Percentage: Payment of a 
                                     designated percentage which cannot be 
                                     greater than the percentage of the Current 
                                     Value at the time of election as shown on 
                                     Contract Schedule I. The percentage may be 
                                     changed by written request. Aetna reserves 
                                     the right to limit the number of times the
                                     percentage may be changed. The annual 
                                     amount is calculated by multiplying the
                                     Current Value as of December 31 of the 
                                     year prior to the payment by the
                                     designated percentage. 

                         (b) Minimum Initial Current Value: At its discretion,
                             Aetna may require a minimum initial Current Value 
                             for election of this option. If after election of 
                             this option the Current Value is insufficient to 
                             make a scheduled SWO payment, Aetna will distribute
                             the entire Account balance. 

                         (c) Date of Distribution: The Certificate Holder shall 
                             specify the initial distribution date. The earliest
                             date for distribution is the date on which the
                             Certificate Holder attains age 59 1/2. As elected 
                             by the Certificate Holder, SWO payments will be 
                             made on a monthly, quarterly, semi-annual or annual
                             basis. If SWO payments are made more frequently 
                             than annually, the designated annual amount is 
                             divided by the number of payments due each calendar
                             year. Subsequent distributions will be made on the
                             15th of any month or such other date Aetna may
                             designate or allow. 

                         (d) SWO payments will cease upon the Certificate 
                             Holder's or Annuitant's death. A Beneficiary, 
                             however, may elect to continue SWO as provided
                             in 3.12. 

                         (e) Election and Revocation: SWO may be elected by 
                             submitting a completed and signed election form to 
                             Aetna's home office. Once elected, this option may 
                             be revoked by the Certificate Holder or spousal 
                             Beneficiary, if elected after the Certificate 
                             Holder's death, by submitting a written request to
                             Aetna at its home office. Any revocation will apply
                             only to amounts not yet paid. SWO may be elected 
                             only once by the Certificate Holder or by the 
                             spousal Beneficiary.

                                       19
<PAGE>


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 when the Certificate 
                                  Holder is the 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. 

                                   The excess, if any, of the guaranteed death 
                                   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 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 on 
                                  Purchase Payments made since the death of the 
                                  Certificate Holder or Annuitant. 

3.12 Death Benefit Options    Prior to any election, or until amounts must 
     Available to             be otherwise distributed under this section, the
     Beneficiary:             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 the Annuitant dies (or when the
                                  Certificate Holder is a nonnatural person if 
                                  the Annuitant dies):

                                       20
<PAGE>


3.12 Death Benefit Options        (1) If the Beneficiary is the surviving 
     Available to                     spouse, the spousal Beneficiary will be
     Beneficiary (Cont'd):            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. 

                                (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 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 Options       (3)  If no Beneficiary exists, a lump sum
     Available to Beneficiary         payment equal to the Surrender Value must
     (Cont'd):                        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:

                                (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 Value 
     Surrender 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;

                               (b) As a premium for an Annuity option (see
                                  4.07);

                               (c) As a distribution under the SWO provision
                                  (see 3.10);

                                       22

<PAGE>






3.14 Surrender Fee            (d)  At least 12 months after the date of the
     (Cont'd):                     first Purchase Payment to the Account, in an
                                   amount equal to or less than 10% of the
                                   Current Value. This applies to the first
                                   surrender request, partial or full, in a
                                   calendar year. The Current Value is
                                   calculated as of the date the surrender
                                   request is received in good order at Aetna's
                                   home office. This waiver is not available to
                                   the Certificate Holder while SWO is in
                                   effect;

                               (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.



3.15 Payment of                Under certain emergency conditions, Aetna may
     Surrender 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 Current Value: 

                               Upon 90 days' written notice to the Certificate
                               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.

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.

                                       23
<PAGE>

4.01 Choices                  When an Annuity option is chosen, Aetna must also
     (Cont'd):                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 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). 

4.02 Terms of Annuity         (a) When payments start, the age of the Annuitant
     Options:                     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 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 and a larger 
                                  payment would result from applying the 
                                  Surrender Value to a current Aetna single 
                                  premium immediate Annuity, Aetna will make the
                                  larger payment. 

                              (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.

                                       24
<PAGE>


4.02 Terms of Annuity             (e) Assumed Annual Net Return Rate is the 
     Options (Cont'd):                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 
     Beneficiary:                      the 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 Holder's, 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 Holder's, 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.

                                       25
<PAGE>


4.03 Death of Annuitant/           (d) If the Beneficiary or the successor payee
     Beneficiary (Cont'd):             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 
     Separate Account:             based on the amount of the first Variable  
                                   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.

                                   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 
     Value -- Separate Account:    For any Valuation Period, a Fund Annuity unit
                                   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

                                       26
<PAGE>


4.06 Annuity Net Return            (b) The value of the shares of the Fund held 
     Factor(s) -- Separate             by the Separate Account at the start of  
     Account (Cont'd):                 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 Stated Period of 
                                   Time -- An Annuity will be paid for the     
                                   number of years chosen. The number of years 
                                   must be at least 5 and not more than 30.    

                                   If payments for this option are made under a
                                   Variable Annuity, the present value of any
                                   remaining payments may be withdrawn at any
                                   time. If a withdrawal is requested within 3
                                   years after the start of payments, it will be
                                   treated as a surrender and any applicable
                                   Surrender Fee will be applied (see 3.14).

                                   If a nonspouse Beneficiary elects this option
                                   at the death of the Certificate Holder, the
                                   period selected may not extend beyond the
                                   Beneficiary's life expectancy.

                                   Option 2 -- Life Income -- An Annuity will be
                                   paid for the life of the Annuitant. If also
                                   chosen, Aetna will guarantee payments for 60,
                                   120, 180, or 240 months.

                                   Option 3 -- Life Income Based upon the Lives
                                   of Two Annuitants -- An Annuity will be paid
                                   during the lives of the Annuitant and a
                                   second Annuitant. Payments will continue
                                   until both Annuitants have died. When this
                                   option is chosen, a choice must be made of:
                                   

                                   (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) Payments for a minimum of 120 months with
                                       100% of the payment to continue after the
                                       first death; or
                                   (e) 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. 

                                   Other Options -- Aetna may make other options
                                   available as allowed by the laws of the state
                                   in which this Contract and the Certificate is
                                   delivered.

                                       27
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%


              Guaranteed     Monthly   Quarterly      Semi-Annual    Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      3           3.00%      $ 28.99    $ 86.76        $ 172.88     $ 343.23
      4           3.00%        22.06      66.02          131.56       261.19
      5           3.00%        17.91      53.59          106.78       211.99
      6           3.00%        15.14      45.30           90.27       179.22
      7           3.00%        13.16      39.39           78.49       155.83
      8           3.00%        11.68      34.96           69.66       138.31
      9           3.00%        10.53      31.52           62.81       124.69
     10           3.00%         9.61      28.77           57.33       113.82
     11           3.00%         8.86      26.52           52.85       104.93
     12           3.00%         8.24      24.65           49.13        97.54
     13           3.00%         7.71      23.08           45.98        91.29
     14           3.00%         7.26      21.73           43.29        85.95
     15           3.00%         6.87      20.56           40.96        81.33
     16           3.00%         6.53      19.54           38.93        77.29
     17           3.00%         6.23      18.64           37.14        73.74
     18           3.00%         5.96      17.84           35.56        70.59
     19           3.00%         5.73      17.13           34.14        67.78
     20           3.00%         5.51      16.50           32.87        65.26
     21           3.00%         5.32      15.92           31.72        62.98
     22           3.00%         5.15      15.40           30.68        60.92
     23           3.00%         4.99      14.92           29.74        59.04
     24           3.00%         4.84      14.49           28.88        57.33
     25           3.00%         4.71      14.09           28.08        55.76
     26           3.00%         4.59      13.73           27.36        54.31
     27           3.00%         4.47      13.39           26.68        52.97
     28           3.00%         4.37      13.08           26.06        51.74
     29           3.00%         4.27      12.79           25.49        50.60
     30           3.00%         4.18      12.52           24.95        49.53

                                       28

<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

               Payments Guaranteed for a Stated Period of Months


     Adjusted
      Age of        None           60        120       180       240
     Annuitant
- - --------------------------------------------------------------------------------
        50         $ 4.05        $ 4.05    $ 4.03    $ 3.99    $ 3.93
        51           4.12          4.11      4.09      4.05      3.99
        52           4.19          4.19      4.16      4.11      4.04
        53           4.27          4.26      4.23      4.18      4.10
        54           4.35          4.34      4.31      4.25      4.16

        55           4.44          4.42      4.39      4.32      4.22
        56           4.53          4.51      4.47      4.40      4.29
        57           4.62          4.61      4.56      4.48      4.35
        58           4.72          4.71      4.65      4.56      4.42
        59           4.83          4.81      4.75      4.64      4.49

        60           4.95          4.93      4.86      4.73      4.55
        61           5.07          5.05      4.97      4.83      4.62
        62           5.20          5.17      5.08      4.92      4.69
        63           5.34          5.31      5.20      5.02      4.76
        64           5.49          5.45      5.33      5.12      4.83

        65           5.65          5.61      5.47      5.22      4.89
        66           5.82          5.77      5.61      5.33      4.96
        67           6.01          5.94      5.75      5.44      5.02
        68           6.20          6.13      5.91      5.54      5.08
        69           6.41          6.33      6.07      5.65      5.14

        70           6.64          6.54      6.23      5.76      5.19
        71           6.88          6.76      6.41      5.86      5.24
        72           7.14          7.00      6.59      5.97      5.28
        73           7.43          7.26      6.77      6.06      5.32
        74           7.73          7.53      6.96      6.16      5.35

        75           8.06          7.82      7.14      6.25      5.38

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       29

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
  Adjusted Ages
              Second
Annuitant   Annuitant    Option 3a    Option 3b      Option 3c      Option 3d      Option 3e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 3.69        $ 4.05         $ 4.27         $ 3.69         $ 4.03  
    55         55          3.88          4.25           4.47           3.87           4.14  
    55         60          3.99          4.44           4.71           3.98           4.42  
                                                                                            
    60         55          3.99          4.44           4.71           3.98           4.42  
    60         60          4.24          4.71           4.99           4.23           4.57  
    60         65          4.38          4.97           5.32           4.38           4.93  
                                                                                            
    65         60          4.38          4.97           5.32           4.38           4.93  
    65         65          4.72          5.33           5.70           4.71           5.14  
    65         70          4.93          5.68           6.15           4.91           5.66  
                                                                                            
    70         65          4.93          5.68           6.15           4.91           5.66  
    70         70          5.40          6.21           6.70           5.36           5.96  
    70         75          5.69          6.68           7.32           5.62           6.67  
                                                                                            
    75         70          5.69          6.68           7.32           5.62           6.67  
    75         75          6.37          7.45           8.15           6.23           7.12  
    75         80          6.78          8.11           8.99           6.54           8.13  
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       30

<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%


              Guaranteed     Monthly   Quarterly      Semi-Annual    Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      3           3.50%      $ 29.19    $ 87.33        $ 173.91     $ 344.86
      4           3.50%        22.27      66.61          132.65       263.04
      5           3.50%        18.12      54.19          107.92       213.99
      6           3.50%        15.35      45.92           91.44       181.32
      7           3.50%        13.38      40.01           79.69       158.01
      8           3.50%        11.90      35.59           70.88       140.56
      9           3.50%        10.75      32.16           64.05       127.00
     10           3.50%         9.83      29.42           58.59       116.18
     11           3.50%         9.09      27.18           54.13       107.34
     12           3.50%         8.46      25.32           50.42        99.98
     13           3.50%         7.94      23.75           47.29        93.78
     14           3.50%         7.49      22.40           44.62        88.47
     15           3.50%         7.10      21.24           42.31        83.89
     16           3.50%         6.76      20.23           40.29        79.89
     17           3.50%         6.47      19.34           38.51        76.37
     18           3.50%         6.20      18.55           36.94        73.25
     19           3.50%         5.97      17.85           35.54        70.47
     20           3.50%         5.75      17.22           34.28        67.98
     21           3.50%         5.56      16.65           33.15        65.74
     22           3.50%         5.39      16.13           32.13        63.70
     23           3.50%         5.24      15.66           31.19        61.85
     24           3.50%         5.09      15.24           30.34        60.17
     25           3.50%         4.96      14.85           29.56        58.62
     26           3.50%         4.84      14.49           28.85        57.20
     27           3.50%         4.73      14.15           28.19        55.90
     28           3.50%         4.63      13.85           27.58        54.69
     29           3.50%         4.53      13.57           27.02        53.57
     30           3.50%         4.45      13.30           26.49        52.53

                                       31
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%


              Guaranteed     Monthly   Quarterly      Semi-Annual    Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      3           5.00%      $ 29.80    $ 89.04        $ 176.99     $ 349.72
      4           5.00%        22.89      68.38          135.93       268.58
      5           5.00%        18.74      56.00          111.33       219.98
      6           5.00%        15.99      47.77           94.96       187.64
      7           5.00%        14.02      41.90           83.30       164.59
      8           5.00%        12.56      37.52           74.58       147.35
      9           5.00%        11.42      34.11           67.81       133.99
     10           5.00%        10.51      31.40           62.42       123.34
     11           5.00%         9.77      29.19           58.03       114.66
     12           5.00%         9.16      27.36           54.38       107.45
     13           5.00%         8.64      25.81           51.31       101.39
     14           5.00%         8.20      24.50           48.69        96.21
     15           5.00%         7.82      23.36           46.44        91.75
     16           5.00%         7.49      22.37           44.47        87.88
     17           5.00%         7.20      21.51           42.75        84.88
     18           5.00%         6.94      20.74           41.23        81.47
     19           5.00%         6.71      20.06           39.88        78.80
     20           5.00%         6.51      19.46           38.68        76.42
     21           5.00%         6.33      18.91           37.59        74.28
     22           5.00%         6.17      18.42           36.62        72.35
     23           5.00%         6.02      17.98           35.73        70.61
     24           5.00%         5.88      17.57           34.93        69.02
     25           5.00%         5.76      17.20           34.20        67.57
     26           5.00%         5.65      16.87           33.53        66.25
     27           5.00%         5.54      16.56           32.92        65.04
     28           5.00%         5.45      16.28           32.35        63.93
     29           5.00%         5.36      16.01           31.83        62.90
     30           5.00%         5.28      15.77           31.35        61.95

                                       32
<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

               Payments Guaranteed for a Stated Period of Months


     Adjusted
      Age of        None           60        120       180       240
     Annuitant
- - --------------------------------------------------------------------------------
        50         $ 4.34        $ 4.34    $ 4.31    $ 4.27    $ 4.22
        51           4.41          4.40      4.38      4.33      4.27
        52           4.48          4.47      4.45      4.40      4.32
        53           4.56          4.55      4.52      4.46      4.38
        54           4.64          4.63      4.59      4.53      4.44

        55           4.72          4.71      4.67      4.60      4.50
        56           4.81          4.80      4.75      4.67      4.56
        57           4.91          4.89      4.84      4.75      4.62
        58           5.01          4.99      4.93      4.83      4.69
        59           5.12          5.10      5.03      4.92      4.75

        60           5.23          5.21      5.13      5.00      4.82
        61           5.36          5.33      5.24      5.09      4.88
        62           5.49          5.45      5.35      5.19      4.95
        63           5.63          5.59      5.47      5.28      5.02
        64           5.78          5.73      5.60      5.38      5.08

        65           5.94          5.89      5.73      5.48      5.15
        66           6.11          6.05      5.87      5.58      5.21
        67           6.29          6.22      6.02      5.69      5.27
        68           6.49          6.41      6.17      5.79      5.33
        69           6.70          6.60      6.33      5.90      5.38
                                                                     
        70           6.92          6.81      6.49      6.00      5.43
        71           7.17          7.04      6.66      6.10      5.48
        72           7.43          7.27      6.84      6.20      5.52
        73           7.71          7.53      7.02      6.30      5.55
        74           8.02          7.70      7.20      6.39      5.59
                                                                     
        75           8.35          8.08      7.38      6.48      5.62
                                                                 
Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       33

<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

               Payments Guaranteed for a Stated Period of Months


     Adjusted
      Age of        None           60        120       180       240
     Annuitant
- - --------------------------------------------------------------------------------
        50         $ 5.26        $ 5.25    $ 5.22    $ 5.17    $ 5.11
        51           5.33          5.32      5.28      5.23      5.15
        52           5.40          5.38      5.34      5.29      5.20
        53           5.47          5.45      5.41      5.35      5.26
        54           5.54          5.53      5.48      5.41      5.31

        55           5.63          5.61      5.56      5.47      5.36
        56           5.71          5.69      5.63      5.54      5.42
        57           5.80          5.78      5.72      5.61      5.47
        58           5.90          5.88      5.81      5.69      5.53
        59           6.01          5.98      5.90      5.77      5.59

        60           6.12          6.09      6.00      5.85      5.65
        61           6.24          6.21      6.10      6.93      5.71
        62           6.37          6.33      6.21      6.02      5.77
        63           6.51          6.46      6.33      6.11      5.83
        64           6.66          6.60      6.45      6.20      5.89

        65           6.82          6.75      6.57      6.30      5.95
        66           6.99          6.91      6.71      6.39      6.01
        67           7.17          7.08      6.85      6.49      6.06
        68           7.36          7.27      6.99      6.59      6.12
        69           7.57          7.46      7.15      6.69      6.17
                                                                     
        70           7.80          7.67      7.30      6.78      6.21
        71           8.05          7.89      7.47      6.88      6.25
        72           8.31          8.13      7.64      6.97      6.29
        73           8.59          8.38      7.81      7.06      6.33
        74           8.90          8.64      7.99      7.15      6.36
                                                                     
        75           9.23          8.93      8.16      7.23      6.38
                                                                 
Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       34

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
  Adjusted Ages
              Second
Annuitant   Annuitant    Option 3a    Option 3b      Option 3c      Option 3d      Option 3e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 3.97        $ 4.35         $ 4.56         $ 3.97         $ 4.31  
    55         55          4.16          4.54           4.76           4.15           4.42  
    55         60          4.27          4.73           5.00           4.26           4.48  
                                                                                            
    60         55          4.27          4.73           5.00           4.26           4.70  
    60         60          4.51          4.99           5.27           4.50           4.84  
    60         65          4.66          5.25           5.61           4.65           4.93  
                                                                                            
    65         60          4.66          5.25           5.61           4.65           5.22  
    65         65          4.99          5.61           5.99           4.98           5.42  
    65         70          5.19          5.97           6.44           5.17           5.54  
                                                                                            
    70         65          5.19          5.97           6.44           5.17           5.93  
    70         70          5.67          6.49           6.99           5.62           6.23  
    70         75          5.95          6.96           7.61           5.87           6.40  
                                                                                            
    75         70          5.95          6.96           7.61           5.87           6.95  
    75         75          6.64          7.73           8.43           6.48           7.40  
    75         80          7.04          8.39           9.29           6.79           7.64  
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       35

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
  Adjusted Ages
              Second
Annuitant   Annuitant    Option 3a    Option 3b      Option 3c      Option 3d      Option 3e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 4.88        $ 5.26         $ 5.48         $ 4.88         $ 5.23  
    55         55          5.04          5.44           5.66           5.04           5.32  
    55         60          5.15          5.63           5.91           5.14           5.38  
                                                                                            
    60         55          5.15          5.63           5.91           5.14           5.59  
    60         60          5.37          5.87           6.16           5.37           5.72  
    60         65          5.52          6.14           6.51           5.51           5.80  
                                                                                            
    65         60          5.52          6.14           6.51           5.51           6.10  
    65         65          5.83          6.49           6.87           5.82           6.29  
    65         70          6.04          6.84           7.34           6.00           6.41  
                                                                                            
    70         65          6.04          6.84           7.34           6.00           6.81  
    70         70          6.49          7.35           7.87           6.44           7.08  
    70         75          6.77          7.84           8.51           6.68           7.25 
                                                                                            
    75         70          6.77          7.84           8.51           6.68           7.81  
    75         75          7.45          8.60           9.33           7.27           8.25  
    75         80          7.86          9.28          10.20           7.57           8.49  
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       36
<PAGE>

                                  [Aetna logo]
                    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 logo]        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     
Cancel                        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/Daniel Kearney                  /s/Susan M. Schechter
     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
Interest Rate            in the AG Account (See Certificate Schedule I).
- - --------------------------------------------------------------------------------
Deductions from          There will be deductions for mortality and expense
the Separate             risks and administrative fees. (See Certificate
Account                  Schedule I and II).
- - --------------------------------------------------------------------------------
Deduction from           The Purchase Payment is subject to a deduction for
Purchase                 premium 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

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

Separate Account:             Variable Annuity Account B

Charges to Separate           A daily charge is deducted from any portion of the
Account:                      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            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, the
                              Maintenance Fee is $0.

                                       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:

<TABLE>
<CAPTION>
                              Length of Time from Deposit of Net           Surrender Fee
                              Purchase Payment (Years)                   (as percentage of
                                                                        Net Purchase Payment)
                              <S>                                               <C>
   
                              Less than 1 year                                  3%
                              More than 1 but less than 2 years                 2%
                              More than 2 but less than 3  years                1%
                              More than 3  years                                0%
</TABLE>
    

Systematic Withdrawal         The specified payment or specified percentage may
Option (SWO):                 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           A daily charge at an annual effective rate of
Account:                      1.25% 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      If a Variable Annuity is chosen, an assumed annual
Annual Net Return Rate:       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            3.0% (effective annual rate of return)
Interest Rate:


See 1. GENERAL DEFINITIONS for explanations.

                                       5
<PAGE>


                               TABLE OF CONTENTS

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

                                       6
<PAGE>



                                                                        Page
1.30 Separate Account .................................................. 12
1.31 Surrender Value ................................................... 12
1.32 Transfers ......................................................... 12
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 ............................................ 14
2.05 State Laws ........................................................ 14
2.06 Control of Contract ............................................... 14
2.07 Designation of Beneficiary ........................................ 14
2.08 Misstatements and Adjustments ..................................... 14
2.09 Incontestability .................................................. 14
2.10 Grace Period ...................................................... 15
2.11 Individual Certificates ........................................... 15

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 .......................... 16
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 ............ 17
3.08 Notice to the Certificate Holder .................................. 18
3.09 Loans ............................................................. 18
3.10 Systematic Withdrawal Option (SWO) ................................ 18
3.11 Death Benefit Amount .............................................. 20

                                       7
<PAGE>


                                                                        Page
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 ........................................................... 23
4.02 Terms of Annuity Options .......................................... 24
4.03 Death of Annuitant/Beneficiary .................................... 25
4.04 Fund(s) Annuity Units -- Separate Account ......................... 26
4.05 Fund(s) Annuity Unit Value -- Separate Account .................... 26
4.06 Annuity Net Return Factor(s) -- Separate Account .................. 26
4.07 Annuity Options ................................................... 27

                                       8
<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. 

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.

                                       9
<PAGE>


1.13 Deposit Period:          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 Reinvestments are accepted into the 
                              AG Account for one or more Guaranteed Terms. Aetna
                              reserves the right to extend the Deposit Period.

1.14 Dollar Cost Averaging:   A program that permits the Certificate Holder to 
                              systematically transfer amounts from any of the 
                              Funds and the one-year AG Account Guaranteed Term 
                              to any of the Funds. Dollar Cost Averaging is not 
                              available with the Systematic Withdrawal Option
                              or the Estate Conservation Option.

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) applicable
     AG Account:              to a specific Guaranteed Term at the start of the
                              Deposit Period for that Guaranteed Term. The 
                              rate(s) are guaranteed by Aetna for that Deposit 
                              Period and the ensuing Guaranteed Term. 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.

1.19 Guaranteed Term:         The period of time for which AG Account Guaranteed
                              Rates are guaranteed on Net Purchase Payments, 
                              Transfers and Reinvestments made into a current 
                              Deposit Period for the AG Account. Such period
                              begins on the day following the close of the 
                              Deposit Period and ends on the designated Maturity
                              Date. Guaranteed Terms are offered at Aetna's
                              discretion for various lengths of time ranging up 
                              to and including ten years. 

                              During a Deposit Period, Aetna may make available
                              any number of Guaranteed Terms. The Certificate
                              Holder may allocate Net Purchase Payments and
                              Transfers into any or all of the available
                              Guaranteed Terms.

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

                                       10
<PAGE>


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 Adjustment  An adjustment that may apply to an amount
     (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 Account
     Transfer:                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 Payment(s): The Purchase Payment less premium taxes, as 
                              applicable. 

1.27 Nonunitized Separate     A separate account set up by Aetna under Title 38,
     Account:                 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 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

                                       11
<PAGE>


1.29 Reinvestment             will be used. Aetna will mail a confirmation 
     (Cont'd):                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 the AG Account under this 
                              Contract during the Accumulation Period. 

1.33 Valuation Period         The period of time for which a Fund determines its
     (Period):                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 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.

                                       12
<PAGE>


2.01 Change of Contract       Aetna reserves the right to change the terms of 
     (Cont'd):                the Systematic Withdrawal Option (3.10) for future
                              elections and discontinue the availability of this
                              option after proper notification. 

                              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. 

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

                                       13
<PAGE>


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:             Beneficiary. If the Account is owned jointly, 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. 

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.

                                       14
<PAGE>


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 3.17).

2.11 Individual Certificates: Aetna shall issue a certificate to each 
                              Certificate Holder. The certificate will summarize
                              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. 

                              The Net Purchase Payment will be credited among: 

                              (a) The current Deposit Period(s) for Guaranteed 
                                  Terms under the AG Account; and 
                              (b) The Fund(s) in which the Separate Account 
                                  invests. 

                              For each Net Purchase Payment, the Certificate 
                              Holder shall tell Aetna the allocation percentage 
                              to be applied to the current Deposit Period for 
                              each of the available 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 when the
                              Contract was purchased. 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              Aetna will maintain an Account for each
     Holder's Account:        Certificate Holder.

                              Aetna will declare from time to time the 
                              acceptability and the minimum amount for 
                              additional Purchase Payments. Each Account will be
                              subject to the Terms and Conditions of the 
                              Contract in effect at the time the first Purchase
                              Payment for such Account is applied to the 
                              Contract except for changes made to comply with
                              federal or state law. 

3.03 Fund(s) Record Units --  The portion of the Net Purchase Payment(s)
     Separate Account:        applied to each Fund under the Separate 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.

                                       15
<PAGE>



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

                              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         A Fund record unit value is computed by
     Value -- Separate        multiplying the net return factors for the current
     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
     Adjustment:              Account before the end of a Guaranteed Term when 
                              the withdrawal is: 

                              (a) A Transfer; except for Transfers from the
                                  one-year AG Account Guaranteed Account under 
                                  the Dollar Cost Averaging program or, as 
                                  specified in 1.24 Matured Term Value Transfer;
                              (b) A full or partial surrender (including a 10% 
                                  free withdrawal under 3.14); except for a 
                                  partial withdrawal under the Systematic 
                                  Withdrawal Option; 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. 

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

                              (a) To any other Fund; or 
                              (b) To any Guaranteed Term of the AG Account 
                                  available in the current Deposit Period.

                                       17
<PAGE>


3.07 Transfer of Current      Transfer requests can be submitted as a percentage
     Value from the Funds     or as a dollar amount. Aetna may establish a
     or AG Account (Cont'd):  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 applied to Guaranteed Terms of the AG 
                              Account may not be transferred to the Funds or to 
                              another Guaranteed Term during the Deposit Period
                              or for 90 days after the close of the 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 from the one-year 
                              AG Account Guaranteed Term 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.

3.10 Systematic Withdrawal    A distribution option under which a portion of
     Option (SWO):            the Account's Current Value will automatically be 
                              surrendered and distributed each year. SWO 
                              payments will be calculated on the Account's full
                              Current Value. The distributed amount is withdrawn
                              pro rata from each investment option under the 
                              Account. A Surrender Fee will not be deducted from
                              any portion of the Current Value which is paid as 
                              a distribution under SWO. 

                              Certificate Holders should consult their tax 
                              adviser prior to requesting this distribution
                              option. Aetna will not be responsible for any 
                              adverse tax consequences due to receiving SWO 
                              payments.

                                       18
<PAGE>



3.10 Systematic Withdrawal    (a) Amount of Distribution: The Certificate Holder
     Option (SWO)                 may elect one of the three payment methods 
     (Cont'd):                    described below.

                                  (1) Specified Payment: Payments of a 
                                      designated dollar amount. The annual 
                                      amount may not be greater than the 
                                      percentage of the Current Value at time of
                                      election as shown on Contract Schedule I. 
                                      This annual dollar amount will remain 
                                      constant. At its discretion, Aetna may 
                                      require a minimum initial payment amount; 

                                 (2) Specified Period: Payments which are made 
                                     over a period of time which must be at
                                     least 10 years. The annual amount paid each
                                     year is calculated by dividing the Current 
                                     Value as of December 31 of the prior year 
                                     by the number of payment years remaining; 
                                     or 

                                 (3) Specified Percentage: Payment of a 
                                     designated percentage which cannot be 
                                     greater than the percentage of the Current 
                                     Value at the time of election as shown on 
                                     Contract Schedule I. The percentage may be 
                                     changed by written request. Aetna reserves 
                                     the right to limit the number of times the
                                     percentage may be changed. The annual 
                                     amount is calculated by multiplying the
                                     Current Value as of December 31 of the 
                                     year prior to the payment by the
                                     designated percentage. 

                         (b) Minimum Initial Current Value: At its discretion,
                             Aetna may require a minimum initial Current Value 
                             for election of this option. If after election of 
                             this option the Current Value is insufficient to 
                             make a scheduled SWO payment, Aetna will distribute
                             the entire Account balance. 

                         (c) Date of Distribution: The Certificate Holder shall 
                             specify the initial distribution date. The earliest
                             date for distribution is the date on which the
                             Certificate Holder attains age 59 1/2. As elected 
                             by the Certificate Holder, SWO payments will be 
                             made on a monthly, quarterly, semi-annual or annual
                             basis. If SWO payments are made more frequently 
                             than annually, the designated annual amount is 
                             divided by the number of payments due each calendar
                             year. Subsequent distributions will be made on the
                             15th of any month or such other date Aetna may
                             designate or allow. 

                         (d) SWO payments will cease upon the Certificate 
                             Holder's or Annuitant's death. A Beneficiary, 
                             however, may elect to continue SWO as provided
                             in 3.12. 

                         (e) Election and Revocation: SWO may be elected by 
                             submitting a completed and signed election form to 
                             Aetna's home office. Once elected, this option may 
                             be revoked by the Certificate Holder or spousal 
                             Beneficiary, if elected after the Certificate 
                             Holder's death, by submitting a written request to
                             Aetna at its home office. Any revocation will apply
                             only to amounts not yet paid. SWO may be elected 
                             only once by the Certificate Holder or by the 
                             spousal Beneficiary.

                                       19
<PAGE>


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 when the Certificate 
                                  Holder is the 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. 

                                   The excess, if any, of the guaranteed death 
                                   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 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 on 
                                  Purchase Payments made since the death of the 
                                  Certificate Holder or Annuitant. 

3.12 Death Benefit Options    Prior to any election, or until amounts must be
     Available to             otherwise distributed under this section, the
     Beneficiary:             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):

                                       20
<PAGE>


3.12 Death Benefit Options        (1) If the Beneficiary is the surviving 
     Available to                     spouse, the spousal Beneficiary will be
     Beneficiary (Cont'd):            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. 

                                (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 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 Options       (3)  If no Beneficiary exists, a lump sum
     Available to Beneficiary         payment equal to the Surrender Value must
     (Cont'd):                        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:

                                (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 Value 
     Surrender 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;

                               (b) As a premium for an Annuity option (see
                                  4.07);

                               (c) As a distribution under the SWO provision
                                  (see 3.10);

                                       22

<PAGE>






3.14 Surrender Fee            (d)  At least 12 months after the date of the
     (Cont'd):                     first Purchase Payment to the Account, in an
                                   amount equal to or less than 10% of the
                                   Current Value. This applies to the first
                                   surrender request, partial or full, in a
                                   calendar year. The Current Value is
                                   calculated as of the date the surrender
                                   request is received in good order at Aetna's
                                   home office. This waiver is not available to
                                   the Certificate Holder while SWO is in
                                   effect;

                               (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.



3.15 Payment of                Under certain emergency conditions, Aetna may
     Surrender 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.                 

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.

                                       23
<PAGE>

4.01 Choices                  When an Annuity option is chosen, Aetna must also
     (Cont'd):                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 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). 

4.02 Terms of Annuity         (a) When payments start, the age of the Annuitant
     Options:                     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 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 and a larger 
                                  payment would result from applying the 
                                  Surrender Value to a current Aetna single 
                                  premium immediate Annuity, Aetna will make the
                                  larger payment. 

                              (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.

                                       24
<PAGE>


4.02 Terms of Annuity             (e) Assumed Annual Net Return Rate is the 
     Options (Cont'd):                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 
     Beneficiary:                      the 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 Holder's, 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 Holder's, 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.

                                       25
<PAGE>


4.03 Death of Annuitant/           (d) If the Beneficiary or the successor payee
     Beneficiary (Cont'd):             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 
     Separate Account:             based on the amount of the first Variable  
                                   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.

                                   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 
     Value -- Separate Account:    For any Valuation Period, a Fund Annuity unit
                                   value is equal to: 

                                   (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

                                       26
<PAGE>


4.06 Annuity Net Return            (b) The value of the shares of the Fund held 
     Factor(s) -- Separate             by the Separate Account at the start of  
     Account (Cont'd):                 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 Stated Period of 
                                   Time -- An Annuity will be paid for the     
                                   number of years chosen. The number of years 
                                   must be at least 5 and not more than 30.    

                                   If payments for this option are made under a
                                   Variable Annuity, the present value of any
                                   remaining payments may be withdrawn at any
                                   time. If a withdrawal is requested within 3
                                   years after the start of payments, it will be
                                   treated as a surrender and any applicable
                                   Surrender Fee will be applied (see 3.14).

                                   If a nonspouse Beneficiary elects this option
                                   at the death of the Certificate Holder, the
                                   period selected may not extend beyond the
                                   Beneficiary's life expectancy.

                                   Option 2 -- Life Income -- An Annuity will be
                                   paid for the life of the Annuitant. If also
                                   chosen, Aetna will guarantee payments for 60,
                                   120, 180, or 240 months.

                                   Option 3 -- Life Income Based upon the Lives
                                   of Two Annuitants -- An Annuity will be paid
                                   during the lives of the Annuitant and a
                                   second Annuitant. Payments will continue
                                   until both Annuitants have died. When this
                                   option is chosen, a choice must be made of:
                                   

                                   (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) Payments for a minimum of 120 months with
                                       100% of the payment to continue after the
                                       first death; or
                                   (e) 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. 

                                   Other Options -- Aetna may make other options
                                   available as allowed by the laws of the state
                                   in which this Contract and the Certificate is
                                   delivered.

                                       27
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%


              Guaranteed     Monthly   Quarterly      Semi-Annual    Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      3           3.00%      $ 28.99    $ 86.76        $ 172.88     $ 343.23
      4           3.00%        22.06      66.02          131.56       261.19
      5           3.00%        17.91      53.59          106.78       211.99
      6           3.00%        15.14      45.30           90.27       179.22
      7           3.00%        13.16      39.39           78.49       155.83
      8           3.00%        11.68      34.96           69.66       138.31
      9           3.00%        10.53      31.52           62.81       124.69
     10           3.00%         9.61      28.77           57.33       113.82
     11           3.00%         8.86      26.52           52.85       104.93
     12           3.00%         8.24      24.65           49.13        97.54
     13           3.00%         7.71      23.08           45.98        91.29
     14           3.00%         7.26      21.73           43.29        85.95
     15           3.00%         6.87      20.56           40.96        81.33
     16           3.00%         6.53      19.54           38.93        77.29
     17           3.00%         6.23      18.64           37.14        73.74
     18           3.00%         5.96      17.84           35.56        70.59
     19           3.00%         5.73      17.13           34.14        67.78
     20           3.00%         5.51      16.50           32.87        65.26
     21           3.00%         5.32      15.92           31.72        62.98
     22           3.00%         5.15      15.40           30.68        60.92
     23           3.00%         4.99      14.92           29.74        59.04
     24           3.00%         4.84      14.49           28.88        57.33
     25           3.00%         4.71      14.09           28.08        55.76
     26           3.00%         4.59      13.73           27.36        54.31
     27           3.00%         4.47      13.39           26.68        52.97
     28           3.00%         4.37      13.08           26.06        51.74
     29           3.00%         4.27      12.79           25.49        50.60
     30           3.00%         4.18      12.52           24.95        49.53

                                       28

<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

               Payments Guaranteed for a Stated Period of Months


     Adjusted
      Age of        None           60        120       180       240
     Annuitant
- - --------------------------------------------------------------------------------
        50         $ 4.05        $ 4.05    $ 4.03    $ 3.99    $ 3.93
        51           4.12          4.11      4.09      4.05      3.99
        52           4.19          4.19      4.16      4.11      4.04
        53           4.27          4.26      4.23      4.18      4.10
        54           4.35          4.34      4.31      4.25      4.16

        55           4.44          4.42      4.39      4.32      4.22
        56           4.53          4.51      4.47      4.40      4.29
        57           4.62          4.61      4.56      4.48      4.35
        58           4.72          4.71      4.65      4.56      4.42
        59           4.83          4.81      4.75      4.64      4.49

        60           4.95          4.93      4.86      4.73      4.55
        61           5.07          5.05      4.97      4.83      4.62
        62           5.20          5.17      5.08      4.92      4.69
        63           5.34          5.31      5.20      5.02      4.76
        64           5.49          5.45      5.33      5.12      4.83

        65           5.65          5.61      5.47      5.22      4.89
        66           5.82          5.77      5.61      5.33      4.96
        67           6.01          5.94      5.75      5.44      5.02
        68           6.20          6.13      5.91      5.54      5.08
        69           6.41          6.33      6.07      5.65      5.14

        70           6.64          6.54      6.23      5.76      5.19
        71           6.88          6.76      6.41      5.86      5.24
        72           7.14          7.00      6.59      5.97      5.28
        73           7.43          7.26      6.77      6.06      5.32
        74           7.73          7.53      6.96      6.16      5.35

        75           8.06          7.82      7.14      6.25      5.38

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       29

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
  Adjusted Ages
- - ---------------------
             Second
Annuitant   Annuitant    Option 3a    Option 3b      Option 3c      Option 3d      Option 3e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 3.69        $ 4.05         $ 4.27         $ 3.69         $ 4.03  
    55         55          3.88          4.25           4.47           3.87           4.14  
    55         60          3.99          4.44           4.71           3.98           4.42  
                                                                                            
    60         55          3.99          4.44           4.71           3.98           4.42  
    60         60          4.24          4.71           4.99           4.23           4.57  
    60         65          4.38          4.97           5.32           4.38           4.93  
                                                                                            
    65         60          4.38          4.97           5.32           4.38           4.93  
    65         65          4.72          5.33           5.70           4.71           5.14  
    65         70          4.93          5.68           6.15           4.91           5.66  
                                                                                            
    70         65          4.93          5.68           6.15           4.91           5.66  
    70         70          5.40          6.21           6.70           5.36           5.96  
    70         75          5.69          6.68           7.32           5.62           6.67  
                                                                                            
    75         70          5.69          6.68           7.32           5.62           6.67  
    75         75          6.37          7.45           8.15           6.23           7.12  
    75         80          6.78          8.11           8.99           6.54           8.13  
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       30

<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%


              Guaranteed     Monthly   Quarterly      Semi-Annual    Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      3           3.50%      $ 29.19    $ 87.33        $ 173.91     $ 344.86
      4           3.50%        22.27      66.61          132.65       263.04
      5           3.50%        18.12      54.19          107.92       213.99
      6           3.50%        15.35      45.92           91.44       181.32
      7           3.50%        13.38      40.01           79.69       158.01
      8           3.50%        11.90      35.59           70.88       140.56
      9           3.50%        10.75      32.16           64.05       127.00
     10           3.50%         9.83      29.42           58.59       116.18
     11           3.50%         9.09      27.18           54.13       107.34
     12           3.50%         8.46      25.32           50.42        99.98
     13           3.50%         7.94      23.75           47.29        93.78
     14           3.50%         7.49      22.40           44.62        88.47
     15           3.50%         7.10      21.24           42.31        83.89
     16           3.50%         6.76      20.23           40.29        79.89
     17           3.50%         6.47      19.34           38.51        76.37
     18           3.50%         6.20      18.55           36.94        73.25
     19           3.50%         5.97      17.85           35.54        70.47
     20           3.50%         5.75      17.22           34.28        67.98
     21           3.50%         5.56      16.65           33.15        65.74
     22           3.50%         5.39      16.13           32.13        63.70
     23           3.50%         5.24      15.66           31.19        61.85
     24           3.50%         5.09      15.24           30.34        60.17
     25           3.50%         4.96      14.85           29.56        58.62
     26           3.50%         4.84      14.49           28.85        57.20
     27           3.50%         4.73      14.15           28.19        55.90
     28           3.50%         4.63      13.85           27.58        54.69
     29           3.50%         4.53      13.57           27.02        53.57
     30           3.50%         4.45      13.30           26.49        52.53

                                       31
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%


              Guaranteed     Monthly   Quarterly      Semi-Annual    Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      3           5.00%      $ 29.80    $ 89.04        $ 176.99     $ 349.72
      4           5.00%        22.89      68.38          135.93       268.58
      5           5.00%        18.74      56.00          111.33       219.98
      6           5.00%        15.99      47.77           94.96       187.64
      7           5.00%        14.02      41.90           83.30       164.59
      8           5.00%        12.56      37.52           74.58       147.35
      9           5.00%        11.42      34.11           67.81       133.99
     10           5.00%        10.51      31.40           62.42       123.34
     11           5.00%         9.77      29.19           58.03       114.66
     12           5.00%         9.16      27.36           54.38       107.45
     13           5.00%         8.64      25.81           51.31       101.39
     14           5.00%         8.20      24.50           48.69        96.21
     15           5.00%         7.82      23.36           46.44        91.75
     16           5.00%         7.49      22.37           44.47        87.88
     17           5.00%         7.20      21.51           42.75        84.48
     18           5.00%         6.94      20.74           41.23        81.47
     19           5.00%         6.71      20.06           39.88        78.80
     20           5.00%         6.51      19.46           38.68        76.42
     21           5.00%         6.33      18.91           37.59        74.28
     22           5.00%         6.17      18.42           36.62        72.35
     23           5.00%         6.02      17.98           35.73        70.61
     24           5.00%         5.88      17.57           34.93        69.02
     25           5.00%         5.76      17.20           34.20        67.57
     26           5.00%         5.65      16.87           33.53        66.25
     27           5.00%         5.54      16.56           32.92        65.04
     28           5.00%         5.45      16.28           32.35        63.93
     29           5.00%         5.36      16.01           31.83        62.90
     30           5.00%         5.28      15.77           31.35        61.95

                                       32
<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

               Payments Guaranteed for a Stated Period of Months


     Adjusted
      Age of        None           60        120       180       240
     Annuitant
- - --------------------------------------------------------------------------------
        50         $ 4.34        $ 4.34    $ 4.31    $ 4.27    $ 4.22
        51           4.41          4.40      4.38      4.33      4.27
        52           4.48          4.47      4.45      4.40      4.32
        53           4.56          4.55      4.52      4.46      4.38
        54           4.64          4.63      4.59      4.53      4.44

        55           4.72          4.71      4.67      4.60      4.50
        56           4.81          4.80      4.75      4.67      4.56
        57           4.91          4.89      4.84      4.75      4.62
        58           5.01          4.99      4.93      4.83      4.69
        59           5.12          5.10      5.03      4.92      4.75

        60           5.23          5.21      5.13      5.00      4.82
        61           5.36          5.33      5.24      5.09      4.88
        62           5.49          5.45      5.35      5.19      4.95
        63           5.63          5.59      5.47      5.28      5.02
        64           5.78          5.73      5.60      5.38      5.08

        65           5.94          5.89      5.73      5.48      5.15
        66           6.11          6.05      5.87      5.58      5.21
        67           6.29          6.22      6.02      5.69      5.27
        68           6.49          6.41      6.17      5.79      5.33
        69           6.70          6.60      6.33      5.90      5.38
                                                                     
        70           6.92          6.81      6.49      6.00      5.43
        71           7.17          7.04      6.66      6.10      5.48
        72           7.43          7.27      6.84      6.20      5.52
        73           7.71          7.53      7.02      6.30      5.55
        74           8.02          7.80      7.20      6.39      5.59
                                                                     
        75           8.35          8.08      7.38      6.48      5.62
                                                                 
Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       33

<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

               Payments Guaranteed for a Stated Period of Months


     Adjusted
      Age of        None           60        120       180       240
     Annuitant
- - --------------------------------------------------------------------------------
        50         $ 5.26        $ 5.25    $ 5.22    $ 5.17    $ 5.11
        51           5.33          5.32      5.28      5.23      5.15
        52           5.40          5.38      5.34      5.29      5.20
        53           5.47          5.45      5.41      5.35      5.26
        54           5.54          5.53      5.48      5.41      5.31

        55           5.63          5.61      5.56      5.47      5.36
        56           5.71          5.69      5.63      5.54      5.42
        57           5.80          5.78      5.72      5.61      5.47
        58           5.90          5.88      5.81      5.69      5.53
        59           6.01          5.98      5.90      5.77      5.59

        60           6.12          6.09      6.00      5.85      5.65
        61           6.24          6.21      6.10      6.93      5.71
        62           6.37          6.33      6.21      6.02      5.77
        63           6.51          6.46      6.33      6.11      5.83
        64           6.66          6.60      6.45      6.20      5.89

        65           6.82          6.75      6.57      6.30      5.95
        66           6.99          6.91      6.71      6.39      6.01
        67           7.17          7.08      6.85      6.49      6.06
        68           7.36          7.27      6.99      6.59      6.12
        69           7.57          7.46      7.15      6.69      6.17
                                                                     
        70           7.80          7.67      7.30      6.78      6.21
        71           8.05          7.89      7.47      6.88      6.25
        72           8.31          8.13      7.64      6.97      6.29
        73           8.59          8.38      7.81      7.06      6.33
        74           8.90          8.64      7.99      7.15      6.36
                                                                     
        75           9.23          8.93      8.16      7.23      6.38
                                                                 
Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       34

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
  Adjusted Ages
- - ---------------------
             Second
Annuitant   Annuitant    Option 3a    Option 3b      Option 3c      Option 3d      Option 3e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 3.97        $ 4.35         $ 4.56         $ 3.97         $ 4.31  
    55         55          4.16          4.54           4.76           4.15           4.42  
    55         60          4.27          4.73           5.00           4.26           4.48  
                                                                                            
    60         55          4.27          4.73           5.00           4.26           4.70  
    60         60          4.51          4.99           5.27           4.50           4.84  
    60         65          4.66          5.25           5.61           4.65           4.93  
                                                                                            
    65         60          4.66          5.25           5.61           4.65           5.22  
    65         65          4.99          5.61           5.99           4.98           5.42  
    65         70          5.19          5.97           6.44           5.17           5.54  
                                                                                            
    70         65          5.19          5.97           6.44           5.17           5.93  
    70         70          5.67          6.49           6.99           5.62           6.23  
    70         75          5.95          6.96           7.61           5.87           6.40  
                                                                                            
    75         70          5.95          6.96           7.61           5.87           6.95  
    75         75          6.64          7.73           8.43           6.48           7.40  
    75         80          7.04          8.39           9.29           6.79           7.64  
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       35

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
  Adjusted Ages
- - ---------------------
             Second
Annuitant   Annuitant    Option 3a    Option 3b      Option 3c      Option 3d      Option 3e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 4.88        $ 5.26         $ 5.48         $ 4.88         $ 5.23  
    55         55          5.04          5.44           5.66           5.04           5.32  
    55         60          5.15          5.63           5.91           5.14           5.38  
                                                                                            
    60         55          5.15          5.63           5.91           5.14           5.59  
    60         60          5.37          5.87           6.16           5.37           5.72  
    60         65          5.52          6.14           6.51           5.51           5.80  
                                                                                            
    65         60          5.52          6.14           6.51           5.51           6.10  
    65         65          5.83          6.49           6.87           5.82           6.29  
    65         70          6.04          6.84           7.34           6.00           6.41  
                                                                                            
    70         65          6.04          6.84           7.34           6.00           6.81  
    70         70          6.49          7.35           7.87           6.44           7.08  
    70         75          6.77          7.84           8.51           6.68           7.25 
                                                                                            
    75         70          6.77          7.84           8.51           6.68           7.81  
    75         75          7.45          8.60           9.33           7.27           8.25  
    75         80          7.86          9.28          10.20           7.57           8.49  
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       36
<PAGE>

                                  [Aetna logo]
                    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 logo]        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 Number
  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 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/Daniel Kearney                  /s/Susan M. Schechter
     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
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 from          There will be deductions for mortality and expense
the Separate             risks and administrative fees. (See Contract
Account                  Schedule I and II).
- - --------------------------------------------------------------------------------
Deduction from           Purchase Payment(s) are subject to a deduction for
Purchase                 premium taxes, if any. (See 3.01.)
Payment(s)
- - --------------------------------------------------------------------------------
Surrender                There will be a charge deducted upon surrender. (See 
Fee                      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           A daily charge is deducted from any portion of the
Account:                      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            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, the
                              Maintenance Fee is $0.

                                       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:

<TABLE>
<CAPTION>
                              Length of Time from Deposit of Net           Surrender Fee
                              Purchase Payment (Years)                   (as percentage of
                                                                        Net Purchase Payment)
                              <S>                                               <C>
                              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%
</TABLE>

Systematic Withdrawal         The specified payment or specified percentage may
Option (SWO):                 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           A daily charge at an annual effective rate of
Account:                      1.25% 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      If a Variable Annuity is chosen, an assumed annual
Annual Net Return Rate:       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            3.0% (effective annual rate of return)
Interest Rate:


See 1. GENERAL DEFINITIONS for explanations.

                                       5
<PAGE>


                               TABLE OF CONTENTS

I. GENERAL DEFINITIONS
- - --------------------------------------------------------------------------------
                                                                         Page
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 .....................................................  9
1.11 Deposit Period ....................................................  9
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 ................................................... 10
1.18 Guaranteed Term(s) Groups ......................................... 10
1.19 Maintenance Fee ................................................... 10
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) ............................................... 11
1.27 Reinvestment ...................................................... 11
1.28 Separate Account .................................................. 12
1.29 Surrender Value ................................................... 12

                                       6
<PAGE>

                                                                        Page
1.30 Transfers ......................................................... 12
1.31 Valuation Period (Period) ......................................... 12
1.32 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 ............................................... 13
2.07 Designation of Beneficiary ........................................ 14
2.08 Misstatements and Adjustments ..................................... 14
2.09 Incontestability .................................................. 14
2.10 Grace Period ...................................................... 14

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- - --------------------------------------------------------------------------------
3.01 Net Purchase Payment .............................................. 14
3.02 Fund(s) Record Units -- Separate Account .......................... 15
3.03 Net Return Factor(s) -- Separate Account .......................... 15
3.04 Fund Record Unit Value -- Separate Account ........................ 15
3.05 Market Value Adjustment ........................................... 15
3.06 Transfer of Current Value from the Funds or AG Account ............ 17
3.07 Notice to the Certificate Holder .................................. 17
3.08 Loans ............................................................. 17
3.09 Systematic Withdrawal Option (SWO) ................................ 18
3.10 Death Benefit Amount .............................................. 19
3.11 Death Benefit Options Available to Beneficiary .................... 20
3.12 Liquidation of Surrender Value .................................... 21
3.13 Surrender Fee ..................................................... 21
3.14 Payment of Surrender Value ........................................ 22

                                       7
<PAGE>


                                                                        Page
3.15 Payment of Adjusted Current Value ................................. 22

IV. ANNUITY PROVISIONS
- - --------------------------------------------------------------------------------
4.01 Choices ........................................................... 23
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 .................. 26
4.07 Annuity Options ................................................... 26

                                       8


<PAGE>


I. GENERAL DEFINITIONS
- - --------------------------------------------------------------------------------
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                           The Current Value of a Contract plus or
     Current Value:                     minus any aggregate AG Account MVA, if 
                                        applicable. (See 1.20)                 

1.03 ALIAC Guaranteed                   An accumulation option where Aetna      
     Account (AG Account):              guarantees 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.                         

1.04 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.

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 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
                                        Reinvestments are accepted into the AG
                                        Account for one or more Guaranteed
                                        Terms. Aetna reserves the right to
                                        extend the Deposit Period.

                                       9
<PAGE>


1.12 Dollar Cost Averaging:             A program that permits the Contract
                                        Holder to systematically transfer
                                        amounts from any of the Funds and the
                                        one-year AG Account Guaranteed Term to
                                        any of the Funds. Dollar Cost Averaging
                                        is not available with the Systematic
                                        Withdrawal Option or the Estate
                                        Conservation Option.

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 --                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 that Deposit    
                                        Period and the ensuing Guaranteed Term. 
                                        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.         

1.17 Guaranteed Term:                   The period of time for which AG Account
                                        Guaranteed Rates are guaranteed on Net
                                        Purchase Payments, Transfers and
                                        Reinvestments made into a current
                                        Deposit Period for the AG Account. Such
                                        period begins on the day following the
                                        close of the Deposit Period and ends on
                                        the designated Maturity Date. Guaranteed
                                        Terms are offered at Aetna's discretion
                                        for various lengths of time ranging up
                                        to and including ten years. 

                                        During a Deposit Period, Aetna may make
                                        available any number of Guaranteed
                                        Terms. The Contract Holder may allocate
                                        Net Purchase Payments and Transfers into
                                        any or all of the available Guaranteed
                                        Terms.

1.18 Guaranteed Term(s) Groups:         All AG Account Guaranteed Term(s) with
                                        the same length of time from the close
                                        of the 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.

                                       10
<PAGE>

1.20 Market Value Adjustment            An adjustment that may apply to an      
     (MVA):                             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                 During the calendar month following an  
     Transfer:                          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               A separate account set up by Aetna under
     Account:                           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. 

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.

                                       11
<PAGE>


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 the AG Account
                                        under this Contract during the
                                        Accumulation Period.

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.

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. 

                                        Aetna reserves the right to change the
                                        terms of the Systematic Withdrawal
                                        Option (3.09) for future elections and
                                        discontinue the availability of this
                                        option after proper notification. 

                                        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)

                                       12
<PAGE>


2.01 Change of Contract                 (f) Fund(s) Annuity Unit Value --
     (Cont'd):                              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. 

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                            This is a Contract between the Contract 
     of 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.  

                                       13
<PAGE>


2.06 Control of Contract                The Contract is not subject to the      
     (Cont'd):                          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.                      

2.07 Designation of                     Each Contract Holder shall name his or  
     Beneficiary:                       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                  If Aetna finds the age of any Annuitant
     Adjustments:                       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. 

                                        The Net Purchase Payment will be
                                        credited among:

                                        (a) The current Deposit Period(s) for
                                            Guaranteed Terms under the AG 
                                            Account; and
                                        (b) The Fund(s) in which the Separate
                                            Account invests.

                                        For each Net Purchase Payment, the
                                        Contract Holder shall tell Aetna the
                                        allocation percentage to be applied to
                                        the current Deposit Period for each of
                                        the available 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.

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

                                       14
<PAGE>



3.02 Fund(s) Record Units --            The portion of the Net Purchase         
     Separate Account:                  Payment(s) applied to each Fund under   
                                        the Separate 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   
     Separate Account:                  compute all Separate Account record    
                                        units for 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 
     Separate Account:                  multiplying the net return factors for  
                                        the 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                       An MVA will apply to any withdrawal from
     Adjustment:                        the AG Account before the end of a      
                                        Guaranteed Term when the withdrawal is  
                                        due to:                                 

                                        (a)  A Transfer; except for Transfers
                                             from the one-year AG Account
                                             Guaranteed Term under the Dollar
                                             Cost Averaging program or, as
                                             specified in 1.22 Matured Term
                                             Value Transfer;
                                        (b)  A full or partial surrender
                                             (including a 10% free withdrawal
                                             under 3.13) except for a partial
                                             withdrawal under the Systematic
                                             Withdrawal Option (see 3.09); 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:

                                       15
<PAGE>


3.05 Market Value                       (a)  The aggregate MVA amount which is  
     Adjustment                              the sum of all market value        
     (Cont'd):                               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:

                                        (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>


3.06 Transfer of Current Value          Before an Annuity option is elected, all
     from the Funds or AG               or any portion of the Adjusted Current
     Account:                           Value may be transferred from any Fund
                                        or Guaranteed Term of the AG Account: 

                                        (a) To any other Fund; or
                                        (b) To any Guaranteed Term of the AG
                                            Account available 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.

                                        Amounts applied to Guaranteed Terms of
                                        the AG Account may not be transferred to
                                        the Funds or to another Guaranteed Term
                                        during the Deposit Period or for 90 days
                                        after the close of the 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 from the one-year AG
                                        Account Guaranteed term under the Dollar
                                        Cost Averaging Program; and (4) amounts
                                        distributed under the Systematic
                                        Withdrawal Option.

3.07 Notice to the                      The Contract Holder will receive    
     Contract Holder:                   quarterly 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.

3.08 Loans:                             Loans are not available under this 
                                        Contract.

                                       17
<PAGE>


3.09 Systematic Withdrawal              A distribution option under which a     
     Option (SWO):                      portion of the Current Value will       
                                        automatically be surrendered and        
                                        distributed each year. SWO payments will
                                        be calculated on the Contract's full    
                                        Current Value. The distributed amount is
                                        withdrawn pro rata from each investment 
                                        option used under the Contract. A       
                                        Surrender Fee will not be deducted from 
                                        any portion of the Current Value which  
                                        is paid as a distribution under SWO.    
                                        Contract Holders should consult their   
                                        tax advisers prior to requesting this   
                                        distribution option. Aetna will not be  
                                        responsible for any adverse tax         
                                        consequences due to receiving SWO       
                                        payments.                               

                                        (a)  Amount of Distribution: The
                                             Contract Holder may elect one of
                                             the three payment methods described
                                             below.

                                             (1)  Specified Payment: Payments of
                                                  a designated dollar amount.
                                                  The annual amount may not be
                                                  greater than the percentage of
                                                  the Current Value on the date
                                                  of the SWO election as shown
                                                  on Contract Schedule I. This
                                                  annual dollar amount will
                                                  remain constant. At its
                                                  discretion, Aetna may require
                                                  a minimum payment amount; or

                                             (2)  Specified Period: Payments
                                                  made over a designated period
                                                  of time of at least 10 years.
                                                  The annual amount is
                                                  calculated by dividing the
                                                  Current Value as of December
                                                  31 of the year prior to the
                                                  payment year by the number of
                                                  payment years remaining; or

                                             (3)  Specified Percentage: Payments
                                                  of a designated percentage
                                                  which cannot be greater than
                                                  the percentage of the Current
                                                  Value at the time of election
                                                  as shown on Contract Schedule
                                                  I. The percentage may be
                                                  changed by written request.
                                                  Aetna reserves the right to
                                                  limit the number of times the
                                                  percentage may be changed. The
                                                  annual amount is calculated by
                                                  multiplying the Current Value
                                                  as of December 31 of the year
                                                  prior to the payment year by
                                                  the designated percentage.

                                             SWO Payments will cease upon the
                                             Contract Holder's or Annuitant's
                                             death. A Beneficiary, however, may
                                             elect to continue SWO as provided
                                             in 3.11.

                                        (b)  Minimum Initial Current Value: At
                                             its discretion, Aetna may require a
                                             minimum initial Current Value for
                                             election of this option. If after
                                             election of this option the Current
                                             Value is insufficient to make a
                                             scheduled SWO payment, Aetna will
                                             distribute the entire balance.

                                        (c)  Date of Distribution: The Contract
                                             Holder shall specify the first
                                             payment date. The earliest
                                             allowable first payment date is the
                                             date on which the Contract Holder
                                             attains age 59 1/2. As elected by
                                             the Contract Holder, SWO payments
                                             will be made on a monthly,
                                             quarterly, semi-annual or annual
                                             basis. If SWO payments are made
                                             more frequently than annually, the
                                             designated annual amount is divided
                                             by the number of payments

                                       18
<PAGE>


3.09 Systematic Withdrawal                   due each year. Subsequent payments 
     Option (SWO)                            will be made on the 15th of the    
     (Cont'd):                               appropriate months or on such other
                                             date Aetna may designate or allow. 

                                        (d)  Election and Revocation: SWO may be
                                             elected by submitting a completed
                                             and signed election form to Aetna's
                                             home office. Once elected, this
                                             option may be revoked by the
                                             Contract Holder or spousal
                                             Beneficiary, if elected after the
                                             Contract Holder's death, by
                                             submitting a written request to
                                             Aetna at its home office. Any
                                             revocation will apply only to
                                             amounts not yet paid. SWO may be
                                             elected only once by the Contract
                                             Holder or by the spouse
                                             Beneficiary.

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 when the
                                             Contract Holder is the 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 on the
                                             amount of any Purchase Payment(s)
                                             made since the death of the
                                             Contract Holder.


                                       19
<PAGE>


3.11 Death Benefit Options              Prior to any election, or until amounts 
     available to Beneficiary:          must be otherwise distributed under this
                                        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:

                                             (1)  If the Beneficiary is the
                                                  Contract Holder's 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

                                       20


<PAGE>


3.11 Death Benefit Options                        (ii) Receive, at any time, a  
     available to Beneficiary                          lump sum payment equal to
     (Cont'd):                                         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.

3.12 Liquidation of                     All or any portion of the Current Value 
     Surrender 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:

                                       21
<PAGE>


3.13 Surrender Fee                      (a)  To a Beneficiary due to the        
     (Cont'd):                               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 the SWO
                                             provision (see 3.09);

                                        (d)  At least 12 months after the date
                                             of the first Purchase Payment to
                                             the Contract, in an amount equal to
                                             or less than 10% of the Current
                                             Value. This applies to the first
                                             surrender request, partial or full,
                                             in a calendar year. The Current
                                             Value is calculated as of the date
                                             the surrender request is received
                                             in good order at Aetna's home
                                             office. This waiver is not
                                             available to the Contract Holder
                                             while SWO is in effect;

                                        (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;

                                        (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.

3.14 Payment of                         Under certain emergency conditions, 
     Surrender Value:                   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                Upon 90 days' written notice to the    
     Current Value:                     Contract Holder, Aetna will terminate  
                                        any 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.                         

                                       22
<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 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.

                                        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).

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.                

                                        (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 and a
                                             larger payment would result from
                                             applying the Surrender Value to a
                                             current Aetna single premium
                                             immediate Annuity, Aetna will make
                                             the larger payment.

                                        (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

                                       23
<PAGE>


4.02 Terms of Annuity                        second Annuitant's age will be     
     Options (Cont'd):                       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/                (a)  Contract Holder is Annuitant: When 
     Beneficiary:                            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.                   

                                        (b)  Contract Holder is Not Annuitant:
                                             When the Contract Holder is not the
                                             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.

                                       24
<PAGE>



4.03 Death of Annuitant/                (c)  No Beneficiary Named/Surviving: If 
     Beneficiary                             there is no Beneficiary, the       
     (Cont'd):                               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
     Separate Account:                  is based on the amount of the first    
                                        Variable 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.

                                        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
     Value -- Separate                  unit 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.

                                       25
<PAGE>


4.06 Annuity Net Return                 The Annuity net return factor(s) are    
     Factor(s) -- Separate              used to compute Annuity payments for any
     Account:                           Fund. 

                                        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.

4.07 Annuity Options:                   Option 1 -- Payments for a Stated Period
                                        of Time -- An Annuity will be paid for  
                                        the number of years chosen. The number  
                                        of years must be at least 5 and not more
                                        than 30.                                
 
                                        If payments for this option are made
                                        under a Variable Annuity, the present
                                        value of any remaining payments may be
                                        withdrawn at any time. If a withdrawal
                                        is requested within 3 years after the
                                        start of payments, it will be treated as
                                        a surrender and any applicable Surrender
                                        Fee will be applied (see 3.13). 

                                        If a nonspouse Beneficiary elects this
                                        option at the death of the Contract
                                        Holder, the period selected may not
                                        extend beyond the Beneficiary's life
                                        expectancy.

                                        Option 2 -- Life Income -- An Annuity
                                        will be paid for the life of the
                                        Annuitant. If also chosen, Aetna will
                                        guarantee payments for 60, 120, 180, or
                                        240 months.

                                        Option 3 -- Life Income Based upon the
                                        Lives of Two Annuitants -- An Annuity
                                        will be paid during the lives of the
                                        Annuitant and a second Annuitant.
                                        Payments will continue until both
                                        Annuitants have died. When this option
                                        is chosen, a choice must be made of:

                                        (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)  Payments for a minimum of 120      
     (Cont'd):                               months with 100% of the payment to 
                                             continue after the first death; or 
                                        (e)  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.                         

                                        Other Options -- Aetna may make other
                                        options available as allowed by the laws
                                        of the state in which this Contract is
                                        delivered.

                                       27

<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%


               Guaranteed    Monthly   Quarterly      Semi-Annual     Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      3           3.00%      $ 28.99    $ 86.76        $ 172.88     $ 343.23
      4           3.00%        22.06      66.02          131.56       261.19
      5           3.00%        17.91      53.59          106.78       211.99
      6           3.00%        15.14      45.30           90.27       179.22
      7           3.00%        13.16      39.39           78.49       155.83
      8           3.00%        11.68      34.96           69.66       138.31
      9           3.00%        10.53      31.52           62.81       124.69
     10           3.00%         9.61      28.77           57.33       113.82
     11           3.00%         8.86      26.52           52.85       104.93
     12           3.00%         8.24      24.65           49.13        97.54
     13           3.00%         7.71      23.08           45.98        91.29
     14           3.00%         7.26      21.73           43.29        85.95
     15           3.00%         6.87      20.56           40.96        81.33
     16           3.00%         6.53      19.54           38.93        77.29
     17           3.00%         6.23      18.64           37.14        73.74
     18           3.00%         5.96      17.84           35.56        70.59
     19           3.00%         5.73      17.13           34.14        67.78
     20           3.00%         5.51      16.50           32.87        65.26
     21           3.00%         5.32      15.92           31.72        62.98
     22           3.00%         5.15      15.40           30.68        60.92
     23           3.00%         4.99      14.92           29.74        59.04
     24           3.00%         4.84      14.49           28.88        57.33
     25           3.00%         4.71      14.09           28.08        55.76
     26           3.00%         4.59      13.73           27.36        54.31
     27           3.00%         4.47      13.39           26.68        52.97
     28           3.00%         4.37      13.08           26.06        51.74
     29           3.00%         4.27      12.79           25.49        50.60
     30           3.00%         4.18      12.52           24.95        49.53

                                       28

<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

               Payments Guaranteed for a Stated Period of Months


     Adjusted
      Age of        
     Annuitant      None           60        120       180       240
- - --------------------------------------------------------------------------------
        50         $ 4.05        $ 4.05    $ 4.03    $ 3.99    $ 3.93
        51           4.12          4.11      4.09      4.05      3.99
        52           4.19          4.19      4.16      4.11      4.04
        53           4.27          4.26      4.23      4.18      4.10
        54           4.35          4.34      4.31      4.25      4.16

        55           4.44          4.42      4.39      4.32      4.22
        56           4.53          4.51      4.47      4.40      4.29
        57           4.62          4.61      4.56      4.48      4.35
        58           4.72          4.71      4.65      4.56      4.42
        59           4.83          4.81      4.75      4.64      4.49

        60           4.95          4.93      4.86      4.73      4.55
        61           5.07          5.05      4.97      4.83      4.62
        62           5.20          5.17      5.08      4.92      4.69
        63           5.34          5.31      5.20      5.02      4.76
        64           5.49          5.45      5.33      5.12      4.83

        65           5.65          5.61      5.47      5.22      4.89
        66           5.82          5.77      5.61      5.33      4.96
        67           6.01          5.94      5.75      5.44      5.02
        68           6.20          6.13      5.91      5.54      5.08
        69           6.41          6.33      6.07      5.65      5.14

        70           6.64          6.54      6.23      5.76      5.19
        71           6.88          6.76      6.41      5.86      5.24
        72           7.14          7.00      6.59      5.97      5.28
        73           7.43          7.26      6.77      6.06      5.32
        74           7.73          7.53      6.96      6.16      5.35

        75           8.06          7.82      7.14      6.25      5.38

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       29

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
    Adjusted Ages
             Second
Annuitant   Annuitant    Option 3a    Option 3b      Option 3c      Option 3d      Option 3e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 3.69        $ 4.05         $ 4.27         $ 3.69         $ 4.03  
    55         55          3.88          4.25           4.47           3.87           4.14  
    55         60          3.99          4.44           4.71           3.98           4.42  
                                                                                            
    60         55          3.99          4.44           4.71           3.98           4.42  
    60         60          4.24          4.71           4.99           4.23           4.57  
    60         65          4.38          4.97           5.32           4.38           4.93  
                                                                                            
    65         60          4.38          4.97           5.32           4.38           4.93  
    65         65          4.72          5.33           5.70           4.71           5.14  
    65         70          4.93          5.68           6.15           4.91           5.66  
                                                                                            
    70         65          4.93          5.68           6.15           4.91           5.66  
    70         70          5.40          6.21           6.70           5.36           5.96  
    70         75          5.69          6.68           7.32           5.62           6.67  
                                                                                            
    75         70          5.69          6.68           7.32           5.62           6.67  
    75         75          6.37          7.45           8.15           6.23           7.12  
    75         80          6.78          8.11           8.99           6.54           8.13  
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       30

<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%


                Monthly   Quarterly      Semi-Annual     Annual
    Years       Payment    Payment         Payment      Payment
- - ------------------------------------------------------------------
      3        $ 29.19    $ 87.33        $ 173.91     $ 344.86
      4          22.27      66.61          132.65       263.04
      5          18.12      54.19          107.92       213.99
      6          15.35      45.92           91.44       181.32
      7          13.38      40.01           79.69       158.01
      8          11.90      35.59           70.88       140.56
      9          10.75      32.16           64.05       127.00
     10           9.83      29.42           58.59       116.18
     11           9.09      27.18           54.13       107.34
     12           8.46      25.32           50.42        99.98
     13           7.94      23.75           47.29        93.78
     14           7.49      22.40           44.62        88.47
     15           7.10      21.24           42.31        83.89
     16           6.76      20.23           40.29        79.89
     17           6.47      19.34           38.51        76.37
     18           6.20      18.55           36.94        73.25
     19           5.97      17.85           35.54        70.47
     20           5.75      17.22           34.28        67.98
     21           5.56      16.65           33.15        65.74
     22           5.39      16.13           32.13        63.70
     23           5.24      15.66           31.19        61.85
     24           5.09      15.24           30.34        60.17
     25           4.96      14.85           29.56        58.62
     26           4.84      14.49           28.85        57.20
     27           4.73      14.15           28.19        55.90
     28           4.63      13.85           27.58        54.69
     29           4.53      13.57           27.02        53.57
     30           4.45      13.30           26.49        52.53

                                       31
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%


              Monthly   Quarterly      Semi-Annual     Annual
    Years     Payment    Payment         Payment      Payment
- - -----------------------------------------------------------------
      3       $ 29.80    $ 89.04        $ 176.99     $ 349.72
      4         22.89      68.38          135.93       268.58
      5         18.74      56.00          111.33       219.98
      6         15.99      47.77           94.96       187.64
      7         14.02      41.90           83.30       164.59
      8         12.56      37.52           74.58       147.35
      9         11.42      34.11           67.81       133.99
     10         10.51      31.40           62.42       123.34
     11          9.77      29.19           58.03       114.66
     12          9.16      27.36           54.38       107.45
     13          8.64      25.81           51.31       101.39
     14          8.20      24.50           48.69        96.21
     15          7.82      23.36           46.44        91.75
     16          7.49      22.37           44.47        87.88
     17          7.20      21.51           42.75        84.88
     18          6.94      20.74           41.23        81.47
     19          6.71      20.06           39.88        78.80
     20          6.51      19.46           38.68        76.42
     21          6.33      18.91           37.59        74.28
     22          6.17      18.42           36.62        72.35
     23          6.02      17.98           35.73        70.61
     24          5.88      17.57           34.93        69.02
     25          5.76      17.20           34.20        67.57
     26          5.65      16.87           33.53        66.25
     27          5.54      16.56           32.92        65.04
     28          5.45      16.28           32.35        63.93
     29          5.36      16.01           31.83        62.90
     30          5.28      15.77           31.35        61.95

                                       32
<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%

                   Payments Guaranteed for a Stated Period of Months

      Age of        
     Annuitant      None           60        120       180       240
- - --------------------------------------------------------------------------------
        50         $ 4.34        $ 4.34    $ 4.31    $ 4.27    $ 4.22
        51           4.41          4.40      4.38      4.33      4.27
        52           4.48          4.47      4.45      4.40      4.32
        53           4.56          4.55      4.52      4.46      4.38
        54           4.64          4.63      4.59      4.53      4.44

        55           4.72          4.71      4.67      4.60      4.50
        56           4.81          4.80      4.75      4.67      4.56
        57           4.91          4.89      4.84      4.75      4.62
        58           5.01          4.99      4.93      4.83      4.69
        59           5.12          5.10      5.03      4.92      4.75

        60           5.23          5.21      5.13      5.00      4.82
        61           5.36          5.33      5.24      5.09      4.88
        62           5.49          5.45      5.35      5.19      4.95
        63           5.63          5.59      5.47      5.28      5.02
        64           5.78          5.73      5.60      5.38      5.08

        65           5.94          5.89      5.73      5.48      5.15
        66           6.11          6.05      5.87      5.58      5.21
        67           6.29          6.22      6.02      5.69      5.27
        68           6.49          6.41      6.17      5.79      5.33
        69           6.70          6.60      6.33      5.90      5.38
                                                                     
        70           6.92          6.81      6.49      6.00      5.43
        71           7.17          7.04      6.66      6.10      5.48
        72           7.43          7.27      6.84      6.20      5.52
        73           7.71          7.53      7.02      6.30      5.55
        74           8.02          7.70      7.20      6.39      5.59
                                                                     
        75           8.35          8.08      7.38      6.48      5.62
                                                                 
Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       33

<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 5.0%

                    Payments Guaranteed for a Stated Period of Months

      Age of        
     Annuitant      None           60        120       180       240
- - --------------------------------------------------------------------------------
        50         $ 5.26        $ 5.25    $ 5.22    $ 5.17    $ 5.11
        51           5.33          5.32      5.28      5.23      5.15
        52           5.40          5.38      5.34      5.29      5.20
        53           5.47          5.45      5.41      5.35      5.26
        54           5.54          5.53      5.48      5.41      5.31

        55           5.63          5.61      5.56      5.47      5.36
        56           5.71          5.69      5.63      5.54      5.42
        57           5.80          5.78      5.72      5.61      5.47
        58           5.90          5.88      5.81      5.69      5.53
        59           6.01          5.98      5.90      5.77      5.59

        60           6.12          6.09      6.00      5.85      5.65
        61           6.24          6.21      6.10      6.93      5.71
        62           6.37          6.33      6.21      6.02      5.77
        63           6.51          6.46      6.33      6.11      5.83
        64           6.66          6.60      6.45      6.20      5.89

        65           6.82          6.75      6.57      6.30      5.95
        66           6.99          6.91      6.71      6.39      6.01
        67           7.17          7.08      6.85      6.49      6.06
        68           7.36          7.27      6.99      6.59      6.12
        69           7.57          7.46      7.15      6.69      6.17
                                                                     
        70           7.80          7.67      7.30      6.78      6.21
        71           8.05          7.89      7.47      6.88      6.25
        72           8.31          8.13      7.64      6.97      6.29
        73           8.59          8.38      7.81      7.06      6.33
        74           8.90          8.64      7.99      7.15      6.36
                                                                     
        75           9.23          8.93      8.16      7.23      6.38
                                                                 
Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       34

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
    Adjusted Ages
             Second
Annuitant   Annuitant    Option 3a    Option 3b      Option 3c      Option 3d      Option 3e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 3.97        $ 4.35         $ 4.56         $ 3.97         $ 4.31  
    55         55          4.16          4.54           4.76           4.15           4.42  
    55         60          4.27          4.73           5.00           4.26           4.48  
                                                                                            
    60         55          4.27          4.73           5.00           4.26           4.70  
    60         60          4.51          4.99           5.27           4.50           4.84  
    60         65          4.66          5.25           5.61           4.65           4.93  
                                                                                            
    65         60          4.66          5.25           5.61           4.65           5.22  
    65         65          4.99          5.61           5.99           4.98           5.42  
    65         70          5.19          5.97           6.44           5.17           5.54  
                                                                                            
    70         65          5.19          5.97           6.44           5.17           5.93  
    70         70          5.67          6.49           6.99           5.62           6.23  
    70         75          5.95          6.96           7.61           5.87           6.40  
                                                                                            
    75         70          5.95          6.96           7.61           5.87           6.95  
    75         75          6.64          7.73           8.43           6.48           7.40  
    75         80          7.04          8.39           9.29           6.79           7.64  
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       35

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
    Adjusted Ages
             Second
Annuitant   Annuitant    Option 3a    Option 3b      Option 3c      Option 3d      Option 3e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 4.88        $ 5.26         $ 5.48         $ 4.88         $ 5.23  
    55         55          5.04          5.44           5.66           5.04           5.32  
    55         60          5.15          5.63           5.91           5.14           5.38  
                                                                                            
    60         55          5.15          5.63           5.91           5.14           5.59  
    60         60          5.37          5.87           6.16           5.37           5.72  
    60         65          5.52          6.14           6.51           5.51           5.80  
                                                                                            
    65         60          5.52          6.14           6.51           5.51           6.10  
    65         65          5.83          6.49           6.87           5.82           6.29  
    65         70          6.04          6.84           7.34           6.00           6.41  
                                                                                            
    70         65          6.04          6.84           7.34           6.00           6.81  
    70         70          6.49          7.35           7.87           6.44           7.08  
    70         75          6.77          7.84           8.51           6.68           7.25 
                                                                                            
    75         70          6.77          7.84           8.51           6.68           7.81  
    75         75          7.45          8.60           9.33           7.27           8.25  
    75         80          7.86          9.28          10.20           7.57           8.49  
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       36


<PAGE>

                                  [Aetna logo]
                    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 logo]        Aetna Life Insurance and Annuity Company
                    Home Office: 151 Farmington Avenue
                    Hartford, Connecticut 06156
                    (800) 531-4547

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


Specifications 
- - --------------------------------------------------------------------------------
Plan
  SPECIMEN
- - --------------------------------------------------------------------------------
Type of Plan
  SPECIMEN
- - --------------------------------------------------------------------------------
Contract Holder
  SPECIMEN
- - --------------------------------------------------------------------------------
Annuitant
  SPECIMEN
- - --------------------------------------------------------------------------------
Contract No.
  SPECIMEN
- - --------------------------------------------------------------------------------
Effective Date
  SPECIMEN
- - --------------------------------------------------------------------------------
This Contract is delivered in NEW YORK      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 Contract Holder may cancel this Contract within 10 days of receiving it by
returning this Contract along with a written notice to Aetna at the above
address or to the agent from whom it was purchased. Within 7 days after it
receives the notice of cancellation and this Contract at its Home Office, Aetna
will return the entire consideration paid. 

This page, the following pages, and the application make up the entire Contract.

Signed at the Home Office on the Effective Date.

/s/Daniel Kearney                  /s/Susan M. Schechter
     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 Payment(s)
Interest Rate       held in the ALIAC Guaranteed Account (see Contract Schedule
                    I).                                                        
- - --------------------------------------------------------------------------------
Deductions from     There will be deductions for mortality and expense risks and
the Separate        administrative fees (see Contract Schedule I and II).       
Account             

- - --------------------------------------------------------------------------------
Deduction from      Purchase Payment(s) are 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 Contract
Fee                 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. IT IS THEREFORE 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      A daily charge is deducted from any portion of the   
Account:                 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% 

Separate Account Funds:  During the Accumulation Period the Funds available with
                         this Contract are: 

                         Aetna Variable Fund 
                         Aetna Income Shares
                         Aetna Variable Encore Fund (money market fund) 
                         Aetna Investment Advisers Fund, Inc. 
                         Aetna Ascent Variable Portfolio 
                         Aetna Crossroads Variable Portfolio 
                         Aetna Legacy Variable Portfolio 
                         Aetna Variable Index Plus Portfolio 
                         The Alger American Fund - Alger American Balanced 
                           Portfolio 
                         The Alger American Fund - Alger American Income and 
                           Growth Portfolio 
                         The Alger American Fund - Alger American Growth 
                           Portfolio 
                         The Alger American Fund - Alger American Midcap Growth
                           Portfolio 
                         The Alger American Fund - Alger American Leveraged 
                           Allcap Portfolio
                         The Alger American Fund - Alger American Small 
                           Capitalization Portfolio 
                         Fidelity Investments Variable Insurance Products Fund -
                           High Income Portfolio 
                         Fidelity Investments Variable Insurance Products Fund -
                           Equity-Income Portfolio 
                         Fidelity Investments Variable Insurance Products Fund -
                           Growth Portfolio 
                         Fidelity Investments Variable Insurance Products Fund -
                           Overseas Portfolio 
                         Fidelity Investments Variable Insurance Products Fund 
                           II - Investment Grade Bond Portfolio
                         Fidelity Investments Variable Insurance Products Fund 
                           II - Asset Manager Portfolio 
                         Fidelity Investments Variable Insurance Products Fund 
                           II - Index 500 Portfolio 
                         Fidelity Investments Variable Insurance Products Fund 
                           II -Contrafund Portfolio

                                       3
<PAGE>


                          Contract Schedule I (Cont'd)
                              Accumulation Period

Separate Account (Cont'd)
- - --------------------------------------------------------------------------------
Separate Account Funds   Federated American Leaders Fund II
(Cont'd)                 Federated Fund for U.S. Government Securities II
                         Federated American Leaders Fund II
                         Federated Utility Fund II
                         Janus Aspen Series - Aggressive Growth Portfolio
                         Janus Aspen Series - Balanced Portfolio
                         Janus Aspen Series - Flexible Income Portfolio
                         Janus Aspen Series - Growth Portfolio
                         Janus Aspen Series - Short-Term Bond Portfolio
                         Janus Aspen Series - Worldwide Growth Portfolio
                         Lexington Emerging Markets Fund
                         Lexington Natural Resources Trust
                         MFS Emerging Growth Series
                         MFS Research Series
                         MFS Total Return Series
                         MFS World Governments Series
                         MFS Value Series
                         TCI Portfolios, Inc. - TCI International
                         TCI Portfolios, Inc. - TCI Growth
                         TCI Portfolios, Inc. - TCI Balanced

ALIAC Guaranteed Account (AG Account)
- - --------------------------------------------------------------------------------
Minimum Guaranteed            3.0%.
Interest Rate (effective
annual rate of return):

Separate Account and AG Account
- - --------------------------------------------------------------------------------
Minimum Initial Purchase      $5,000
Payment:

Maximum Initial Purchase      $1,000,000
Payment Without Home
Office Approval:

Transfers:                    An unlimited number of Transfers may be made
                              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.

Minimum Transfer              $500
Amount:

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

                                       4
<PAGE>


                          Contract Schedule I (Cont'd)
                              Accumulation Period

Separate Account and AG Account (Cont'd)
- - --------------------------------------------------------------------------------
Surrender Fee:                For each surrender, the Surrender Fee will be 
                              determined as follows:

<TABLE>
<CAPTION>
                              Length of Time from Deposit of Net           Surrender Fee
                              Purchase Payment (Years)                   (as percentage of
                                                                        Net Purchase Payment)
                              <S>                                               <C>
                              Less than 1 year                                  7%
                              1 or more but less than 2 years                   6%
                              2 or more but less than 3 years                   5%
                              3 or more but less than 4 years                   4%
                              4 or more but less than 5 years                   3%
                              5 or more but less than 6 years                   2%
                              6 or more but less than 7 years                   1%
                              7 years or more                                   0%
</TABLE>

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

SWO Minimum Initial           $20,000
Current Value:

SWO Minimum Payment           $100
Amount:

See 1. GENERAL DEFINITIONS for explanations.

                                       5
<PAGE>

                              Contract Schedule II
                                 Annuity Period

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

Charges to Separate           A daily charge at an annual effective rate of     
Account:                      1.25% 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      If a Variable Annuity is chosen, an assumed annual
Annual Net Return Rate:       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            3.0%
Interest Rate (effective 
annual rate of return):

See 1. GENERAL DEFINITIONS for explanations.

                                       6
<PAGE>

                               TABLE OF CONTENTS

I. GENERAL DEFINITIONS
                                                                         Page
1.01 Account ............................................................ 10
1.02 Accumulation Period ................................................ 10
1.03 Adjusted Current Value ............................................. 10
1.04 ALIAC Guaranteed Account (AG Account) .............................. 10
1.05 Annuitant .......................................................... 10
1.06 Annuity ............................................................ 10
1.07 Beneficiary ........................................................ 10
1.08 Certificate Holder ................................................. 10
1.09 Code ............................................................... 10
1.10 Contract ........................................................... 10
1.11 Contract Holder..................................................... 10
1.12 Current Value ...................................................... 11
1.13 Deposit Period ..................................................... 11
1.14 Fixed Annuity ...................................................... 11
1.15 Fund(s) ............................................................ 11
1.16 General Account .................................................... 11
1.17 Guaranteed Rate -- AG Account ...................................... 11
1.18 Guaranteed Term .................................................... 11
1.19 Guaranteed Term(s) Groups .......................................... 11
1.20 Maintenance Fee .................................................... 12
1.21 Market Value Adjustment (MVA)....................................... 12
1.22 Matured Term Value ................................................. 12
1.23 Matured Term Value Transfer ........................................ 12
1.24 Maturity Date ...................................................... 12
1.25 Net Purchase Payment(s) ............................................ 12
1.26 Nonunitized Separate Account ....................................... 12
1.27 Purchase Payment(s) ................................................ 12
1.28 Rebalancing Program ................................................ 12
1.29 Reinvestment ....................................................... 12

                                       7
<PAGE>
                                                                         Page
1.30 Separate Account ................................................... 13
1.31 Surrender Value .................................................... 13
1.32 Transfers .......................................................... 13
1.33 Valuation Period (Period) .......................................... 13
1.34 Variable Annuity ................................................... 13

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 ......................................................... 15
2.06 Control of Contract ................................................ 15
2.07 Designation of Beneficiary ......................................... 15
2.08 Misstatements and Adjustments ...................................... 15
2.09 Incontestability ................................................... 15
2.10 Grace Period ....................................................... 15
2.11 Individual Certificate ............................................. 15

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
3.01 Net Purchase Payment ............................................... 16
3.02 Certificate Holder's Account ....................................... 16
3.03 Fund(s) Record Units -- Separate Account ........................... 16
3.04 Net Return Factor(s) -- Separate Account ........................... 16
3.05 Fund Record Unit Value -- Separate Account ......................... 17
3.06 Market Value Adjustment ............................................ 17
3.07 Transfer of Current Value from the Funds or ALIAC Guaranteed Account 18
3.08 Notice to the Certificate Holder ................................... 19
3.09 Loans .............................................................. 19
3.10 Systematic Withdrawal Option (SWO) ................................. 19
3.11 Death Benefit Amount ............................................... 21
3.12 Death Benefit Options Available to Beneficiary ..................... 22

                                       8
<PAGE>
                                                                         Page
3.13 Liquidation of Surrender Value ..................................... 23
3.14 Surrender Fee ...................................................... 24
3.15 Payment of Surrender Value ......................................... 24

IV. ANNUITY PROVISIONS
4.01 Choices to be Made ................................................. 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 ..................... 27
4.06 Annuity Net Return Factor(s) -- Separate Account ................... 27
4.07 Annuity Options .................................................... 28

                                       9
<PAGE>


I. GENERAL DEFINITIONS
- - --------------------------------------------------------------------------------
1.01 Account:                      A record established for each Certificate
                                   Holder to maintain the value of the Net
                                   Purchase Payment 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 a Contract to  
                                   provide future Annuity payment(s).       
 
1.03 Adjusted Current Value:       The Current Value of a Contract plus or minus
                                   any aggregate ALIAC Guaranteed Account MVA,  
                                   if applicable. (See 1.21)                    

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 payment from the Contract upon the death
                                   of the Annuitant, or if the Certificate
                                   Holder is different from the Annuitant, upon
                                   the death of the Certificate Holder. 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.
                                   Unless we allow otherwise in response to a
                                   written request prior to Contract issue, 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. If the account is owned by a
                                   nonnatural person, the death benefit will be
                                   paid at the death of the Annuitant.

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 a group Contract is
                                   issued.

                                       10
<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 ALIAC Guaranteed 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 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 Reinvestments are
                                   accepted into the ALIAC Guaranteed Account
                                   for one or more Guaranteed Terms. Aetna
                                   reserves the right to extend the Deposit
                                   Period.

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

1.15 Fund(s):                      The open-end management investment companies 
                                   (mutual funds) in which the Separate Account 
                                   invests (see Contract Schedule I for specific
                                   fund options).                               

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

1.17 Guaranteed Rate --            Aetna will declare the interest rate         
     AG Account:                   applicable to a specific Guaranteed Term at  
                                   the start of the Deposit Period for that     
                                   Guaranteed Term. The rate is guaranteed by   
                                   Aetna for that Deposit Period and the ensuing
                                   Guaranteed Term. The Guaranteed Rate is an   
                                   annual effective yield. 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.                         

1.18 Guaranteed Term:              The period of time for which the AG Account  
                                   Guaranteed Rate is guaranteed on Net Purchase
                                   Payments, Transfers and Reinvestments made   
                                   into a current Deposit Period for the AG     
                                   Account. Such period begins on the day       
                                   following the close of the Deposit Period and
                                   ends on the designated Maturity Date.        
                                   Guaranteed Terms are offered at Aetna's      
                                   discretion for various lengths of time       
                                   ranging up to and including ten years.       

                                   During a Deposit Period, Aetna may make
                                   available any number of Guaranteed Terms. The
                                   Contract Holder may allocate Net Purchase
                                   Payments and Transfers into any or all of the
                                   available Guaranteed Terms.

1.19 Guaranteed Term(s)            All AG Account Guaranteed Term(s) with the  
     Groups:                       same length of time from the close of the   
                                   Deposit Period until the designated Maturity
                                   Date.                                       

1.20 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.                                   

                                       11
<PAGE>

1.21 Market Value Adjustment       An adjustment that may apply to an amount
     (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 or transferred.

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

1.23 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.      

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

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

1.26 Nonunitized Separate          A separate account subject to the laws of New
     Account:                      York 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  
                                   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.                                    

1.27 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.

1.28 Rebalancing Program:          A program that allows Contract Holders to
                                   have portions of their Current Value
                                   automatically reallocated annually to a
                                   specified percentage. Only the portion of the
                                   Current Value held in the separate account
                                   can be rebalanced. Contract Holders may
                                   participate in this program by completing the
                                   Rebalancing Section of the enrollment form,
                                   or by requesting the service in writing from
                                   the Company's Home Office. Reallocations
                                   under the Rebalancing Program will not be
                                   counted for purposes of any transfer
                                   limitations imposed under the contract.

1.29 Reinvestment:                 Aetna will mail a notice to the Contract
                                   Holder at least 18 calendar days and not more
                                   than 45 days before a Guaranteed Term's
                                   Maturity Date.

                                       12
<PAGE>


1.29 Reinvestment (Cont'd):        This notice will contain the Terms available
                                   during current Deposit Periods with their
                                   Guaranteed Rate, 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 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 the AG Account under
                                   this Contract during the Accumulation Period.

1.33 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.

1.34 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 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 be
                                   applicable only if it is more favorable to
                                   the Contract Holder and/or the Certificate
                                   Holder.

                                       13
<PAGE>


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

                                   (a) Net Purchase Payment (3.01)
                                   (b) AG Account Guaranteed Rate (1.04)
                                   (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 Guaranteed Interest Rates
                                       (4.01)
                                   (i) Transfers (1.32).

                                   This Contract may be changed as deemed
                                   necessary by Aetna to comply with federal or
                                   state law. Any such change is subject to the
                                   prior approval of the New York Insurance
                                   Department.

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. Aetna 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 federal
                                   securities laws and are subject to the
                                   approval of the Superintendent of the New
                                   York Insurance Department and Aetna will
                                   notify the Contract Holder of such change.

2.03 Nonparticipating Contract:    The Contract Holder, Certificate Holder's or
                                   Beneficiaries will not have a right to share
                                   in the 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 7 calendar days of
                                   receipt at its Home Office of a written claim
                                   for payment which is in good order, except as
                                   provided in 3.15.

                                       14
<PAGE>


2.05 State Laws:                   The Contract and the Certificate's 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. Nothing in the group
                                   annuity contract invalidates or impairs any
                                   right granted to the Certificate Holder. 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. Certificate
                                   Holder choices made under this contract must
                                   be in writing. If the Account is owned
                                   jointly, both joint 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 Account may not be attached, alienated,
                                   or subject to the claims of 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 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.        

2.08 Misstatements and             If Aetna finds the age or sex of any         
     Adjustments:                  Annuitant to be misstated, the amount payable
                                   under the Contract shall be adjusted for the 
                                   correct age or sex; the amount of any        
                                   underpayment or overpayment, with interest at
                                   six per cent per year, shall be credited to, 
                                   or charged against, the current or next      
                                   succeeding payment or payments to be made by 
                                   Aetna under the Contract.                    

2.09 Incontestability:             Aetna cannot cancel the Contract because of
                                   any error of fact on the application. Aetna
                                   cannot cancel an Account because of any error
                                   of fact on the enrollment form.

2.10 Grace Period:                 This Contract will remain in effect even if
                                   Purchase Payments are not continued.

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

                                       15
<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 will generally
                                   deduct the premium tax when Annuity benefits
                                   are elected (see Part IV). If Aetna
                                   determines that under applicable state law,
                                   it must pay a premium tax when the Purchase
                                   Payment is received or at any other time, it
                                   will deduct the tax at that time.

                                   The Net Purchase Payment will be credited
                                   among:

                                   (a) The current Deposit Period(s) for
                                       Guaranteed Terms under the AG Account; 
                                       and
                                   (b) The Fund(s) in which the Separate Account
                                       invests.

                                   For each Net Purchase Payment, the
                                   Certificate Holder shall tell Aetna the
                                   allocation percentage to be applied to the
                                   current Deposit Period for each of the
                                   available 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.

                                   The minimum acceptable additional Purchase
                                   Payment is shown on Contract Schedule I. The
                                   maximum acceptable Purchase Payment without
                                   Home Office approval is also provided on
                                   Contract Schedule I.

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

3.03 Fund(s) Record Units --       The portion of the Net Purchase Payment(s)   
     Separate Account:             applied to each Fund under the Separate      
                                   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 Factor(s) --       The net return factor(s) are used to compute
     Separate Account:             all Separate Account record units for 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

                                       16
<PAGE>


3.04 Net Return Factor(s) --       (c)  Taxes (or reserves for taxes) on the
     Separate Account                   Separate Account (if any); divided by
     (Cont'd)                      (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.

3.05 Fund Record Unit              A Fund record unit value is computed by      
     Value -- Separate Account:    multiplying the net return factors for the   
                                   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                  Except as noted below, there will be an MVA 
     Adjustment:                   for a withdrawal from the AG Account before 
                                   the end of a Guaranteed Term when the       
                                   withdrawal is due to:                       

                                   (a)  a Transfer; except for Transfers as
                                        specified in 1.23, AG Account Matured
                                        Term Value Transfer;
                                   (b)  A full or partial surrender (including a
                                        15% free withdrawal under 3.14), except
                                        for a partial withdrawal under the
                                        Systematic Withdrawal Option (see 3.10);
                                        or
                                   (c)  An election of Annuity option 2 (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 3 or 4 (see 4.07).

                                       17
<PAGE>


3.06 Market Value                  Market value adjusted amounts will be equal
     Adjustment (Cont'd):          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.

                                   If U.S. Treasury Notes are no longer
                                   available, a suitable replacement index,
                                   subject to approval of the Superintendent of
                                   the New York Insurance Department, would then
                                   be utilized.

                                   A detailed description of the MVA has been
                                   filed with the Superintendent of the New York
                                   Insurance Department. 

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

                                   (a)  To any other Fund; or
                                   (b)  To any Guaranteed Term of the AG Account
                                        available in the current Deposit Period.

                                       18
<PAGE>


3.07 Transfer of Current Value     Transfer requests can be submitted as a
     from the Funds or             percentage or as a dollar amount. The
     AG Account (Cont'd):          minimum transfer amount is shown on Contract
                                   Schedule I. 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 as a Matured Term Value
                                   on or within one calendar month of the Term's
                                   Maturity Date do not count against the annual
                                   Transfer limit.

                                   Amounts applied to Guaranteed Terms of the AG
                                   Account may not be transferred to the Funds
                                   or to another Guaranteed Term during the
                                   Deposit Period or for 90 days after the close
                                   of the Deposit Period except for a Matured
                                   Term Value(s) during the calendar month
                                   following the Term's Maturity Date.

                                   Transfers from Guaranteed Terms of the AG
                                   Account are subject to the MVA provisions in
                                   3.06.

3.08 Notice to the                 The Certificate Holder will receive quarterly
     Contract 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.

3.10 Systematic Withdrawal         The following distribution options may be    
     Option (SWO):                 elected by the Certificate Holder or a       
                                   Beneficiary during the Accumulation Period. A
                                   distribution option under which a portion of 
                                   the Accounts' Current Value will             
                                   automatically be surrendered and distributed 
                                   each year. SWO payments will be calculated on
                                   the Accounts' full Current Value. The        
                                   distributed amount is withdrawn pro rata from
                                   each investment option used under the        
                                   Account. A Surrender Fee will not be deducted
                                   from any portion of the Current Value which  
                                   is paid as a distribution under SWO.         
                                   Certificate Holders should consult their tax 
                                   advisers prior to requesting this            
                                   distribution option. Aetna will not be       
                                   responsible for any adverse tax consequences 
                                   due to receiving SWO payments.               
 
                                   (a) Amount of Distribution: The Certificate
                                       Holder or a Beneficiary may elect one of 
                                       the three payment methods described 
                                       below.

                                       19
<PAGE>


3.10 Systematic Withdrawal              (1)  Specified Payment: Payments of a   
     Option (SWO)                            designated dollar amount. The      
     (Cont'd):                               annual amount may not be greater   
                                             than the percentage of the         
                                             Account's Current Value on the date
                                             of the SWO election as shown on    
                                             Contract Schedule I. This annual   
                                             dollar amount will remain constant.
                                             The minimum SWO payment amount is  
                                             shown on Contract Schedule I. If   
                                             SWO payments are made more         
                                             frequently than annually, the      
                                             designated annual amount is divided
                                             by the number of payments due each 
                                             year; or                           

                                        (2)  Specified Period: Payments made
                                             over a designated period of time of
                                             at least 10 years. The annual
                                             amount is calculated by dividing
                                             the Current Value as of December 31
                                             of the year prior to the payment
                                             year by the number of payment years
                                             remaining; or

                                        (3)  Specified Percentage: Payments of a
                                             designated percentage which cannot
                                             be greater than the percentage of
                                             the Current Value at the time of
                                             election as shown on Contract
                                             Schedule I. The percentage may be
                                             changed by written request. Aetna
                                             reserves the right to limit the
                                             number of times the percentage may
                                             be changed. The annual amount is
                                             calculated by multiplying the
                                             Current Value as of December 31 of
                                             the year prior to the payment year
                                             by the designated percentage.
                                             

                                        Payments upon the Contract Holder's
                                        death will continue to the Beneficiary
                                        in the manner described in 3.11.

                                   (b)  Minimum Initial Current Value: The
                                        Minimum Initial Current Value required
                                        to begin SWO is shown on Contract
                                        Schedule I. If after election of this
                                        option the Current Value is insufficient
                                        to make a scheduled SWO payment, Aetna
                                        will distribute the entire balance.

                                   (c)  Date of Distribution: The Contract
                                        Holder or a Beneficiary shall specify
                                        the first payment date. The earliest
                                        allowable first payment date is the date
                                        on which the Contract Holder attains age
                                        59 1/2. The latest allowable SWO payment
                                        date is the month of the Annuitant's
                                        90th birthday. As elected by the
                                        Contract Holder, SWO payments will be
                                        made on a monthly, quarterly,
                                        semi-annual or annual basis. If SWO
                                        payments are made more frequently than
                                        annually, the designated annual amount
                                        is divided by the number of payments due
                                        each year. Subsequent payments will be
                                        made on the 15th of the appropriate
                                        months or on such other date as Aetna
                                        may designate or allow.

                                   (d)  Election and Revocation: SWO may be
                                        elected by the Certificate Holder or a
                                        Beneficiary if elected after the
                                        Certificate Holders death by submitting
                                        a completed and signed election form to
                                        Aetna's Home Office. Once elected, this
                                        option may be revoked by the Certificate
                                        Holder or Beneficiary, if elected after
                                        the Certificate Holder's death, by
                                        submitting a written request to Aetna at
                                        its Home Office. Any revocation will
                                        apply only to amounts not yet paid. SWO
                                        may be elected only once by the
                                        Certificate Holder or by the
                                        Beneficiary.

                                       20
<PAGE>


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 less than 85 years of
                                        age: The guaranteed death benefit is the
                                        greatest of:

                                        (1)  The sum of all Net 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. 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.

                                        The excess, if any, of the guaranteed
                                        death 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 Annuitant age 85 or greater:
                                        The death benefit is the greatest of:

                                        (1)  The sum of all Net 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 prior to
                                             the Certificate Holder's 85th
                                             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.

                                       21
<PAGE>


3.11 Death Benefit Amount               The excess, if any, of the guaranteed
     (Cont'd):                          death benefit value over the Account's
                                        Current Value is determined as of the
                                        date of death. Any excess amount will
                                        be deposited in 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. 

                                   (c)  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).

                                   (d)  At the death of a surviving spouse
                                        Beneficiary who continued the Account in
                                        his or her own name, the death benefit
                                        amount is equal to the Account's Current
                                        Value less any applicable Surrender Fee
                                        on the amount of any Purchase Payment(s)
                                        made since the death of the Certificate
                                        Holder.

3.12 Death Benefit Options         Prior to any election, or until amounts must 
     Available to Beneficiary:     be otherwise distributed under this section, 
                                   the Current Value of the account will be     
                                   retained in the Account. The Beneficiary has 
                                   the right under the Contract to allocate or  
                                   reallocate any amount to any of the available
                                   investment options (subject to an MVA, as    
                                   applicable). The following options are       
                                   available to the Beneficiary:                
                                   
                                   (a)  When the Certificate Holder is the
                                        Annuitant: If the Certificate
                                        Holder/Annuitant dies, and:

                                        (1)  If the Beneficiary is the
                                             Certificate Holder's surviving
                                             spouse, the Beneficiary may
                                             exercise all rights under the
                                             Contract and continue in the
                                             Accumulation Period, or may elect
                                             (i), (ii), or (iii) 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 of the
                                                  Account to Annuity option 2, 3
                                                  or 4 (see 4.07);

                                             (ii) Apply some or all of the
                                                  Adjusted Current Value to
                                                  Annuity option 1 (see 4.07);
                                                  or

                                            (iii) 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 Certificate Holder's surviving
                                             spouse, then options (i), (ii), or
                                             (iii) under (1) above apply. Any
                                             portion of the Adjusted Current
                                             Value of the Account not applied to
                                             Annuity option 2, 3 or 4 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 Adjusted
                                             Current Value will be made to the
                                             Certificate Holder's estate.

                                       22
<PAGE>


3.12 Death Benefit Options         (b) When the Certificate Holder is not
     Available to Beneficiary          the Annuitant and the Certificate
     (Cont'd)                          Holder dies; and:

                                        (1)  If the Beneficiary is the
                                             Certificate Holder's surviving
                                             spouse, the Beneficiary may
                                             exercise all rights under the
                                             Contract and continue in the
                                             Accumulation Period, or may elect
                                             (i), (ii), or (iii) 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 of the
                                                  Account to Annuity option 2, 3
                                                  or 4 (see 4.07);

                                             (ii) Apply some or all of the
                                                  Surrender Value to Annuity
                                                  option 1 (see 4.07); or

                                            (iii) 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, then options (i), (ii), or
                                             (iii) under (1) above apply. Any
                                             portion of the Adjusted Current
                                             Value not applied to Annuity option
                                             2, 3 or 4 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 will be made to the
                                             Certificate Holder's estate.

                                   (c)  When the Certificate Holder is not the
                                        Annuitant and the Annuitant dies: The
                                        Beneficiary must elect Annuity option 2,
                                        3 or 4 within 60 days of the date of
                                        death or the gain, if any, will be
                                        includible in the Beneficiary's income
                                        in the tax year in which the Annuitant
                                        dies.

3.13 Liquidation of                All or any portion of the Account's Current  
     Surrender Value:              Value may be surrendered at any time as      
                                   requested by the Certificate Holder.         
                                   Surrender requests can be submitted as a     
                                   percentage of the Account's Adjusted 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.

                                       23
<PAGE>


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 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 2, 3
                                        or 4 under this Contract (see 4.07);

                                   (c)  As a distribution under the SWO
                                        provision (see 3.10);

                                   (d)  At least 12 months after the date of the
                                        first Purchase Payment to the Account,
                                        in an amount equal to or less than 15%
                                        of the Current Value. This applies to
                                        the first surrender request, partial or
                                        full, in a calendar year. The Current
                                        Value is calculated as of the date the
                                        surrender request is received in good
                                        order at Aetna's Home Office. This
                                        waiver is not available to the Contract
                                        Holder while SWO is in effect; or

                                   (e)  For a full surrender where the Account's
                                        Current Value is $2,500 or less and no
                                        surrenders have been taken from the
                                        Contract within the prior 12 months.

3.15 Payment of                    Under certain emergency conditions, Aetna may
     Surrender 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 under the
                                       Investment Company Act of 1940.

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

4.01 Choices to be Made:           The Certificate Holder may tell Aetna to     
                                   apply any portion of the Adjusted Current    
                                   Value (minus any premium tax) for an Annuity 
                                   under option 2, 3, or 4 (see 4.07). The first
                                   Annuity payment may not be earlier than one  
                                   calendar year after the initial Purchase     
                                   Payment nor later than the first day of the  
                                   month following the Annuitant's 90th         
                                   birthday. 

                                   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).

                                       24
<PAGE>


4.01 Choices to be Made            If a Fixed Annuity is chosen, the Annuity
     (Cont'd):                     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).

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 under option 2, 3 or
                                        4 is chosen and a larger payment would
                                        result from applying the Surrender Value
                                        or, if greater, 95% of what the
                                        surrender would be if there were no
                                        surrender fee, to a current Aetna single
                                        premium immediate Annuity, Aetna will
                                        make the larger payment.

                                   (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
                                        3 and 4 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 2
                                        (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.

                                       25
<PAGE>


4.03 Death of Annuitant/           (a)  Certificate Holder is Annuitant: When   
     Beneficiary:                       the Certificate Holder is the Annuitant 
                                        and the Annuitant dies under option 2 or
                                        3, or both the Annuitant and the second 
                                        Annuitant die under option 4(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 4 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 under
                                        options 2, 3 or 4 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 2 or
                                        3, or if both the Annuitant and the
                                        second Annuitant die under option 4(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 4 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 under option 2, 3 or
                                        4, 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 designated under
                                        option 1 dies, the amount held plus
                                        accrued interest will be paid in one sum
                                        to a successor Beneficiary, if any,
                                        named by the designated Beneficiary. If
                                        there is no successor Beneficiary, the
                                        lump sum will be paid to the designated
                                        Beneficiary's estate.

                                   (e)  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.

                                   (f)  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.

                                       26
<PAGE>


4.04 Fund(s) Annuity Units --      The number of each Fund's Annuity units is
     Separate Account:             based on the amount of the first Variable
                                   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.

                                   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 value
                                   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 Annuity payments for any Fund.
     Account:                      
                                   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
                                   (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.

                                       27
<PAGE>


4.07 Annuity Options:              Option 1 -- Payments for a Stated Period of
                                   Time -- An Annuity will be paid for the
                                   number of years chosen. The number of years
                                   must be at least 5 and not more than 30.

                                   If payments for this option are made under a
                                   Variable Annuity, the present value of any
                                   remaining payments may be withdrawn at any
                                   time. If a withdrawal is requested within 3
                                   years after the start of payments, it will be
                                   treated as a surrender and any applicable
                                   Surrender Fee will be applied (see 3.14).

                                   If a nonspouse Beneficiary elects this option
                                   at the death of the Contract Holder, the
                                   period selected may not extend beyond the
                                   Beneficiary's life expectancy.

                                   Option 2 -- Life Income -- An Annuity will be
                                   paid for the life of the Annuitant. If also
                                   chosen, Aetna will guarantee payments for 60,
                                   120, 180, or 240 months.

                                   Option 3 -- Life Income Based upon the Lives
                                   of Two Annuitants -- An Annuity will be paid
                                   during the lives of the Annuitant and a
                                   second Annuitant. Payments will continue
                                   until both Annuitants have died. When this
                                   option is chosen, a choice must be made of:

                                   (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)  Payments for a minimum of 120 months
                                        with 100% of the payment to continue
                                        after the first death; or
                                   (e)  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.

                                   Other Options -- Aetna may make other options
                                   available as allowed by the laws of the state
                                   in which this Contract and the Certificate is
                                   delivered.

                                       28
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%


              Guaranteed     Monthly   Quarterly      Semi-Annual    Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      5           3.00%        17.91      53.59          106.78     $ 211.99
      6           3.00%        15.14      45.30           90.27       179.22
      7           3.00%        13.16      39.39           78.49       155.83
      8           3.00%        11.68      34.96           69.66       138.31
      9           3.00%        10.53      31.52           62.81       124.69
     10           3.00%         9.61      28.77           57.33       113.82
     11           3.00%         8.86      26.52           52.85       104.93
     12           3.00%         8.24      24.65           49.13        97.54
     13           3.00%         7.71      23.08           45.98        91.29
     14           3.00%         7.26      21.73           43.29        85.95
     15           3.00%         6.87      20.56           40.96        81.33
     16           3.00%         6.53      19.54           38.93        77.29
     17           3.00%         6.23      18.64           37.14        73.74
     18           3.00%         5.96      17.84           35.56        70.59
     19           3.00%         5.73      17.13           34.14        67.78
     20           3.00%         5.51      16.50           32.87        65.26
     21           3.00%         5.32      15.92           31.72        62.98
     22           3.00%         5.15      15.40           30.68        60.92
     23           3.00%         4.99      14.92           29.74        59.04
     24           3.00%         4.84      14.49           28.88        57.33
     25           3.00%         4.71      14.09           28.08        55.76
     26           3.00%         4.59      13.73           27.36        54.31
     27           3.00%         4.47      13.39           26.68        52.97
     28           3.00%         4.37      13.08           26.06        51.74
     29           3.00%         4.27      12.79           25.49        50.60
     30           3.00%         4.18      12.52           24.95        49.53

                                       29


<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

               Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
   Adjusted         None           60             120               180            240
   Age of     ------------------------------------------------------------------------------
  Annuitant   Male   Female    Male   Female  Male     Female   Male   Female  Male   Female
- - --------------------------------------------------------------------------------------------
     <S>     <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
     51        4.34    3.97     4.33    3.96    4.30     3.95     4.23   3.92    4.14   3.88
     52        4.43    4.03     4.41    4.03    4.37     4.01     4.30   3.98    4.20   3.93
     53        4.51    4.10     4.50    4.10    4.45     4.08     4.37   4.04    4.26   3.99
     54        4.60    4.18     4.59    4.17    4.54     4.15     4.45   4.11    4.32   4.04

     55        4.70    4.25     4.68    4.25    4.62     4.22     4.53   4.18    4.39   4.11
     56        4.80    4.34     4.78    4.33    4.72     4.30     4.61   4.25    4.45   4.17
     57        4.91    4.42     4.89    4.41    4.82     4.38     4.69   4.32    4.51   4.23
     58        5.03    4.52     5.00    4.51    4.92     4.47     4.78   4.40    4.58   4.30
     59        5.15    4.61     5.12    4.60    5.03     4.56     4.87   4.48    4.65   4.37

     60        5.28    4.72     5.25    4.70    5.14     4.66     4.96   4.57    4.71   4.44
     61        5.43    4.83     5.39    4.81    5.27     4.76     5.06   4.66    4.78   4.51
     62        5.58    4.95     5.53    4.93    5.39     4.87     5.16   4.75    4.84   4.58
     63        5.74    5.08     5.69    5.05    5.53     4.99     5.26   4.85    4.90   4.65
     64        5.91    5.21     5.85    5.18    5.66     5.10     5.36   4.95    4.96   4.72

     65        6.10    5.36     6.03    5.32    5.81     5.22     5.46   5.05    5.02   4.79
     66        6.30    5.51     6.21    5.47    5.96     5.36     5.56   5.16    5.08   4.86
     67        6.51    5.67     6.41    5.63    6.12     5.50     5.66   5.26    5.13   4.93
     68        6.73    5.85     6.62    5.80    6.28     5.65     5.77   5.37    5.18   5.00
     69        6.97    6.04     6.84    5.98    6.44     5.80     5.86   5.49    5.23   5.06

     70        7.23    6.25     7.07    6.18    6.61     5.97     5.96   5.60    5.27   5.12
     71        7.51    6.47     7.32    6.39    6.79     6.14     6.05   5.71    5.31   5.18
     72        7.80    6.71     7.58    6.62    6.96     6.32     6.14   5.83    5.34   5.23
     73        8.12    6.98     7.85    6.86    7.14     6.50     6.23   5.94    5.37   5.28
     74        8.46    7.26     8.14    7.12    7.32     6.69     6.31   6.04    5.40   5.32

     75        8.82    7.57     8.45    7.40    7.50     6.89     6.38   6.14    5.42   5.35
</TABLE>

                Rates are based on mortality from 1983 Table a.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       30
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

               (Annuitant is Male and Second Annuitant is Female)

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
  Adjusted Ages
- - -------------------
             Second
Annuitant   Annuitant    Option 4a    Option 4b      Option 4c      Option 4d      Option 4e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 3.69        $ 4.05         $ 4.27         $ 3.69         $ 4.13  
    55         55          3.88          4.25           4.47           3.87           4.25  
    55         60          3.06          4.47           4.71           4.06           4.36  
                                                                                            
    60         55          3.99          4.44           4.71           3.98           4.55  
    60         60          4.24          4.71           4.99           4.23           4.70  
    60         65          4.49          5.01           5.32           4.48           4.85  
                                                                                            
    65         60          4.38          4.97           5.32           4.38           5.10  
    65         65          4.72          5.33           5.70           4.71           5.32  
    65         70          5.07          5.75           6.17           5.05           5.54  
                                                                                            
    70         65          4.93          5.68           6.15           4.91           5.86  
    70         70          5.40          6.21           6.70           5.36           6.18  
    70         75          5.89          6.82           7.40           5.81           6.49  
                                                                                            
    75         70          5.69          6.68           7.32           5.62           6.92  
    75         75          6.37          7.45           8.15           6.23           7.40  
    75         80          7.07          8.34           9.16           6.78           7.85  
</TABLE>

                Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Male and the Second Annuitant is Female.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       31

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

               (Annuitant is Female and Second Annuitant is Male)

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
  Adjusted Ages
- - --------------------
             Second
Annuitant   Annuitant    Option 4a    Option 4b      Option 4c      Option 4d      Option 4e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 3.75        $ 4.07         $ 4.26         $ 3.75         $ 3.98  
    55         55          3.88          4.25           4.47           3.87           4.06  
    55         60          3.99          4.44           4.71           3.98           4.12  
                                                                                            
    60         55          4.06          4.47           4.71           4.06           4.37  
    60         60          4.24          4.71           4.99           4.23           4.47  
    60         65          4.38          4.97           5.32           4.38           4.54  
                                                                                            
    65         60          4.49          5.01           5.32           4.48           4.89  
    65         65          4.72          5.33           5.70           4.71           5.02  
    65         70          4.93          5.68           6.15           4.91           5.14  
                                                                                            
    70         65          5.07          5.75           6.17           5.05           5.60  
    70         70          5.40          6.21           6.70           5.36           5.79  
    70         75          5.69          6.68           7.32           5.62           5.96  
                                                                                            
    75         70          5.89          6.83           7.40           5.81           6.63  
    75         75          6.37          7.45           8.15           6.23           6.92  
    75         80          6.78          8.11           8.99           6.54           7.15  
</TABLE>

                Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Female and the Second Annuitant is Male.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       32

<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%


              Guaranteed     Monthly   Quarterly      Semi-Annual    Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      5           3.50%        18.12      54.19          107.92       213.99
      6           3.50%        15.35      45.92           91.44       181.32
      7           3.50%        13.38      40.01           79.69       158.01
      8           3.50%        11.90      35.59           70.88       140.56
      9           3.50%        10.75      32.16           64.05       127.00
     10           3.50%         9.83      29.42           58.59       116.18
     11           3.50%         9.09      27.18           54.13       107.34
     12           3.50%         8.46      25.32           50.42        99.98
     13           3.50%         7.94      23.75           47.29        93.78
     14           3.50%         7.49      22.40           44.62        88.47
     15           3.50%         7.10      21.24           42.31        83.89
     16           3.50%         6.76      20.23           40.29        79.89
     17           3.50%         6.47      19.34           38.51        76.37
     18           3.50%         6.20      18.55           36.94        73.25
     19           3.50%         5.97      17.85           35.54        70.47
     20           3.50%         5.75      17.22           34.28        67.98
     21           3.50%         5.56      16.65           33.15        65.74
     22           3.50%         5.39      16.13           32.13        63.70
     23           3.50%         5.24      15.66           31.19        61.85
     24           3.50%         5.09      15.24           30.34        60.17
     25           3.50%         4.96      14.85           29.56        58.62
     26           3.50%         4.84      14.49           28.85        57.20
     27           3.50%         4.73      14.15           28.19        55.90
     28           3.50%         4.63      13.85           27.58        54.69
     29           3.50%         4.53      13.57           27.02        53.57
     30           3.50%         4.45      13.30           26.49        52.53

                                       33
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%


              Guaranteed     Monthly   Quarterly      Semi-Annual    Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      5           5.00%        18.74      56.00          111.33       219.98
      6           5.00%        15.99      47.77           94.96       187.64
      7           5.00%        14.02      41.90           83.30       164.59
      8           5.00%        12.56      37.52           74.58       147.35
      9           5.00%        11.42      34.11           67.81       133.99
     10           5.00%        10.51      31.40           62.42       123.34
     11           5.00%         9.77      29.19           58.03       114.66
     12           5.00%         9.16      27.36           54.38       107.45
     13           5.00%         8.64      25.81           51.31       101.39
     14           5.00%         8.20      24.50           48.69        96.21
     15           5.00%         7.82      23.36           46.44        91.75
     16           5.00%         7.49      22.37           44.47        87.88
     17           5.00%         7.20      21.51           42.75        84.48
     18           5.00%         6.94      20.74           41.23        81.47
     19           5.00%         6.71      20.06           39.88        78.80
     20           5.00%         6.51      19.46           38.68        76.42
     21           5.00%         6.33      18.91           37.59        74.28
     22           5.00%         6.17      18.42           36.62        72.35
     23           5.00%         6.02      17.98           35.73        70.61
     24           5.00%         5.88      17.57           34.93        69.02
     25           5.00%         5.76      17.20           34.20        67.57
     26           5.00%         5.65      16.87           33.53        66.25
     27           5.00%         5.54      16.56           32.92        65.04
     28           5.00%         5.45      16.28           32.35        63.93
     29           5.00%         5.36      16.01           31.83        62.90
     30           5.00%         5.28      15.77           31.35        61.95

                                       34
<PAGE>
                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

      Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

               Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
   Adjusted         None           60             120               180            240
   Age of     --------------------------------------------------------------------------
  Annuitant   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>

                Rates are based on mortality from 1983 Table a.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       35

<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

       Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

               Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
   Adjusted         None           60             120                180            240
   Age of     ------------------------------------------------------------------------------
  Annuitant   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     9.65    8.50    8.50     7.92     7.35   7.14    6.41   6.36
</TABLE>

                Rates are based on mortality from 1983 Table a.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       36

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

               (Annuitant is Male and Second Annuitant is Female)

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
  Adjusted Ages
- - ----------------------------------------------------------------------------------------------
              Second
Annuitant   Annuitant    Option 4a    Option 4b      Option 4c      Option 4d      Option 4e
- - ----------------------------------------------------------------------------------------------
    <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>

                Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Male and the Second Annuitant is Female.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       37

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

               (Annuitant is Female and Second Annuitant is Male)

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%


<TABLE>
<CAPTION>
  Adjusted Ages
- - --------------------
              Second
Annuitant   Annuitant    Option 4a    Option 4b      Option 4c      Option 4d      Option 4e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 4.03        $ 4.36         $ 4.55         $ 4.03         $ 4.41  
    55         55          4.16          4.54           4.76           4.15           4.54  
    55         60          4.27          4.73           5.00           4.26           4.83  
                                                                                            
    60         55          4.34          4.76           5.00           4.34           4.64  
    60         60          4.51          4.99           5.27           4.50           4.98  
    60         65          4.66          5.25           5.61           4.65           5.39  
                                                                                            
    65         60          4.76          5.29           5.60           4.75           5.13  
    65         65          4.99          5.61           5.99           4.98           5.60  
    65         70          5.19          5.97           6.44           5.17           6.14  
                                                                                            
    70         65          5.34          6.03           6.46           5.31           5.81  
    70         70          5.67          6.49           6.99           5.62           6.47  
    70         75          5.95          6.96           7.61           5.87           7.20  
                                                                                            
    75         70          6.16          7.10           7.68           6.07           6.77  
    75         75          6.64          7.73           8.43           6.48           7.68  
    75         80          7.04          8.39           9.29           6.79           8.70  
</TABLE>

                Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Female and the Second Annuitant is Male.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       38

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

               (Annuitant is Male and Second Annuitant is Female)

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
  Adjusted Ages
- - ---------------------
              Second
Annuitant   Annuitant    Option 4a    Option 4b      Option 4c      Option 4d      Option 4e
- - ----------------------------------------------------------------------------------------------
    <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>

                Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Male and the Second Annuitant is Female.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       39
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

             (Annuitant is Female and the Second Annuitant is Male)

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
  Adjusted Ages
- - --------------------
              Second
Annuitant   Annuitant    Option 4a    Option 4b      Option 4c      Option 4d      Option 4e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 4.93        $ 5.27         $ 5.46         $ 4.93         $ 5.19  
    55         55          5.04          5.44           5.66           5.04           5.43  
    55         60          5.15          5.63           5.91           5.14           5.73  
                                                                                            
    60         55          5.21          5.65           5.89           5.21           5.53  
    60         60          5.37          5.87           6.16           5.37           5.86  
    60         65          5.52          6.14           6.51           5.51           6.28  
                                                                                            
    65         60          5.61          6.16           6.49           5.60           6.01  
    65         65          5.83          6.49           6.87           5.82           6.47  
    65         70          6.04          6.84           7.34           6.00           7.03  
                                                                                            
    70         65          6.17          6.90           7.33           6.13           6.67  
    70         70          6.49          7.35           7.87           6.44           7.33  
    70         75          6.77          7.84           8.51           6.68           8.08 
                                                                                            
    75         70          6.97          7.96           8.56           6.87           7.62  
    75         75          7.45          8.60           9.33           7.27           8.55  
    75         80          7.86          9.28          10.20           7.57           9.59  
</TABLE>

                Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Female and the Second Annuitant is Male.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       40
<PAGE>

                                  [Aetna logo]

                    Aetna Life Insurance and Annuity Company
                       Home Office: 151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 (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 logo]               Aetna Life Insurance and Annuity Company
                           Home Office: 151 Farmington Avenue
                           Hartford, Connecticut 06156
                           (800) 531-4547

                           Aetna Life Insurance and Annuity Company, herein 
                           called Aetna, agrees to pay the benefits stated in
                           the 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, riders, or amendments 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 Cancel            You may cancel this Certificate within 10 days of 
                           receiving it by returning this Certificate along 
                           with a written notice to Aetna at the above address
                           or to the agent from whom it was purchased. Within 7
                           days after it receives the notice of cancellation 
                           and this Certificate at its Home Office, Aetna will 
                           return the entire consideration paid. 


/s/ Daniel Kearney                          /s/ Susan M. Schechter
    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 
Interest Rate              held in the AG Account (See Contract Schedule I). 
- - -------------------------------------------------------------------------------
Deductions from            There will be deductions for mortality and expense
the Separate               risks and administrative fees. (See Contract 
Account                    Schedule I and II). 
- - -------------------------------------------------------------------------------
Deduction from             The Purchase Payment is subject to a deduction for 
Purchase                   premium taxes, if any. (See 3.01.)
Payment 
- - -------------------------------------------------------------------------------
Surrender                  There will be a charge deducted upon surrender. 
Fee                        (See Contract Schedule I).


                                        2
<PAGE>
                              Contract Schedule I
                              Accumulation Period

Separate Account
- - -------------------------------------------------------------------------------
Separate Account:          Variable Annuity Account B

Charges to Separate        A daily charge is deducted from any portion of the
Account:                   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% 

Separate Account Funds:    During the Accumulation Period the Funds available 
                           with this Contract are: 

                           Federated American Leaders Fund II
                           Federated Fund for U.S. Government Securities II
                           Federated Growth Strategies Fund II
                           Federated High Income Bond Fund II
                           Federated International Equity Fund II
                           Federated Prime Money Fund II
                           Federated Utility Fund II
                           Federated Equity Income Fund II

ALIAC Guaranteed Account (AG Account)
- - -------------------------------------------------------------------------------
Minimum Guaranteed         3.0%.
Interest Rate (effective
annual rate of return):

                                       3
<PAGE>

                          Contract Schedule I (Cont'd)
                              Accumulation Period

Separate Account and AG Account
- - -------------------------------------------------------------------------------
Minimum Initial Purchase   $5,000
Payment:

Maximum Initial Purchase   $1,000,000
Payment Without Home
Office Approval:

Transfers:                 An unlimited number of Transfers may be made 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.

Minimum Transfer           $500
Amount:

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

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

<TABLE>
<CAPTION>
                                                                      Surrender Fee
                           Length of Time from Deposit of Net       (as percentage of
                           Purchase Payment (Years)                Net Purchase Payment)
                           <S>                                              <C>
                           Less than 1 year                                 7%
                           1 or more but less than 2 years                  6%
                           2 or more but less than 3 years                  5%
                           3 or more but less than 4 years                  4%
                           4 or more but less than 5 years                  3%
                           5 or more but less than 6 years                  2%
                           6 or more but less than 7 years                  1%
                           7 years or more                                  0%
</TABLE>

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


                                       4
<PAGE>

                          Contract Schedule I (Cont'd)
                              Accumulation Period

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

SWO Minimum Initial        $20,000
Current Value:

SWO Minimum Payment        $100
Amount:

See 1. GENERAL DEFINITIONS for explanations.


                                       5
<PAGE>
                              Contract Schedule II
                                 Annuity Period

Separate Account
- - -------------------------------------------------------------------------------
Charges to Separate        A daily charge at an annual effective rate of 1.25%
Account:                   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   If a Variable Annuity is chosen, an assumed annual
Annual Net Return Rate:    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         3.0%
Interest Rate (effective)
annual rate of return):

See 1. GENERAL DEFINITIONS for explanations.

<PAGE>
                               TABLE OF CONTENTS
1. GENERAL DEFINITIONS
- - -------------------------------------------------------------------------------
                                                                           Page
1.01 Account ..............................................................  10
1.02 Accumulation Period...................................................  10
1.03 Adjusted Current Value................................................  10
1.04 ALIAC Guaranteed Account (AG Account).................................  10
1.05 Annuitant.............................................................  10
1.06 Annuity...............................................................  10
1.07 Beneficiary...........................................................  10
1.08 Certificate Holder....................................................  10
1.09 Code..................................................................  10
1.10 Contract..............................................................  10
1.11 Contract Holder.......................................................  10
1.12 Current Value.........................................................  11
1.13 Deposit Period........................................................  11
1.14 Fixed Annuity.........................................................  11
1.15 Fund(s)...............................................................  11
1.16 General Account.......................................................  11
1.17 Guaranteed Rate -- AG Account.........................................  11
1.18 Guaranteed Term.......................................................  11
1.19 Guaranteed Term(s) Groups.............................................  11
1.20 Maintenance Fee.......................................................  12
1.21 Market Value Adjustment (MVA).........................................  12
1.22 Matured Term Value....................................................  12
1.23 Matured Term Value Transfer...........................................  12
1.24 Maturity Date.........................................................  12
1.25 Net Purchase Payment(s)...............................................  12
1.26 Nonunitized Separate Account..........................................  12
1.27 Purchase Payment(s)...................................................  12
1.28 Rebalancing Program...................................................  12
1.29 Reinvestment..........................................................  12

                                       7
<PAGE>
                                                                           Page
1.30 Separate Account......................................................  13
1.31 Surrender Value.......................................................  13
1.32 Transfers.............................................................  13
1.33 Valuation Period (Period).............................................  13
1.34 Variable Annuity......................................................  13

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............................................................  15
2.06 Control of Contract...................................................  15
2.07 Designation of Beneficiary............................................  15
2.08 Misstatements and Adjustments.........................................  15
2.09 Incontestability......................................................  15
2.10 Grace Period..........................................................  15

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- - -------------------------------------------------------------------------------
3.01 Net Purchase Payment..................................................  16
3.02 Certificate Holder's Account..........................................  16
3.03 Fund(s) Record Units -- Separate Account..............................  16
3.04 Net Return Factor(s) -- Separate Account..............................  16
3.05 Fund Record Unit Value -- Separate Account............................  17
3.06 Market Value Adjustment...............................................  17
3.07 Transfer of Current Value from the Funds or ALIAC 
      Guaranteed Account ..................................................  18
3.08 Notice to the Certificate Holder......................................  19
3.09 Loans.................................................................  19
3.10 Systematic Withdrawal Option (SWO)....................................  19
3.11 Death Benefit Amount..................................................  21
3.12 Death Benefit Options Available to Beneficiary........................  22

                                       8

<PAGE>
                                                                           Page
3.13 Liquidation of Surrender Value........................................  23
3.14 Surrender Fee.........................................................  24
3.15 Payment of Surrender Value............................................  24

IV. ANNUITY PROVISIONS
- - -------------------------------------------------------------------------------
4.01 Choices to be Made....................................................  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........................  27
4.06 Annuity Net Return Factor(s) -- Separate Account......................  27
4.07 Annuity Options.......................................................  28


                                       9
<PAGE>
1. GENERAL DEFINITIONS
- - -------------------------------------------------------------------------------
1.01 Account:              A record established for each Certificate Holder to
                           maintain the value of the Net Purchase Payment 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 a Contract to provide future Annuity 
                           payment(s). 

1.03 Adjusted              The Current Value of a Contract plus or minus any 
     Current Value:        aggregate ALIAC Guaranteed Account MVA, if 
                           applicable. (See 1.21) 

1.04 ALIAC Guaranteed      An accumulation option where Aetna guarantees 
     Account               stipulated rate(s) of interest for specified periods
     (AG Account):         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 the 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 
                           payment from the Contract upon the death of the
                           Annuitant, or if the Certificate Holder is different
                           from the Annuitant, upon the death of the Certificate
                           Holder. 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 the 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. Unless we allow otherwise in response to a 
                           written request prior to Contract issue, 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. If the account is owned by a nonnatural 
                           person, the death benefit will be paid at the death
                           of the Annuitant. 

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 a group Contract is issued.


                                       10
<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 ALIAC Guaranteed 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 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 Reinvestments are accepted into the 
                           ALIAC Guaranteed Account for one or more Guaranteed
                           Terms. Aetna reserves the right to extend the 
                           Deposit Period. 

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

1.15 Fund(s):              The open-end management investment companies (mutual
                           funds) in which the Separate Account invests (see 
                           Contract Schedule I for specific fund options). 

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

1.17 Guaranteed Rate --    Aetna will declare the interest rate applicable to a
     AG Account:           specific Guaranteed Term at the start of the Deposit
                           Period for that Guaranteed Term. The rate is 
                           guaranteed by Aetna for that Deposit Period and the 
                           ensuing Guaranteed Term. The Guaranteed Rate is an 
                           annual effective yield. 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. 

1.18 Guaranteed Term:      The period of time for which the AG Account 
                           Guaranteed Rate is guaranteed on Net Purchase 
                           Payments, Transfers and Reinvestments made into a 
                           current Deposit Period for the AG Account. Such
                           period begins on the day following the close of the
                           Deposit Period and ends on the designated Maturity 
                           Date. Guaranteed Terms are offered at Aetna's 
                           discretion for various lengths of time ranging up to
                           and including ten years. 

                           During a Deposit Period, Aetna may make available any
                           number of Guaranteed Terms. The Contract Holder may
                           allocate Net Purchase Payments and Transfers into any
                           or all of the available Guaranteed Terms.

1.19 Guaranteed Term(s)    All AG Account Guaranteed Term(s) with the same 
     Groups:               length of time from the close of the Deposit Period
                           until the designated Maturity Date. 

1.20 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.


                                       11
<PAGE>

1.21 Market Value          An adjustment that may apply to an amount withdrawn
     Adjustment (MVA):     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 or
                           tranferred.

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

1.23 Matured Term Value    During the calendar month following an AG Account
     Transfer:             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. 

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

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

1.26 Nonunitized           A separate account subject to the laws of New York 
     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 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. 

1.27 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. 

1.28 Rebalancing Program:  A program that allows Contract Holders to have 
                           portions of their Current Value automatically 
                           reallocated annually to a specified percentage. 
                           Only the portion of the Current Value held in the 
                           separate account can be rebalanced. Contract Holders
                           may participate in this program by completing the 
                           Rebalancing Section of the enrollment form, or by 
                           requesting the service in writing from the Company's
                           Home Office. Reallocations under the Rebalancing 
                           Program will not be counted for purposes of any 
                           transfer limitations imposed under the contract. 

1.29 Reinvestment:         Aetna will mail a notice to the Contract Holder at 
                           least 18 calendar days and not more than 45 days 
                           before a Guaranteed Term's Maturity Date.


                                       12
<PAGE>

1.29 Reinvestment          This notice will contain the Terms available during
     (Cont'd):             current Deposit Periods with their Guaranteed Rate,
                           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 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 the AG Account under the Contract during
                           the Accumulation Period. 

1.33 Valuation Period      The period of time for which a Fund determines its
     (Period):             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 the 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 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 be
                           applicable only if it is more favorable to the 
                           Contract Holder and/or the Certificate Holder.


                                       13
<PAGE>

2.01 Change of Contract:   Any change that affects any of the following under
     (Cont'd):             the Contract will not apply to Accounts in existence
                           before the effective date of the change:

                           (a) Net Purchase Payment (3.01)
                           (b) AG Account Guaranteed Rate (1.04)
                           (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 Guaranteed Interest Rates (4.01)
                           (i) Transfers (1.32). 

                           This Contract may be changed as deemed necessary by
                           Aetna to comply with federal or state law. Any such
                           change is subject to the prior approval of the New
                           York Insurance Department. 

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. Aetna 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 federal securities
                           laws and are subject to the approval of the
                           Superintendent of the New York Insurance Department
                           and Aetna will notify the Contract Holder of such
                           change.

2.03 Nonparticipating      The Contract Holder, Certificate Holder's 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 will
     Elections:            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 7 calendar days of
                           receipt at its Home Office of a written claim for 
                           payment which is in good order, except as provided
                           in 3.15.

                                       14
<PAGE>

2.05 State Laws:           The Contract and the Certificate's 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:  The Contract is between the Contract Holder and
                           Aetna. The Contract Holder has title to the Contract.
                           Nothing in the group annuity contract invalidates or
                           impairs any right granted to the Certificate Holder.
                           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. Certificate Holder choices made under the
                           contract must be in writing. If the Account is owned
                           jointly, both joint 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 Account may not be attached, alienated, or 
                           subject to the claims of 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 
                           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. 

2.08 Misstatements and     If Aetna finds the age or sex of any Annuitant to
     Adjustments:          be misstated, the amount payable under the Contract 
                           shall be adjusted for the correct age or sex; the 
                           amount of any underpayment or overpayment, with 
                           interest at six per cent per year, shall be credited
                           to, or charged against, the current or next 
                           succeeding payment or payments to be made by Aetna 
                           under the Contract.

2.09 Incontestability:     Aetna cannot cancel the Contract because of any 
                           error of fact on the application. Aetna cannot 
                           cancel an Account because of any error of fact on 
                           the enrollment form. 

2.10 Grace Period:         This Contract will remain in effect even if Purchase
                           Payments are not continued.


                                       15
<PAGE>

3.01 Net Purchase          This amount is the actual Purchase Payment less any
     Payment:              premium tax. Aetna will generally deduct the premium
                           tax when Annuity benefits are elected (see Part IV).
                           If Aetna determines that under applicable state law,
                           it must pay a premium tax when the Purchase Payment
                           is received or at any other time, it will deduct the
                           tax at that time. 

                           The Net Purchase Payment will be credited among: 

                           (a) The current Deposit Period(s) for Guaranteed 
                               Terms under the AG Account; and 
                           (b) The Fund(s) in which the Separate Account 
                               invests.

                           For each Net Purchase Payment, the Certificate 
                           Holder shall tell Aetna the allocation percentage to
                           be applied to the current Deposit Period for each of
                           the available 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. 

                           The minimum acceptable additional Purchase Payment
                           is shown on Contract Schedule I. The maximum 
                           acceptable Purchase Payment without Home Office 
                           approval is also provided on Contract Schedule I. 

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

3.03 Fund(s) Record        The portion of the Net Purchase Payment(s) applied 
     Units -- Separate     to each Fund under the Separate Account will 
     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. 

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 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


                                       16
<PAGE>

3.04 Net Return            (c) Taxes (or reserves for taxes) on the Separate
     Factors(s) --             Account (if any); divided by
     Separate Account:     (d) The total value of the Fund record units and
     (Cont'd)                  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. 

3.05 Fund Record Unit      A Fund record unit value is computed by multiplying 
     Value -- Separate     the net return factors for the current Valuation 
     Account:              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          Except as noted below, there will be an MVA for a
     Adjustment:           withdrawal from the AG Account before the end of a 
                           Guaranteed Term when the withdrawal is due to: 

                           (a) a Transfer; except as specified in 1.24, AG 
                               Account Matured Term Value Transfer; 
                           (b) A full or partial surrender (including a 15%
                               free withdrawal under 3.14), except for a 
                               partial withdrawal under the Systematic 
                               Withdrawal Option (see 3.10); or 
                           (c) An election of Annuity option 2 (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 3 or 4 (see 4.07).


                                       17
<PAGE>

3.06 Market Value          Market value adjusted amounts will be equal to the
     Adjustment (Cont'd):  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. 

                            If U.S. Treasury Notes are no longer available, a
                            suitable replacement index, subject to approval of
                            the Superintendent of the New York Insurance
                            Department, would then be utilized.

                            A detailed description of the MVA has been filed 
                            with the Superintendent of the New York Insurance 
                            Department. 

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

                            (a) To any other Fund; or
                            (b) To any Guaranteed Term of the AG Account 
                                available in the current Deposit Period.


                                       18
<PAGE>

3.07 Transfer of Current    Transfer requests can be submitted as a percentage
     Value from the Funds   or as a dollar amount. The minimum transfer amount
     or AG Account          is shown on Contract Schedule I. Within a 
     (Cont'd):              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 as a Matured Term 
                            Value on or within one calendar month of the Term's
                            Maturity Date do not count against the annual 
                            Transfer limit. 

                            Amounts applied to Guaranteed Terms of the AG 
                            Account may not be transferred to the Funds or to
                            another Guaranteed Term during the Deposit Period 
                            or for 90 days after the close of the Deposit 
                            Period except for a Matured Term Value(s) during 
                            the calendar month following the Term's Maturity 
                            Date. 

                            Transfers from Guaranteed Terms of the AG Account 
                            are subject to the MVA provisions in 3.06. 

3.08 Notice to the          The Certificate Holder will receive quarterly 
     Contract 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. 

3.10 Systematic Withdrawal  The following distribution options may be elected 
     Option (SWO):          by the Certificate Holder or a Beneficiary during 
                            the Accumulation Period. A distribution option
                            under which a portion of the Accounts' Current 
                            Value will automatically be surrendered and 
                            distributed each year. SWO payments will be 
                            calculated on the Accounts' full Current Value. 
                            The distributed amount is withdrawn pro rata from
                            each investment option used under the Account. A 
                            Surrender Fee will not be deducted from any portion
                            of the Current Value which is paid as a distribution
                            under SWO. Certificate Holders should consult their
                            tax advisers prior to requesting this distribution
                            option. Aetna will not be responsible for any
                            adverse tax consequences due to receiving SWO 
                            payments. 

                            (a) Amount of Distribution: The Certificate Holder
                                or a Beneficiary may elect one of the three
                                payment methods described below.


                                       19
<PAGE>

3.10 Systematic Withdrawal  (1) Specified Payment: Payments of a designated
     Option (SWO) (Cont'd):     dollar amount. The annual amount may not be 
                                greater than the percentage of the Account's 
                                Current Value on the date of the SWO election 
                                as shown on Contract Schedule I. This annual 
                                dollar amount will remain constant. The minimum
                                SWO payment amount is shown on Contract 
                                Schedule I. If SWO payments are made more 
                                frequently than annually, the designated 
                                annual amount is divided by the number of 
                                payments due each year; or 

                            (2) Specified Period: Payments made over a 
                                designated period of time of at least 10 years.
                                The annual amount is calculated by dividing the
                                Current Value as of December 31 of the year
                                prior to the payment year by the number of 
                                payment years remaining; or 

                            (3) Specified Percentage: Payments of a designated 
                                percentage which cannot be greater than the 
                                percentage of the Current Value at the time of
                                election as shown on Contract Schedule I. The 
                                percentage may be changed by written request.
                                Aetna reserves the right to limit the number of
                                times the percentage may be changed. The annual
                                amount is calculated by multiplying the Current
                                Value as of December 31 of the year prior to 
                                the payment year by the designated percentage.

                            Payments upon the Contract Holder's death will 
                            continue to the Beneficiary in the manner described
                            in 3.11. 

                            (b) Minimum Initial Current Value: The Minimum
                                Initial Current Value required to begin SWO is
                                shown on Contract Schedule I. If after election
                                of this option the Current Value is 
                                insufficient to make a scheduled SWO payment, 
                                Aetna will distribute the entire balance. 

                            (c) Date of Distribution: The Contract Holder or a
                                Beneficiary shall specify the first payment 
                                date. The earliest allowable first payment date
                                is the date on which the Contract Holder 
                                attains age 59 1/2. The latest allowable SWO 
                                payment date is the month of the Annuitant's 
                                90th birthday. As elected by the Contract 
                                Holder, SWO payments will be made on a monthly,
                                quarterly, semi-annual or annual basis. If SWO 
                                payments are made more frequently than 
                                annually, the designated annual amount is 
                                divided by the number of payments due each 
                                year. Subsequent payments will be made on the 
                                15th of the appropriate months or on such other
                                date as Aetna may designate or allow. 

                            (d) Election and Revocation: SWO may be elected by
                                the Certificate Holder or a Beneficiary if 
                                elected after the Certificate Holders death by 
                                submitting a completed and signed election form
                                to Aetna's Home Office. Once elected, this 
                                option may be revoked by the Certificate Holder
                                or Beneficiary, if elected after the 
                                Certificate Holder's death, by submitting a
                                written request to Aetna at its Home Office. 
                                Any revocation will apply only to amounts not 
                                yet paid. SWO may be elected only once by the 
                                Certificate Holder or by the Beneficiary.


                                       20
<PAGE>

3.11 Death Benefit          If the Certificate Holder or Annuitant dies before
     Amount:                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 less than 85 years of age: 
                                The guaranteed death benefit is the greatest of:

                                (1) The sum of all Net 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. 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. 

                                The excess, if any, of the guaranteed death
                                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 Annuitant age 85 or greater: The 
                                    death benefit is the greatest of: 

                                    (1) The sum of all Net 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 prior to the
                                        Certificate Holder's 85th 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.


                                       21
<PAGE>

3.11 Death Benefit             The excess, if any, of the guaranteed death
     Amount                    benefit value over the Account's Current Value
     (Cont'd):                 is determined as of the date of death. Any
                               excess amount will be deposited in 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. 

                               (c) 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). 

                               (d) At the death of a surviving spouse 
                                   Beneficiary who continued the Account in his
                                   or her own name, the death benefit amount is
                                   equal to the Account's Current Value less 
                                   any applicable Surrender Fee on the amount 
                                   of any Purchase Payment(s) made since the 
                                   death of the Certificate Holder. 

3.12 Death Benefit Options     Prior to any election, or until amounts must be 
     Available to              otherwise distributed under this section, the 
     Beneficiary:              Current Value of the account will be retained in
                               the Account. The Beneficiary has the right under
                               the Contract to allocate or reallocate any 
                               amount to any of the available investment options
                               (subject to an MVA, as applicable). The 
                               following options are available to the 
                               Beneficiary: 

                               (a) When the Certificate Holder is the Annuitant:
                                   If the Certificate Holder/Annuitant dies,
                                   and:

                                   (1) If the Beneficiary is the Certificate 
                                       Holder's surviving spouse, the 
                                       Beneficiary may exercise all rights
                                       under the Contract and continue in the 
                                       Accumulation Period, or may elect (i),
                                       (ii), or (iii) 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 of the Account to
                                            Annuity option 2, 3 or 4 (see 4.07);
                                      (ii)  Apply some or all of the Adjusted
                                            Current Value to Annuity option 1
                                            (see 4.07); or 
                                      (iii) 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 
                                       Certificate Holder's surviving spouse, 
                                       then options (i), (ii), or (iii) under 
                                       (1) above apply. Any portion of the 
                                       Adjusted Current Value of the Account 
                                       not applied to Annuity option 2, 3 or 4
                                       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 Adjusted Current 
                                       Value will be made to the Certificate 
                                       Holder's estate.


                                       22
<PAGE>

3.12 Death Benefit Options     (b) When the Certificate Holder is not the
     Available to                  Annuitant and the Certificate Holder dies,
     Beneficiary                   and:
     (Cont'd):
                                   (1) If the Beneficiary is the Certificate
                                       Holder's surviving spouse, the
                                       Beneficiary may exercise all rights
                                       under the Contract and continue in the 
                                       Accumulation Period, or may elect (i), 
                                       (ii), or (iii) 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 of the Account to 
                                             Annuity option 2, 3 or 4 
                                             (see 4.07); 

                                       (ii)  Apply some or all of the Surrender
                                             Value to Annuity option 1 (see 
                                             4.07); or 

                                       (iii) 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, 
                                       then options (i), (ii), or (iii) under
                                       (1) above apply. Any portion of the 
                                       Adjusted Current Value not applied to
                                       Annuity option 2, 3 or 4 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 
                                       will be made to the Certificate Holder's
                                       estate. 

                               (c) When the Certificate Holder is not the
                                   Annuitant and the Annuitant dies: The 
                                   Beneficiary must elect Annuity option 2, 3
                                   or 4 within 60 days of the date of death or
                                   the gain, if any, will be includible in the
                                   Beneficiary's income in the tax year in 
                                   which the Annuitant dies. 

3.13 Liquidation of            All or any portion of the Account's Current
     Surrender Value:          Value may be surrendered at any time as 
                               requested by the Certificate Holder. Surrender 
                               requests can be submitted as a percentage of the
                               Account's Adjusted 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.

                                       23
<PAGE>

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 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 2, 3 or 4
                                   under this Contract (see 4.07); 

                               (c) As a distribution under the SWO provision 
                                   (see 3.10); 

                               (d) At least 12 months after the date of the
                                   first Purchase Payment to the Account, in an
                                   amount equal to or less than 15% of the 
                                   Current Value. This applies to the first 
                                   surrender request, partial or full, in a 
                                   calendar year. The Current Value is 
                                   calculated as of the date the surrender
                                   request is received in good order at Aetna's
                                   Home Office. This waiver is not available to
                                   the Contract Holder while SWO is in effect;
                                   or 

                               (e) For a full surrender where the Account's 
                                   Current Value is $2,500 or less and no 
                                   surrenders have been taken from the Contract
                                   within the prior 12 months.

3.15 Payment of                Under certain emergency conditions, Aetna may 
     Surrender 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 under the 
                                   Investment Company Act of 1940. 

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

4.01 Choices to be Made:       The Certificate Holder may tell Aetna to apply 
                               any portion of the Adjusted Current Value (minus
                               any premium tax) for an Annuity under option 2, 
                               3, or 4 (see 4.07). The first Annuity payment 
                               may not be earlier than one calendar year after 
                               the initial Purchase Payment nor later than the 
                               first day of the month following the Annuitant's
                               90th birthday. 

                               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).


                                       24

<PAGE>
4.01 Choices to be Made        If a Fixed Annuity is chosen, the Annuity
     (Cont'd):                 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).

4.02 Terms of Annuity          (a) When payments start, the age of the Annuitant
     Options:                      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 under option 2, 3 or 4 is
                                   chosen and a larger payment would result 
                                   from applying the Surrender Value or, if 
                                   greater, 95% of what the surrender would be
                                   if there were no surrender fee, to a current
                                   Aetna single premium immediate Annuity, Aetna
                                   will make the larger payment. 

                               (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 3 and
                                   4 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 2 (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.


                                       25
<PAGE>
4.03 Death of Annuitant/       (a) Certificate Holder is Annuitant: When the
     Beneficiary:                  Certificate Holder is the Annuitant and the
                                   Annuitant dies under option 2 or 3, or both
                                   the Annuitant and the second Annuitant die
                                   under option 4(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 4 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 under options 2, 3 or 4
                                   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 2 or 3, 
                                   or if both the Annuitant and the second 
                                   Annuitant die under option 4(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 4 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 under option 2, 3 or 4, 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 designated under option 1
                                   dies, the amount held plus accrued interest
                                   will be paid in one sum to a successor 
                                   Beneficiary, if any, named by the designated
                                   Beneficiary. If there is no successor 
                                   Beneficiary, the lump sum will be paid to 
                                   the designated Beneficiary's estate. 

                               (e) 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. 

                               (f) 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.


                                       26
<PAGE>
4.04 Fund(s) Annuity Units--   The number of each Fund's Annuity units is based
     Separate Account:         on the amount of the first Variable 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.

                               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 value and
                               Annuity payments may go up or down due to 
                               investment gain or loss. 

4.06 Annuity                   The Annuity net return factor(s) are used to 
     Net Return Factor(s) --   compute Annuity payments for any Fund. 
     Separate Account:
                               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 
                               (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.


                                       27
<PAGE>

4.07 Annuity Options:          Option 1 -- Payments for a Stated Period of Time
                               -- An Annuity will be paid for the number of
                               years chosen. The number of years must be at
                               least 5 and not more than 30.

                               If payments for this option are made under a 
                               Variable Annuity, the present value of any 
                               remaining payments may be withdrawn at any time.
                               If a withdrawal is requested within 3 years 
                               after the start of payments, it will be treated
                               as a surrender and any applicable Surrender Fee
                               will be applied (see 3.14). 

                               If a nonspouse Beneficiary elects this option at
                               the death of the Contract Holder, the period 
                               selected may not extend beyond the Beneficiary's
                               life expectancy. 

                               Option 2 -- Life Income -- An Annuity will be 
                               paid for the life of the Annuitant. If also 
                               chosen, Aetna will guarantee payments for 60, 
                               120, 180, or 240 months. 

                               Option 3 -- Life Income Based upon the Lives of
                               Two Annuitants -- An Annuity will be paid during
                               the lives of the Annuitant and a second 
                               Annuitant. Payments will continue until both 
                               Annuitants have died. When this option is chosen,
                               a choice must be made of: 

                               (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) Payments for a minimum of 120 months with 
                                   100% of the payment to continue after the 
                                   first death; or 
                               (e) 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. 

                               Other Options -- Aetna may make other options 
                               available as allowed by the laws of the state in
                               which the Contract and this Certificate is 
                               delivered.


                                       28
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%


              Guaranteed     Monthly   Quarterly      Semi-Annual    Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      5           3.00%        17.91      53.59          106.78     $ 211.99
      6           3.00%        15.14      45.30           90.27       179.22
      7           3.00%        13.16      39.39           78.49       155.83
      8           3.00%        11.68      34.96           69.66       138.31
      9           3.00%        10.53      31.52           62.81       124.69
     10           3.00%         9.61      28.77           57.33       113.82
     11           3.00%         8.86      26.52           52.85       104.93
     12           3.00%         8.24      24.65           49.13        97.54
     13           3.00%         7.71      23.08           45.98        91.29
     14           3.00%         7.26      21.73           43.29        85.95
     15           3.00%         6.87      20.56           40.96        81.33
     16           3.00%         6.53      19.54           38.93        77.29
     17           3.00%         6.23      18.64           37.14        73.74
     18           3.00%         5.96      17.84           35.56        70.59
     19           3.00%         5.73      17.13           34.14        67.78
     20           3.00%         5.51      16.50           32.87        65.26
     21           3.00%         5.32      15.92           31.72        62.98
     22           3.00%         5.15      15.40           30.68        60.92
     23           3.00%         4.99      14.92           29.74        59.04
     24           3.00%         4.84      14.49           28.88        57.33
     25           3.00%         4.71      14.09           28.08        55.76
     26           3.00%         4.59      13.73           27.36        54.31
     27           3.00%         4.47      13.39           26.68        52.97
     28           3.00%         4.37      13.08           26.06        51.74
     29           3.00%         4.27      12.79           25.49        50.60
     30           3.00%         4.18      12.52           24.95        49.53

                                       29
<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

               Payments Guaranteed for a Stated Period of Months


<TABLE>
<CAPTION>
   Adjusted         None           60             120            180            240
   Age of     --------------------------------------------------------------------------
  Annuitant   Male   Female    Male   Female  Male     Female   Male   Female  Male   Female
- - ----------------------------------------------------------------------------------------
     <S>     <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
     51        4.34    3.97     4.33    3.96    4.30     3.95     4.23   3.92    4.14   3.88
     52        4.43    4.03     4.41    4.03    4.37     4.01     4.30   3.98    4.20   3.93
     53        4.51    4.10     4.50    4.10    4.45     4.08     4.37   4.04    4.26   3.99
     54        4.60    4.18     4.59    4.17    4.54     4.15     4.45   4.11    4.32   4.04

     55        4.70    4.25     4.68    4.25    4.62     4.22     4.53   4.18    4.39   4.11
     56        4.80    4.34     4.78    4.33    4.72     4.30     4.61   4.25    4.45   4.17
     57        4.91    4.42     4.89    4.41    4.82     4.38     4.69   4.32    4.51   4.23
     58        5.03    4.52     5.00    4.51    4.92     4.47     4.78   4.40    4.58   4.30
     59        5.15    4.61     5.12    4.60    5.03     4.56     4.87   4.48    4.65   4.37

     60        5.28    4.72     5.25    4.70    5.14     4.66     4.96   4.57    4.71   4.44
     61        5.43    4.83     5.39    4.81    5.27     4.76     5.06   4.66    4.78   4.51
     62        5.58    4.95     5.53    4.93    5.39     4.87     5.16   4.75    4.84   4.58
     63        5.74    5.08     5.69    5.05    5.53     4.99     5.26   4.85    4.90   4.65
     64        5.91    5.21     5.85    5.18    5.66     5.10     5.36   4.95    4.96   4.72

     65        6.10    5.36     6.03    5.32    5.81     5.22     5.46   5.05    5.02   4.79
     66        6.30    5.51     6.21    5.47    5.96     5.36     5.56   5.16    5.08   4.86
     67        6.51    5.67     6.41    5.63    6.12     5.50     5.66   5.26    5.13   4.93
     68        6.73    5.85     6.62    5.80    6.28     5.65     5.77   5.37    5.18   5.00
     69        6.97    6.04     6.84    5.98    6.44     5.80     5.86   5.49    5.23   5.06

     70        7.23    6.25     7.07    6.18    6.61     5.97     5.96   5.60    5.27   5.12
     71        7.51    6.47     7.32    6.39    6.79     6.14     6.05   5.71    5.31   5.18
     72        7.80    6.71     7.58    6.62    6.96     6.32     6.14   5.83    5.34   5.23
     73        8.12    6.98     7.85    6.86    7.14     6.50     6.23   5.94    5.37   5.28
     74        8.46    7.26     8.14    7.12    7.32     6.69     6.31   6.04    5.40   5.32

     75        8.82    7.57     8.45    7.40    7.50     6.89     6.38   6.14    5.42   5.35
</TABLE>

                Rates are based on mortality from 1983 Table a.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       30
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

               (Annuitant is Male and Second Annuitant is Female)

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
  Adjusted Ages
             Second
Annuitant   Annuitant    Option 4a    Option 4b      Option 4c      Option 4d      Option 4e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 3.69        $ 4.05         $ 4.27         $ 3.69         $ 4.13  
    55         55          3.88          4.25           4.47           3.87           4.25  
    55         60          3.06          4.47           4.71           4.06           4.36  
                                                                                            
    60         55          3.99          4.44           4.71           3.98           4.55  
    60         60          4.24          4.71           4.99           4.23           4.70  
    60         65          4.49          5.01           5.32           4.48           4.85  
                                                                                            
    65         60          4.38          4.97           5.32           4.38           5.10  
    65         65          4.72          5.33           5.70           4.71           5.32  
    65         70          5.07          5.75           6.17           5.05           5.54  
                                                                                            
    70         65          4.93          5.68           6.15           4.91           5.86  
    70         70          5.40          6.21           6.70           5.36           6.18  
    70         75          5.89          6.82           7.40           5.81           6.49  
                                                                                            
    75         70          5.69          6.68           7.32           5.62           6.92  
    75         75          6.37          7.45           8.15           6.23           7.40  
    75         80          7.07          8.34           9.16           6.78           7.85  
</TABLE>

                Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Male and the Second Annuitant is Female.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       31

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

               (Annuitant is Female and Second Annuitant is Male)

        Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
  Adjusted Ages
             Second
Annuitant   Annuitant    Option 4a    Option 4b      Option 4c      Option 4d      Option 4e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 3.75        $ 4.07         $ 4.26         $ 3.75         $ 3.98  
    55         55          3.88          4.25           4.47           3.87           4.06  
    55         60          3.99          4.44           4.71           3.98           4.12  
                                                                                            
    60         55          4.06          4.47           4.71           4.06           4.37  
    60         60          4.24          4.71           4.99           4.23           4.47  
    60         65          4.38          4.97           5.32           4.38           4.54  
                                                                                            
    65         60          4.49          5.01           5.32           4.48           4.89  
    65         65          4.72          5.33           5.70           4.71           5.02  
    65         70          4.93          5.68           6.15           4.91           5.14  
                                                                                            
    70         65          5.07          5.75           6.17           5.05           5.60  
    70         70          5.40          6.21           6.70           5.36           5.79  
    70         75          5.69          6.68           7.32           5.62           5.96  
                                                                                            
    75         70          5.89          6.83           7.40           5.81           6.63  
    75         75          6.37          7.45           8.15           6.23           6.92  
    75         80          6.78          8.11           8.99           6.54           7.15  
</TABLE>

                Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Female and the Second Annuitant is Male.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       32

<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%


              Guaranteed     Monthly   Quarterly      Semi-Annual    Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      5           3.50%        18.12      54.19          107.92       213.99
      6           3.50%        15.35      45.92           91.44       181.32
      7           3.50%        13.38      40.01           79.69       158.01
      8           3.50%        11.90      35.59           70.88       140.56
      9           3.50%        10.75      32.16           64.05       127.00
     10           3.50%         9.83      29.42           58.59       116.18
     11           3.50%         9.09      27.18           54.13       107.34
     12           3.50%         8.46      25.32           50.42        99.98
     13           3.50%         7.94      23.75           47.29        93.78
     14           3.50%         7.49      22.40           44.62        88.47
     15           3.50%         7.10      21.24           42.31        83.89
     16           3.50%         6.76      20.23           40.29        79.89
     17           3.50%         6.47      19.34           38.51        76.37
     18           3.50%         6.20      18.55           36.94        73.25
     19           3.50%         5.97      17.85           35.54        70.47
     20           3.50%         5.75      17.22           34.28        67.98
     21           3.50%         5.56      16.65           33.15        65.74
     22           3.50%         5.39      16.13           32.13        63.70
     23           3.50%         5.24      15.66           31.19        61.85
     24           3.50%         5.09      15.24           30.34        60.17
     25           3.50%         4.96      14.85           29.56        58.62
     26           3.50%         4.84      14.49           28.85        57.20
     27           3.50%         4.73      14.15           28.19        55.90
     28           3.50%         4.63      13.85           27.58        54.69
     29           3.50%         4.53      13.57           27.02        53.57
     30           3.50%         4.45      13.30           26.49        52.53

                                       33
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%


              Guaranteed     Monthly   Quarterly      Semi-Annual    Annual
     Years        Rate       Payment    Payment         Payment      Payment
- - --------------------------------------------------------------------------------
      5           5.00%        18.74      56.00          111.33       219.98
      6           5.00%        15.99      47.77           94.96       187.64
      7           5.00%        14.02      41.90           83.30       164.59
      8           5.00%        12.56      37.52           74.58       147.35
      9           5.00%        11.42      34.11           67.81       133.99
     10           5.00%        10.51      31.40           62.42       123.34
     11           5.00%         9.77      29.19           58.03       114.66
     12           5.00%         9.16      27.36           54.38       107.45
     13           5.00%         8.64      25.81           51.31       101.39
     14           5.00%         8.20      24.50           48.69        96.21
     15           5.00%         7.82      23.36           46.44        91.75
     16           5.00%         7.49      22.37           44.47        87.88
     17           5.00%         7.20      21.51           42.75        84.48
     18           5.00%         6.94      20.74           41.23        81.47
     19           5.00%         6.71      20.06           39.88        78.80
     20           5.00%         6.51      19.46           38.68        76.42
     21           5.00%         6.33      18.91           37.59        74.28
     22           5.00%         6.17      18.42           36.62        72.35
     23           5.00%         6.02      17.98           35.73        70.61
     24           5.00%         5.88      17.57           34.93        69.02
     25           5.00%         5.76      17.20           34.20        67.57
     26           5.00%         5.65      16.87           33.53        66.25
     27           5.00%         5.54      16.56           32.92        65.04
     28           5.00%         5.45      16.28           32.35        63.93
     29           5.00%         5.36      16.01           31.83        62.90
     30           5.00%         5.28      15.77           31.35        61.95

                                       34
<PAGE>
                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

       Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

               Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
   Adjusted         None           60             120            180            240
   Age of     --------------------------------------------------------------------------
  Annuitant   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>

                Rates are based on mortality from 1983 Table a.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       35

<PAGE>

                                    OPTION 2

                                  Life Income

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

       Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

               Payments Guaranteed for a Stated Period of Months


<TABLE>
<CAPTION>
   Adjusted         None           60             120            180            240
   Age of     --------------------------------------------------------------------------
  Annuitant   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     9.65    8.50    8.50     7.92     7.35   7.14    6.41   6.36
</TABLE>

                Rates are based on mortality from 1983 Table a.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       36

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

               (Annuitant is Male and Second Annuitant is Female)

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
  Adjusted Ages
- - ----------------------------------------------------------------------------------------------
              Second
Annuitant   Annuitant    Option 4a    Option 4b      Option 4c      Option 4d      Option 4e
- - ----------------------------------------------------------------------------------------------
    <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>

                Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Male and the Second Annuitant is Female.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       37

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

               (Annuitant is Female and Second Annuitant is Male)

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%


<TABLE>
<CAPTION>
  Adjusted Ages
              Second
Annuitant   Annuitant    Option 4a    Option 4b      Option 4c      Option 4d      Option 4e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 4.03        $ 4.36         $ 4.55         $ 4.03         $ 4.41  
    55         55          4.16          4.54           4.76           4.15           4.54  
    55         60          4.27          4.73           5.00           4.26           4.83  
                                                                                            
    60         55          4.34          4.76           5.00           4.34           4.64  
    60         60          4.51          4.99           5.27           4.50           4.98  
    60         65          4.66          5.25           5.61           4.65           5.39  
                                                                                            
    65         60          4.76          5.29           5.60           4.75           5.13  
    65         65          4.99          5.61           5.99           4.98           5.60  
    65         70          5.19          5.97           6.44           5.17           6.14  
                                                                                            
    70         65          5.34          6.03           6.46           5.31           5.81  
    70         70          5.67          6.49           6.99           5.62           6.47  
    70         75          5.95          6.96           7.61           5.87           7.20  
                                                                                            
    75         70          6.16          7.10           7.68           6.07           6.77  
    75         75          6.64          7.73           8.43           6.48           7.68  
    75         80          7.04          8.39           9.29           6.79           8.70  
</TABLE>

                Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Female and the Second Annuitant is Male.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       38

<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

               (Annuitant is Male and Second Annuitant is Female)

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
  Adjusted Ages
              Second
Annuitant   Annuitant    Option 4a    Option 4b      Option 4c      Option 4d      Option 4e
- - ----------------------------------------------------------------------------------------------
    <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>

                Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Male and the Second Annuitant is Female.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       39
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                Amount of First Monthly Payment for Each $1,000
                After Deduction of any Charge for Premium Taxes

             (Annuitant is Female and the Second Annuitant is Male)

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
  Adjusted Ages
              Second
Annuitant   Annuitant    Option 4a    Option 4b      Option 4c      Option 4d      Option 4e
- - ----------------------------------------------------------------------------------------------
    <S>        <C>       <C>           <C>            <C>            <C>            <C>
    55         50        $ 4.93        $ 5.27         $ 5.46         $ 4.93         $ 5.19  
    55         55          5.04          5.44           5.66           5.04           5.43  
    55         60          5.15          5.63           5.91           5.14           5.73  
                                                                                            
    60         55          5.21          5.65           5.89           5.21           5.53  
    60         60          5.37          5.87           6.16           5.37           5.86  
    60         65          5.52          6.14           6.51           5.51           6.28  
                                                                                            
    65         60          5.61          6.16           6.49           5.60           6.01  
    65         65          5.83          6.49           6.87           5.82           6.47  
    65         70          6.04          6.84           7.34           6.00           7.03  
                                                                                            
    70         65          6.17          6.90           7.33           6.13           6.67  
    70         70          6.49          7.35           7.87           6.44           7.33  
    70         75          6.77          7.84           8.51           6.68           8.08 
                                                                                            
    75         70          6.97          7.96           8.56           6.87           7.62  
    75         75          7.45          8.60           9.33           7.27           8.55  
    75         80          7.86          9.28          10.20           7.57           9.59  
</TABLE>

                Rates are based on mortality from 1983 Table a.
   The rates assume the Annuitant is Female and the Second Annuitant is Male.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                       40
<PAGE>

                                  [Aetna logo]
                    Aetna Life Insurance and Annuity Company
                       Home Office: 151 Farmington Avenue
                          Hartford, Connecticut 06156
                                 (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.


                                                                          MP1IRA

                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract and Certificate are endorsed to meet the qualification requirements
for an Individual Retirement Annuity under Internal Revenue Code ("Code")
Section 408(b). The following provisions apply and, in the case of a conflict
with any provision in the Contract, this Endorsement controls.

Certificate Holder. The Certificate Holder and the Annuitant must be the same
person. Joint Certificate Holders are not permitted.

Nontransferable/Nonforfeitable. The Contract is nontransferable. The Certificate
Holder may not sell, assign, transfer, pledge or use as collateral for a loan or
as security for the performance of an obligation or for any other purpose, his
or her interest in the Contract to any person other than the issuer of the
Contract or to a spouse incident to a divorce under the provisions of Code
Section 408(d)(6). The Certificate Holder's entire interest in the Contract is
nonforfeitable.

Exclusive Benefit. The Account is established for the exclusive benefit of the
Certificate Holder or his or her Beneficiary(ies).

Contributions. All contributions must be in cash. Except in the case of a
rollover contribution as permitted by Code Section 402(c), 403(a)(4), 403(b)(8),
or 408(d)(3) or a contribution made in accordance with the terms of a Simplified
Employee Pension (SEP) as described in Code Section 408(k), the total
contributions shall not exceed $2,000 for any taxable year.

Distributions. All distributions will be made in accordance with the
requirements of Code Section 401(a)(9). Any periodic payments will be paid only
to the Certificate Holder.

Required Beginning Date. No later than the April 1 following the calendar year
in which the Certificate Holder attains age 70 1/2, the Certificate Holder may
elect to receive the entire interest in a lump sum, or may elect to begin
periodic payments under a systematic distribution option which must be
distributed over:

(a)  The life of the Certificate Holder, or the lives of the Certificate Holder
     and his or her designated Beneficiary, or

(b)  A period certain not extending beyond the life expectancy of the
     Certificate Holder or the joint and last survivor expectancy of the
     Certificate Holder and his or her designated Beneficiary.

Periodic payments must be made at intervals of no longer than one year. In
addition, payments made as an annuity must be either nonincreasing or they may
increase only as provided in Section 1.401(a)(9)-1 of the Proposed Income Tax
Regulations.

Life expectancy is computed by use of the expected return multiples in Tables V
and VI of Section 1.72-9 of the Income Tax Regulations. Life expectancy for
distributions under an Annuity option may not be recalculated.

Payment of Death Benefit. Section 3.12 is deleted in its entirety. The death
benefit amount is determined in accordance with the provisions of Sections 3.11
and 3.06. At the death of the Certificate Holder:

(a)  If the Certificate Holder dies on or after the date distribution of his or
     her interest has begun, the remaining portion of such interest, if any,
     will continue to be distributed at least as rapidly as under the method of
     distribution being used prior to the Certificate Holder's death.

(b)  If the Certificate Holder dies before distribution of his or her interest
     begins, the death benefit payable to the Beneficiary will be distributed no
     later than December 31 of the calendar year which contains the fifth
     anniversary of the date of the Certificate Holder's death, except to the
     extent that an election is made to receive a distribution in accordance
     with (i) or (ii) below.

<PAGE>

     (i) Distributions to the Beneficiary may be made in installments over the
         life of the Beneficiary or over a period not extending beyond the life
         expectancy of the Beneficiary, commencing no later than December 31 of
         the calendar year immediately following the calendar year in which the
         Certificate Holder died.

     (ii)If the Beneficiary is the Certificate Holder's surviving spouse, and
         distributions are to be made in accordance with (i) above,
         distributions must begin on or before the later of December 31 of the
         calendar year immediately following the calendar year in which the
         Certificate Holder died or December 31 of the calendar year in which
         the Certificate Holder would have attained age 70 1/2.

If the Certificate Holder dies before Annuity payments begin, a spousal
Beneficiary may elect an Annuity option, a systematic distribution option, a
lump sum payment or to treat the Account as his or her own IRA. The election to
treat the Account as his or her own IRA will be deemed to have been made if such
surviving spouse makes a rollover to or from such Account, or fails to elect to
receive a distribution in accordance with (b) above.

Life expectancy is computed by use of the expected return multiples in Tables V
and VI of Section 1.72-9 of the Income Tax Regulations. Life expectancies for
distributions under an Annuity option may not be recalculated.

Distributions under this section are considered to have begun if distributions
are made on account of the Certificate Holder reaching the required beginning
date or if prior to the required beginning date distributions irrevocably
commence over a period permitted and in an Annuity option acceptable under
Section 1.401(a)(9) of the Proposed Income Tax Regulations.

Annual Reports. Aetna will furnish annual calendar year reports concerning the
status of the Certificate Holder's Account.

Termination of Account. Upon 90 days written notice to the Certificate Holder,
Aetna may terminate the Certificate Holder's Account if no Purchase Payments
have been received for two full consecutive Certificate years and the paid-up
Annuity benefit at maturity would be less than $20 per month.

Right to Cancel. The Certificate Holder may cancel the Certificate within 10
days of receiving it by returning it to Aetna at the address above or to the
person from whom is was purchased. Within seven days from the cancellation
request, Aetna will return all the Certificate Holder's Purchase Payments.

Endorsed and made a part of the Contract and Certificate as of the Effective
Date or when the endorsement is approved, whichever is later.


                                        /s/Dan Kearney
                                        President
                                        Aetna Life Insurance and Annuity Company

<PAGE>


                                                                        I-MP1IRA

                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract is endorsed to meet the qualification requirements for an
Individual Retirement Annuity under Internal Revenue Code ("Code") Section
408(b). The following provisions apply and, in the case of a conflict with any
provision in the Contract, this Endorsement controls.

Contract Holder. The Contract Holder and the Annuitant must be the same person.
Joint Contract Holders are not permitted.

Nontransferable/Nonforfeitable. The Contract is nontransferable. The Contract
Holder may not sell, assign, transfer, pledge or use as collateral for a loan or
as security for the performance of an obligation or for any other purpose, his
or her interest in the Contract to any person other than the issuer of the
Contract or to a spouse incident to a divorce under the provisions of Code
Section 408(d)(6). The Contract Holder's entire interest in the Contract is
nonforfeitable.

Exclusive Benefit. The Contract is established for the exclusive benefit of the
Contract Holder or his or her Beneficiary(ies).

Contributions. All contributions must be in cash. Except in the case of a
rollover contribution as permitted by Code Section 402(c), 403(a)(4), 403(b)(8),
or 408(d)(3) or a contribution made in accordance with the terms of a Simplified
Employee Pension (SEP) as described in Code Section 408(k), the total
contributions shall not exceed $2,000 for any taxable year.

Distributions. All distributions will be made in accordance with the
requirements of Code Section 401(a)(9). Any periodic payments will be paid only
to the Contract Holder.

Required Beginning Date. No later than the April 1 following the calendar year
in which the Contract Holder attains age 70 1/2, the Contract Holder may elect
to receive the entire interest in a lump sum, or may elect to begin periodic
payments under a systematic distribution option which must be distributed over:

(a)  The life of the Contract Holder, or the lives of the Contract Holder and
     his or her designated Beneficiary, or

(b)  A period certain not extending beyond the life expectancy of the Contract
     Holder or the joint and last survivor expectancy of the Contract Holder and
     his or her designated Beneficiary.

Periodic payments must be made at intervals of no longer than one year. In
addition, payments made as an annuity must be either nonincreasing or they may
increase only as provided in Section 1.401(a)(9)-1 of the Proposed Income Tax
Regulations.

Life expectancy is computed by use of the expected return multiples in Tables V
and VI of Section 1.72-9 of the Income Tax Regulations. Life expectancy for
distributions under an Annuity option may not be recalculated.

Payment of Death Benefit. Section 3.12 is deleted in its entirety. The death
benefit amount is determined in accordance with the provisions of Sections 3.11
and 3.06. At the death of the Contract Holder:

(a)  If the Contract Holder dies on or after the date distribution of his or her
     interest has begun, the remaining portion of such interest, if any, will
     continue to be distributed at least as rapidly as under the method of
     distribution being used prior to the Contract Holder's death.

(b)  If the Contract Holder dies before distribution of his or her interest
     begins, the death benefit payable to the Beneficiary will be distributed no
     later than December 31 of the calendar year which contains the fifth
     anniversary of the date of the Contract Holder's death, except to the
     extent that an election is made to receive a distribution in accordance
     with (i) or (ii) below.

     (i) Distributions to the Beneficiary may be made in installments over the
         life of the Beneficiary or over 


<PAGE>


         a period not extending beyond the life expectancy of the Beneficiary,
         commencing no later than December 31 of the calendar year immediately
         following the calendar year in which the Contract Holder died.

     (ii)If the Beneficiary is the Contract Holder's surviving spouse, and
         distributions are to be made in accordance with (i) above,
         distributions must begin on or before the later of December 31 of the
         calendar year immediately following the calendar year in which the
         Contract Holder died or December 31 of the calendar year in which the
         Contract Holder would have attained age 70 1/2.

If the Contract Holder dies before Annuity payments begin, a spousal Beneficiary
may elect an Annuity option, a systematic distribution option, a lump sum
payment or to treat the Contract as his or her own IRA. The election to treat
the Contract as his or her own IRA will be deemed to have been made if such
surviving spouse makes a rollover to or from such Contract, or fails to elect to
receive a distribution in accordance with (b) above.

Life expectancy is computed by use of the expected return multiples in Tables V
and VI of Section 1.72-9 of the Income Tax Regulations. Life expectancies for
distributions under an Annuity option may not be recalculated.

Distributions under this section are considered to have begun if distributions
are made on account of the Contract Holder reaching the required beginning date
or if prior to the required beginning date distributions irrevocably commence
over a period permitted and in an Annuity option acceptable under Section
1.401(a)(9) of the Proposed Income Tax Regulations.

Annual Reports. Aetna will furnish annual calendar year reports concerning the
0status of the Contract.

Termination of Contract. Upon 90 days written notice to the Contract Holder,
Aetna may terminate the Contract if no Purchase Payments have been received for
two full consecutive Contract years and the paid-up Annuity benefit at maturity
would be less than $20 per month.

Right to Cancel. The Contract Holder may cancel the Contract within 10 days of
receiving it by returning it to Aetna at the address above or to the person from
whom is was purchased. Within seven days from the cancellation request, Aetna
will return all the Contract Holder's Purchase Payments.

Endorsed and made a part of the Contract as of the Effective Date or when the
endorsement is approved, whichever is later.



                                        /s/Dan Kearney
                                        President
                                        Aetna Life Insurance and Annuity Company





                                                                           MP1QP

                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract and Certificate are endorsed to permit the Contract to be used to
fund a pension or profit sharing plan qualified under Section 401(a) of the
Internal Revenue Code ("Code") and, if applicable, the Employee Retirement
Income Security Act (ERISA). The following provisions apply and, in the case of
a conflict with any provision in the Contract, this Endorsement controls.

Nontransferable. The Contract is nontransferable in accordance with Code Section
401(g). The Contract or any Account may not be sold, assigned, transferred or
pledged as collateral for a loan or as security for the performance of an
obligation or for any other purpose, except pursuant to a qualified domestic
relations order as described in Code Section 414(p). This restriction shall not
apply to the trustee of any trust described in Code Section 401(a), which is
exempt from tax under Section 501(a).

Certificate Holder. The Certificate Holder must be the employer sponsoring the
plan or, if the plan has a trust, the trustee of such trust.

Participant. The Participant is the participant under the Code Section 401(a)
plan on whose behalf the Account is maintained.

Annuitant.  The Annuitant is the Participant.

Beneficiary.  The Beneficiary is the Certificate Holder.

Death Benefit Options. Section 3.12 is deleted in its entirety. At the death of
the Annuitant, Aetna will pay the death benefit amount, determined under
Sections 3.11 and 3.06, as directed by the Certificate Holder. The Certificate
Holder is responsible for complying with the minimum distribution requirements
of Code Section 401(a)(9). The Certificate Holder may elect a lump sum payment,
or periodic payments under a systematic distribution option or any of the
Annuity options provided the election satisfies the Code minimum distribution
rules. If the Account is subject to ERISA and the Certificate Holder directs
payment to a non-spouse plan beneficiary, the Certificate Holder must certify to
Aetna that the distribution complies with the waiver and spousal consent
requirements of Code Section 417. In the absence of such certification, payment
will be made to the Certificate Holder.

Distributions. The Certificate Holder may elect a lump sum payment, or periodic
payments under a systematic distribution option or any of the Annuity options
provided the election satisfies the Code minimum distribution rules. Any
periodic payments will be paid only to the Certificate Holder, or to the
Participant at the direction of the Certificate Holder. The Certificate Holder
is responsible for complying with the minimum distribution requirements of Code
Section 401(a)(9).



<PAGE>


If the Account is subject to ERISA and a distribution is made to a married
Participant in a form other than a "Qualified Joint and Survivor Annuity," the
Certificate Holder must certify to Aetna that the distribution complies with the
waiver and spousal consent requirements of Code Section 417. In the absence of
such certification, payment will be made to the Certificate Holder. A "Qualified
Joint and Survivor Annuity" is an annuity payable for the joint lives of the
Participant and spouse with at least 50% of the payment to continue to the
surviving spouse after the Participant's death.

Annuity Purchase Rates. Gender-based annuity purchase rates do not apply to this
Contract and Certificate. The tables provided in Addendum B apply.

Endorsed and made a part of the Contract and the Certificate as of the Effective
Date or when the endorsement is approved, whichever is later.


                                        /s/Dan Kearney
                                        President
                                        Aetna Life Insurance and Annuity Company

<PAGE>


                                                                         I-MP1QP

                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract is endorsed to permit its use to fund a pension or profit sharing
plan qualified under Section 401(a) of the Internal Revenue Code ("Code") and,
if applicable, the Employee Retirement Income Security Act (ERISA). The
following provisions apply and, in the case of a conflict with any provision in
the Contract, this Endorsement controls.

Nontransferable. The Contract is nontransferable in accordance with Code Section
401(g). The Contract may not be sold, assigned, transferred or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose, except pursuant to a qualified domestic relations order as
described in Code Section 414(p). This restriction shall not apply to the
trustee of any trust described in Code Section 401(a), which is exempt from tax
under Section 501(a).

Contract Holder. The Contract Holder must be the employer sponsoring the plan
or, if the plan has a trust, the trustee of such trust.

Participant. The Participant is the participant under the Code Section 401(a)
plan on whose behalf the Contract is maintained.

Annuitant.  The Annuitant is the Participant.

Beneficiary.  The Beneficiary is the Contract Holder.

Death Benefit Options. Section 3.12 is deleted in its entirety. At the death of
the Annuitant, Aetna will pay the death benefit amount, determined under
Sections 3.11 and 3.06, as directed by the Contract Holder. The Contract Holder
is responsible for complying with the minimum distribution requirements of Code
Section 401(a)(9). The Contract Holder may elect a lump sum payment, or periodic
payments under a systematic distribution option or any of the Annuity options
provided the election satisfies the Code minimum distribution rules. If the
Contract is subject to ERISA and the Contract Holder directs payment to a
non-spouse plan beneficiary, the Contract Holder must certify to Aetna that the
distribution complies with the waiver and spousal consent requirements of Code
Section 417. In the absence of such certification, payment will be made to the
Contract Holder.

Distributions. The Contract Holder may elect a lump sum payment, or periodic
payments under a systematic distribution option or any of the Annuity options
provided the election satisfies the Code minimum distribution rules. Any
periodic payments will be paid only to the Contract Holder, or to the
Participant at the direction of the Contract Holder. The Contract Holder is
responsible for complying with the minimum distribution requirements of Code
Section 401(a)(9).



<PAGE>


If the Contract is subject to ERISA and a distribution is made to a married
Participant in a form other than a "Qualified Joint and Survivor Annuity," the
Contract Holder must certify to Aetna that the distribution complies with the
waiver and spousal consent requirements of Code Section 417. In the absence of
such certification, payment will be made to the Contract Holder. A "Qualified
Joint and Survivor Annuity" is an annuity payable for the joint lives of the
Participant and spouse with at least 50% of the payment to continue to the
surviving spouse after the Participant's death.

Annuity Purchase Rates. Gender-based annuity purchase rates do not apply to this
Contract. The tables provided in Addendum B apply.

Endorsed and made a part of the Contract as of the Effective Date or when the
endorsement is approved, whichever is later.



                                       /s/Dan Kearney
                                       President
                                       Aetna Life Insurance and Annuity Company


                                                                          MP1TDA

                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract and Certificate are endorsed in order to meet the qualification
requirements of Section 403(b) of the Internal Revenue Code ("Code") and, if
applicable, the Employee Retirement Income Security Act (ERISA). The following
provisions apply and, in the case of a conflict with any provision in the
Contract, this Endorsement controls.

Nontransferable. The Contract is nontransferable in accordance with Code Section
401(g). The Contract or any Account may not be sold, assigned, transferred or
pledged as collateral for a loan or as security for the performance of an
obligation or for any other purpose, except pursuant to a qualified domestic
relations order as described in Code Section 414(p).

Certificate Holder. The Certificate Holder must be either (1) the employer who
sponsors a Code Section 403(b) Tax Deferred Annuity program or, (2) if the
Purchase Payments are derived solely from a rollover or transfer amount, the
Participant under a Code Section 403(b) Tax Deferred Annuity program.

Participant. The Participant is the participant under the Code Section 403(b)
Tax Deferred Annuity program on whose behalf the Account is maintained.

Annuitant.  The Annuitant is the Participant.

Beneficiary. The Participant shall name a Beneficiary. If the 403(b) program is
subject to ERISA and the Participant is married, the spouse must be named as
Beneficiary of 50% of the Account value. However, if the Participant has
attained age 35, an alternate Beneficiary may be named for this portion of the
Account provided the Certificate Holder furnishes to Aetna a waiver and spousal
consent satisfying the requirements of ERISA Section 205. Any Beneficiary may be
named for the balance of the Account without the consent of the spouse.

Contributions. The Contract will accept on-going contributions and amounts
rolled over or transferred from (1) another contract qualified under Code
Section 403(b), or (2) from an Individual Retirement Account or Annuity
qualified under Code Sections 408(a) or 408(b) that contains only amounts
previously rolled over from a 403(b) Tax Deferred Annuity.

Limitations on Contributions. Except in the case of a rollover or transfer
contribution, the Purchase Payments made to the Account in any calendar year
cannot exceed the lesser of (1) the maximum exclusion allowance determined under
Code Section 403(b)(2), or (2) the annual additions limitation of Code Section
415(c)(1). In addition, in no event may annual Purchase Payment(s) attributable
to elective deferrals, as defined in Code Section 402(g), exceed $9,500, or such
larger amount as adjusted by the Secretary of the Treasury, unless the alternate
limitation of Code Section 402(g)(8) applies. The Certificate Holder is
responsible for ensuring that the contributions do not exceed the prescribed
limits.



<PAGE>


Withdrawal Restrictions. In accordance with Code Section 403(b)(11), withdrawals
attributable to Purchase Payments made pursuant to a salary reduction agreement
may be made only after the Participant attains age 59 1/2, separates from
service, dies, becomes totally and permanently disabled (as defined in Code
Section 72(m)(7)) or in the case of hardship (as defined in Treasury
Regulations). In the case of hardship, only Purchase Payments, and not the
earnings, may be withdrawn. These restrictions do not apply to amounts held in a
403(b) Tax Deferred Annuity program as of December 31, 1988. The Contract will
not accept transfers from a Code Section 403(b)(7) custodial account.

Distributions. All distributions from the Account must satisfy the minimum
distribution rules set forth in Code Section 401(a)(9). Any periodic payments
will be paid only to the Certificate Holder or, if the Certificate Holder is the
employer, payments will be made to the Participant at the direction of the
Certificate Holder.

Required Beginning Date. Distributions must generally begin no later than April
1 following the year the Participant attains age 70 1/2. However, if the 403(b)
program is sponsored by a government or church employer, distribution must begin
no later than April 1 following the later of the year the Participant attains
age 70 1/2 or retires. The entire value of the Account must be distributed, or
distribution must be made over the life of the Participant, the joint lives of
the Participant and Beneficiary or over a period that does not extend beyond the
life expectancy of the Participant or the joint life expectancies of the
Participant and Beneficiary.

If Aetna maintains separate records of the value as of December 31, 1986, this
value is not required to be taken before December 31 of the year the Participant
attains age 75. Aetna will maintain separate records provided the Certificate
Holder does not take any distribution other than the minimum distribution
required under Code Section 401(a)(9).

Payment of Death Benefit. Section 3.12 is deleted in its entirety. The
Beneficiary must elect payment of the death benefit amount, determined under
Sections 3.11 and 3.06, in accordance with the minimum distribution requirements
of Code Section 401(a)(9). The Beneficiary may elect a lump sum payment, or
periodic payments under the Systematic Withdrawal Option (SWO), Estate
Conservation Option (ECO) or any of the Annuity options provided the election
satisfies the Code minimum distribution rules. The Beneficiary may make any
investment choices permitted under the Contract while the Contract remains in
the Accumulation Period.

Death Before Distributions Begin. If the Participant dies before distributions
begin in accordance with the provisions of Code Section 401(a)(9), the entire
value of the Account must be distributed by December 31 of the calendar year
containing the fifth anniversary of the date of the Participant's death.
Alternatively, if the Participant has a designated Beneficiary, payments may be
made over the life of the Beneficiary or over a period not extending beyond the
life expectancy of the Beneficiary provided distribution to a non-spouse
Beneficiary begins by December 31 of the calendar year following the calendar
year of the Participant's death.

For a spousal Beneficiary, such payments must begin by the later of December 31
of the calendar year following the calendar year of the Participant's death or
December 31 of the calendar year in which the Participant would have attained
age 70 1/2.

<PAGE>

Death After Distributions Begin. If the Participant dies after distributions
begin in accordance with the provisions of Code Section 401(a)(9), payments 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. If the minimum distribution
requirements have been met by partial withdrawals based on the Participant's
life expectancy or the joint life expectancies of the Participant and
Beneficiary, death benefit payments to the Beneficiary must also satisfy any
additional requirements of Code Section 401(a)(9).

Spousal Consent. If the Account is subject to ERISA and the Participant does not
die before payments begin, distribution to a married Participant must be in the
form of a "Qualified Joint and Survivor Annuity" unless the Certificate Holder
furnishes to Aetna a waiver and spousal consent satisfying the requirements of
ERISA Section 205. A Qualified Joint and Survivor Annuity is an annuity payable
for the joint lives of the Participant and spouse with at least 50% of the
payment to continue to the surviving spouse after the Participant's death.

If the Account is subject to ERISA, the Annuitant dies before the payments begin
and the Beneficiary is not the current spouse, Aetna will pay 50% of the death
benefit to the current spouse in the form of a "Qualified Preretirement Survivor
Annuity" unless (1) a waiver and spousal consent, satisfying the requirements of
ERISA Section 205, is furnished to Aetna, or (2) a prior spouse is entitled to
all or a portion of the death benefit under a qualified domestic relations order
as described in Code Section 414(p). A Qualified Preretirement Survivor Annuity
is an annuity payable for the life of the surviving spouse which can be
purchased by 50% of the Account's Adjusted Current Value.

Annuity Purchase Rates. Gender-based annuity purchase rates do not apply to this
Contract and Certificate. The tables provided in Addendum B apply.

Endorsed and made a part of the Contract and the Certificate as of the Effective
Date or when the endorsement is approved, whichever is later.


                                        /s/Dan Kearney
                                        President
                                        Aetna Life Insurance and Annuity Company

<PAGE>

                                                                        I-MP1TDA

                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract is endorsed in order to meet the qualification requirements of
Section 403(b) of the Internal Revenue Code ("Code") and, if applicable, the
Employee Retirement Income Security Act (ERISA). The following provisions apply
and, in the case of a conflict with any provision in the Contract, this
Endorsement controls.

Nontransferable. The Contract is nontransferable in accordance with Code Section
401(g). The Contract may not be sold, assigned, transferred or pledged as
collateral for a loan or as security for the performance of an obligation or for
any other purpose, except pursuant to a qualified domestic relations order as
described in Code Section 414(p).

Contract Holder. The Contract Holder must be either (1) the employer who
sponsors a Code Section 403(b) Tax Deferred Annuity program or, (2) if the
Purchase Payments are derived solely from a rollover or transfer amount, the
Participant under a Code Section 403(b) Tax Deferred Annuity program.

Participant. The Participant is the participant under the Code Section 403(b)
Tax Deferred Annuity program on whose behalf the Contract is maintained.

Annuitant.  The Annuitant is the Participant.

Beneficiary. The Participant shall name a Beneficiary. If the 403(b) program is
subject to ERISA and the Participant is married, the spouse must be named as
Beneficiary of 50% of the Contract value. However, if the Participant has
attained age 35, an alternate Beneficiary may be named for this portion of the
Contract provided the Contract Holder furnishes to Aetna a waiver and spousal
consent satisfying the requirements of ERISA Section 205. Any Beneficiary may be
named for the balance of the Contract without the consent of the spouse.

Contributions. The Contract will accept on-going contributions and amounts
rolled over or transferred from (1) another contract qualified under Code
Section 403(b), or (2) from an Individual Retirement Account or Annuity
qualified under Code Sections 408(a) or 408(b) that contains only amounts
previously rolled over from a 403(b) Tax Deferred Annuity.

Limitations on Contributions. Except in the case of a rollover or transfer
contribution, the Purchase Payments made to the Contract in any calendar year
cannot exceed the lesser of (1) the maximum exclusion allowance determined under
Code Section 403(b)(2), or (2) the annual additions limitation of Code Section
415(c)(1). In addition, in no event may annual Purchase Payment(s) attributable
to elective deferrals, as defined in Code Section 402(g), exceed $9,500, or such
larger amount as adjusted by the Secretary of the Treasury, unless the alternate
limitation of Code Section 402(g)(8) applies. The Contract Holder is responsible
for ensuring that the contributions do not exceed the prescribed limits.



<PAGE>


Withdrawal Restrictions. In accordance with Code Section 403(b)(11), withdrawals
attributable to Purchase Payments made pursuant to a salary reduction agreement
may be made only after the Participant attains age 59 1/2, separates from
service, dies, becomes totally and permanently disabled (as defined in Code
Section 72(m)(7)) or in the case of hardship (as defined in Treasury
Regulations). In the case of hardship, only Purchase Payments, and not the
earnings, may be withdrawn. These restrictions do not apply to amounts held in a
403(b) Tax Deferred Annuity program as of December 31, 1988. The Contract will
not accept transfers from a Code Section 403(b)(7) custodial account.

Distributions. All distributions from the Contract must satisfy the minimum
distribution rules set forth in Code Section 401(a)(9). Any periodic payments
will be paid only to the Contract Holder or, if the Contract Holder is the
employer, payments will be made to the Participant at the direction of the
Contract Holder.

Required Beginning Date. Distributions must generally begin no later than April
1 following the year the Participant attains age 70 1/2. However, if the 403(b)
program is sponsored by a government or church employer, distribution must begin
no later than April 1 following the later of the year the Participant attains
age 70 1/2 or retires. The entire value of the Contract must be distributed, or
distribution must be made over the life of the Participant, the joint lives of
the Participant and Beneficiary or over a period that does not extend beyond the
life expectancy of the Participant or the joint life expectancies of the
Participant and Beneficiary.

If Aetna maintains separate records of the value as of December 31, 1986, this
value is not required to be taken before December 31 of the year the Participant
attains age 75. Aetna will maintain separate records provided the Contract
Holder does not take any distribution other than the minimum distribution
required under Code Section 401(a)(9).

Payment of Death Benefit. Section 3.12 is deleted in its entirety. The
Beneficiary must elect payment of the death benefit amount, determined under
Sections 3.11 and 3.06, in accordance with the minimum distribution requirements
of Code Section 401(a)(9). The Beneficiary may elect a lump sum payment, or
periodic payments under the Systematic Withdrawal Option (SWO), Estate
Conservation Option (ECO) or any of the Annuity options provided the election
satisfies the Code minimum distribution rules. The Beneficiary may make any
investment choices permitted under the Contract while the Contract remains in
the Accumulation Period.

Death Before Distributions Begin. If the Participant dies before distributions
begin in accordance with the provisions of Code Section 401(a)(9), the entire
value of the Contract must be distributed by December 31 of the calendar year
containing the fifth anniversary of the date of the Participant's death.
Alternatively, if the Participant has a designated Beneficiary, payments may be
made over the life of the Beneficiary or over a period not extending beyond the
life expectancy of the Beneficiary provided distribution to a non-spouse
Beneficiary begins by December 31 of the calendar year following the calendar
year of the Participant's death.

For a spousal Beneficiary, such payments must begin by the later of December 31
of the calendar year following the calendar year of the Participant's death or
December 31 of the calendar year in which the Participant would have attained
age 70 1/2.

<PAGE>

Death After Distributions Begin. If the Participant dies after distributions
begin in accordance with the provisions of Code Section 401(a)(9), payments 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. If the minimum distribution
requirements have been met by partial withdrawals based on the Participant's
life expectancy or the joint life expectancies of the Participant and
Beneficiary, death benefit payments to the Beneficiary must also satisfy any
additional requirements of Code Section 401(a)(9).

Spousal Consent. If the Contract is subject to ERISA and the Participant does
not die before payments begin, distribution to a married Participant must be in
the form of a "Qualified Joint and Survivor Annuity" unless the Contract Holder
furnishes to Aetna a waiver and spousal consent satisfying the requirements of
ERISA Section 205. A Qualified Joint and Survivor Annuity is an annuity payable
for the joint lives of the Participant and spouse with at least 50% of the
payment to continue to the surviving spouse after the Participant's death.

If the Contract is subject to ERISA, the Annuitant dies before the payments
begin and the Beneficiary is not the current spouse, Aetna will pay 50% of the
death benefit to the current spouse in the form of a "Qualified Preretirement
Survivor Annuity" unless (1) a waiver and spousal consent, satisfying the
requirements of ERISA Section 205, is furnished to Aetna, or (2) a prior spouse
is entitled to all or a portion of the death benefit under a qualified domestic
relations order as described in Code Section 414(p). A Qualified Preretirement
Survivor Annuity is an annuity payable for the life of the surviving spouse
which can be purchased by 50% of the Contract's Adjusted Current Value.

Annuity Purchase Rates. Gender-based annuity purchase rates do not apply to this
Contract and Contract. The tables provided in Addendum B apply.

Endorsed and made a part of the Contract as of the Effective Date or when the
endorsement is approved, whichever is later.


                                        /s/Dan Kearney
                                        President
                                        Aetna Life Insurance and Annuity Company



                                                                           MP1DC

                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract and Certificate are endorsed to permit purchase of an interest in
the Contract by an employer or trustee in conjunction with a deferred
compensation plan established under Section 457 of the Internal Revenue Code
("Code"). The following provisions apply and, in the case of a conflict with any
provision in the Contract, this Endorsement controls.

Certificate Holder. The Certificate Holder must be the employer who sponsors the
Code Section 457 deferred compensation plan or trustee of such plan.

Annuitant. The Annuitant is a participant in the employer's Code Section 457
deferred compensation plan.

Beneficiary.  The Beneficiary is the Certificate Holder.

Exclusive Benefit of Participant. If the Contract and Certificate are issued in
conjunction with a Code Section 457 plan established by a governmental employer
described in Code Section 457(e)(1)(A), then, the Contract Holder and
Certificate Holder agree that all amounts maintained under the Contract or under
the Certificate, and any amounts withdrawn or paid from the Contract or
Certificate, will be utilized for the exclusive benefit of plan participants and
their beneficiaries in accordance with Code Section 457(g). This provisions
shall be effective (1) in the case of a plan not yet in existence on August 20,
1996, when the endorsement becomes part of the Contract or Certificate, and (2)
in the case of a plan in existence on August 20, 1996, upon the earlier of (a)
the employer's election to maintain set-asides for the exclusive benefit of
participants and beneficiaries in accordance with Code Section 457(g), (b)
January 1, 1999.

Death Benefit Options. Section 3.12 is deleted in its entirety. At the death of
the Annuitant, Aetna will pay the death benefit amount determined under Sections
3.11 and 3.06, as directed by the Certificate Holder. The Certificate Holder may
elect a lump sum payment, or periodic payments under a systematic distribution
option or any of the Annuity options provided the election satisfies the
distribution requirements of Code Section 457(d). The Certificate Holder is
responsible for complying with the distribution requirements of Code Section
457(d).

Distributions. The Certificate Holder may elect on behalf of the annuitant a
lump sum payment, or periodic payments under a systematic distribution option or
any of the Annuity options provided the election satisfies the distribution
requirements of Code Section 457(d). Any periodic payments will only be paid to
the Certificate Holder or, at the direction of the Certificate Holder, to the
Annuitant. The Certificate Holder is responsible for complying with the
distribution requirements of Code Section 457(d).

Annuity Purchase Rates. Gender-based annuity purchase rates do not apply to this
Contract and Certificate. The tables provided in Addendum B apply.

Endorsed and made a part of the Contract and the Certificate as of the Effective
Date or when the endorsement is approved, whichever is later.


                                        /s/Dan Kearney
                                        President
                                        Aetna Life Insurance and Annuity Company


<PAGE>

                                                                         I-MP1DC

                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract is endorsed to permit purchase of the Contract by an employer or
trustee in conjunction with a deferred compensation plan established under
Section 457 of the Internal Revenue Code ("Code"). The following provisions
apply and, in the case of a conflict with any provision in the Contract, this
Endorsement controls.

Contract Holder. The Contract Holder must be the employer who sponsors the Code
Section 457 deferred compensation plan or trustee of such plan.

Annuitant. The Annuitant is a participant in the employer's Code Section 457
deferred compensation plan.

Beneficiary.  The Beneficiary is the Contract Holder.

Exclusive Benefit of Participant. If the Contract is issued in conjunction with
a Code Section 457 plan established by a governmental employer described in Code
Section 457(e)(1)(A), then, the Contract Holder and Participant agree that all
amounts maintained under the Contract, and any amounts withdrawn or paid from
the Contract, will be utilized for the exclusive benefit of plan participants
and their beneficiaries in accordance with Code Section 457(g). This provisions
shall be effective (1) in the case of a plan not yet in existence on August 20,
1996, when the endorsement becomes part of the Contract, and (2) in the case of
a plan in existence on August 20, 1996, upon the earlier of (a) the employer's
election to maintain set-asides for the exclusive benefit of participants and
beneficiaries in accordance with Code Section 457(g), (b) January 1, 1999.

Death Benefit Options. Section 3.12 is deleted in its entirety. At the death of
the Annuitant, Aetna will pay the death benefit amount determined under Sections
3.11 and 3.06, as directed by the Contract Holder. The Contract Holder may elect
a lump sum payment, or periodic payments under a systematic distribution option
or any of the Annuity options provided the election satisfies the distribution
requirements of Code Section 457(d). The Contract Holder is responsible for
complying with the distribution requirements of Code Section 457(d).

Distributions. The Contract Holder may elect on behalf of the annuitant a lump
sum payment, or periodic payments under a systematic distribution option or any
of the Annuity options provided the election satisfies the distribution
requirements of Code Section 457(d). Any periodic payments will only be paid to
the Contract Holder or, at the direction of the Contract Holder, to the
Annuitant. The Contract Holder is responsible for complying with the
distribution requirements of Code Section 457(d).

Annuity Purchase Rates. Gender-based annuity purchase rates do not apply to this
Contract. The tables provided in Addendum B apply.

Endorsed and made a part of the Contract as of the Effective Date or when the
endorsement is approved, whichever is later.


                                        /s/Dan Kearney
                                        President
                                        Aetna Life Insurance and Annuity Company


                                                                        G-MP1IRA

                    Aetna Life Insurance and Annuity Company

                                   Endorsement


The Contract and Certificate are endorsed to meet the qualification requirements
for an Individual Retirement Annuity under Internal Revenue Code ("Code")
Section 408(b). The following provisions apply and, in the case of a conflict
with any provision in the Contract, this Endorsement controls. 

Certificate Holder. The Certificate Holder and the Annuitant must be the same
person. Joint Certificate Holders are not permitted.

Nontransferable/Nonforfeitable. The Contract is nontransferable. The Certificate
Holder may not sell, assign, transfer, pledge or use as collateral for a loan or
as security for the performance of an obligation or for any other purpose, his
or her interest in the Contract to any person other than the issuer of the
Contract or to a spouse incident to a divorce under the provisions of Code
Section 408(d)(6). The Certificate Holder's entire interest in the Contract is
nonforfeitable.

Exclusive Benefit. The Account is established for the exclusive benefit of the
Certificate Holder or his or her Beneficiary(ies). 

Contributions. All contributions must be in cash. Except in the case of a
rollover contribution as permitted by Code Section 402(c), 403(a)(4), 403(b)(8),
or 408(d)(3) or a contribution made in accordance with the terms of a Simplified
Employee Pension (SEP) as described in Code Section 408(k), the total
contributions shall not exceed $2,000 for any taxable year.

Distributions. All distributions will be made in accordance with the
requirements of Code Section 401(a)(9), including the incidental death benefit
requirements of Section 401(a)(9)(G) of the Code and the regulations there under
including the minimum distribution incidental death benefit requirements of
Section 1.401(a)(9)-2 of the Proposed Income Tax Regulations. Any periodic
payments will be paid only to the Certificate Holder.

Required Beginning Date. No later than the April 1 following the calendar year
in which the Certificate Holder attains age 70 1/2, the Certificate Holder may
elect to receive the entire interest in a lump sum, or may elect to begin
periodic payments which must be distributed over:

(a)  The life of the Certificate Holder, or the lives of the Certificate Holder
     and his or her designated Beneficiary, or

(b)  A period certain not extending beyond the life expectancy of the
     Certificate Holder or the joint and last survivor expectancy of the
     Certificate Holder and his or her designated Beneficiary.

Periodic payments must be made at intervals of no longer than one year. In
addition, payments made as an annuity must be either nonincreasing or they may
increase only as provided in Section 1.401(a)(9)-1 of the Proposed Income Tax
Regulations.

Life expectancy is computed by use of the expected return multiples in Tables V
and VI of Section 1.72-9 of the Income Tax Regulations. 

                            (Continued on Next Page)

<PAGE>

Payment of Death Benefit. Section 3.12 is deleted in its entirety. The death
benefit amount is determined in accordance with the provisions of Sections 3.11
and 3.06. At death of the Certificate Holder:

(a)  if the Certificate Holder dies on or after the date distribution of his or
     her interest has begun, the remaining portion of such interest, if any,
     will continue to be distributed at least as rapidly as under the method of
     distribution being used prior to the Certificate Holder's death.

(b)  If the Certificate Holder dies before distribution of his or her interest
     begins, the death benefit payable to the Beneficiary will be distributed no
     later than December 31 of the calendar year which contains the fifth
     anniversary of the date of the Certificate Holder's death, except to the
     extent that an election is made to receive a distribution in accordance
     with (i) or (ii) below.

     (i)  Distributions to the Beneficiary may be made in installments over the
          life of the Beneficiary or over a period not extending beyond the life
          expectancy of the Beneficiary, commencing no later than December 31 of
          the calendar year immediately following the calendar year in which the
          Certificate Holder died.

     (ii) If the Beneficiary is the Certificate Holder's surviving spouse, and
          distributions are to be made in accordance with (i) above,
          distributions must begin on or before the later of December 31 of the
          calendar year immediately following the calendar year in which the
          Certificate Holder died or December 31 of the calendar year in which
          the Certificate Holder would have attained age 70 1/2.

If the Certificate Holder dies before Annuity payments begin, a spousal
Beneficiary may elect an Annuity option, ECO, SWO, a lump sum payment or to
treat the Account as his or her own IRA. The election to treat the Account as
his or her own IRA will be deemed to have been made if such surviving spouse
makes a rollover to or from such Account, or fails to elect to receive a
distribution in accordance with (b) above.

Life expectancy is computed by use of the expected return multiples in Tables V
and VI of Section 1.72-9 of the Income Tax Regulations.

Distributions under this section are considered to have begun if distributions
are made on account of the Certificate Holder reaching the required beginning
date or if prior to the required beginning date distributions irrevocably
commence over a period permitted and in an Annuity option acceptable under
Section 1.401(a)(9) of the Proposed Income Tax Regulations.

Estate Conservation Option. The Estate Conservation Option (ECO) is a
distribution option under which a portion of the Account's Current Value will
automatically be surrendered and distributed each calendar year. The distributed
amount is withdrawn pro rata from each investment option under the Account.

Election and Revocation. The Certificate Holder or a Beneficiary may elect ECO
by submitting a completed and signed election form to Aetna's Home Office. Once
elected, the Certificate Holder or Beneficiary may revoke the option by
submitting a written request to Aetna's Home Office. Any revocation will apply
only to amounts not yet paid.

Surrender Fee/Market Value Adjustment. A Surrender Fee will not be deducted
from, and a Market Value Adjustment will not be applied to, any portion of the
Current Value which is paid under ECO.

Amount of Distribution. Each year that ECO is in effect, Aetna will calculate
and distribute an amount equal to the minimum required distribution under the
Code. The annual distribution will be determined by dividing the Account's
Current Value as of December 31 of the year prior to the year for which payment
is to be made by a life expectancy factor based on expected return multiples in
Tables V and VI of Section 1.72-9 of the Income Tax Regulations. The Certificate
Holder shall elect either the single or joint life expectancy factor. If the
Certificate Holder elects the joint life expectancy, the second life must be a
Beneficiary under the Contract.

<PAGE>



If a Beneficiary elects ECO after the Certificate Holder's death, only a single
life expectancy factor may be used, except that a spousal Beneficiary who has
elected to treat the Account as his or her own IRA may elect either a single or
a joint life expectancy factor. The life expectancy or joint life expectancy
factor will be recalculated each year in accordance with the rules under Code
Section 401(a)(9).

Minimum Current Value. The minimum Contract Value required for the election of
ECO is $20,000. If after election of this option the Current Value is
insufficient to make a scheduled ECO payment, Aetna will distribute the entire
Account balance.

Date of Distribution. The Certificate Holder shall specify the initial
distribution date. The earliest date is the first day of the calendar year in
which the Certificate Holder attains age 70 1/2. For a Beneficiary electing ECO
after the Certificate Holders death, the earliest date is the date of the
Certificate Holders death. Subsequent distributions will be made annually on
such date as Aetna may designate or allow.

Reservation of Rights. Aetna reserves the right to change the terms of ECO for
future elections and to discontinue the availability of this option after proper
notification of not less than 60 days. Aetna also reserves the right to allow
payments to be made more frequently than annually.

Systematic Withdrawal Option. If distributions are made under the Systematic
Withdrawal Option (SWO) after payments are required to begin under the minimum
distribution requirements of Code Section 401(a)(9), the amount distributed in
any year will be increased if required under the Code minimum distribution
rules. For this purpose, the minimum amount to be distributed each year will be
determined by dividing the Accounts Current Value, as of December 31 of year
prior to the year for which payment is to be made by a life expectancy factor,
which for the initial distribution year shall be based on either the single life
expectancy factor or the joint life expectancy factor in Tables V or VI of
Section 1.72-9 of the Income Tax Regulations, as elected by the Certificate
Holder. If the Certificate Holder elects the joint life expectancy factor, the
second life must be a Beneficiary under the Contract.

If a Beneficiary elects SWO after the Certificate Holders death, only a single
life expectancy factor may be used, except that a spousal Beneficiary who has
elected to treat the Account as his or her own IRA may elect either a single or
a joint life expectancy factor. Distributions for any subsequent year will be
calculated based on such life expectancy reduced by one for each calendar year
which has elapsed since the life expectancy was first calculated.

If the specified period method is elected, the maximum specified period will be
limited by the single life expectancy factor or joint life expectancy factor in
Table V or VI of Section 1.72-9 of the Income Tax Regulations, as elected by the
Certificate Holder. If elected by a Beneficiary, only a single life expectancy
factor may be used, except that a spousal Beneficiary who has elected to treat
the Account as his or her own IRA may elect either a single or a joint life
expectancy factor.

Availability of ECO and SWO. An individual who has revoked ECO or SWO may not
subsequently elect that option again, nor may the individual elect another
withdrawal option unless permitted under the Code minimum distribution rules.

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

In no event may ECO or SWO distributions extend beyond the date the Certificate
Holder or Beneficiary, as applicable, attains age 90.

Annual Reports. Aetna will furnish annual calendar year reports concerning the
status of the Certificate Holder's Account.

<PAGE>

Termination of Account. Upon 90 days written notice to the Certificate Holder,
Aetna may terminate the Certificte Holder's Account if no Purchase Payments have
been received for three full consecutive Certificate years and the paid-up
Annuity benefit at maturity would be less than $20 per month.

Surender Fee. Subsection (d) of Section 3.14 will not apply while either ECO or
SWO is in effect


This endorsement may be amended to comply with any changes in state or federal
law. Any such change is subject to the prior approval of the New York Insurance
Department.

Endorsed and made a part of the Contract and Certificate as of the Effective
Date or when the endorsement is approved, whichever is later.


                                        /s/Dan Kearney
                                        President
                                        Aetna Life Insurance and Annuity Company



                                                                          MP1END

                    Aetna Life Insurance and Annuity Company

                                   Endorsement


The Contract and Certificate are endorsed as follows.

1.       Add the following to Contract Schedule I.

         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.

2.       Delete the last sentence in Section 1.14, Dollar Cost Averaging, and
         replace it with the following.

         Dollar Cost Averaging is not available when a systematic distribution
         option is in effect.

3.       Delete Section 1.32, Transfers, and replace it with the following.

         1.32   Transfers

         The movement of invested amounts among the available Funds and the
         AG Account during the Accumulation Period or, during the Annuity
         Period, among the available Funds under a Variable Annuity.

4.       Delete the fourth paragraph under Section 2.01, Change of Contract.

5.       Delete the first subsection (b) under Section 3.06, Market Value
         Adjustment, and replace it with the following.

         (b)  A full or partial surrender (including a 10% 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.

6.       Delete the title of Section 3.07, Transfer of Current Value from the
         Funds or AG Account, and replace it with the following.

         3.07  Transfer of Current Value from the Funds or AG Account During the
         Accumulation Period

7.       Delete Section 3.10, Systematic Withdrawal Option (SWO), and replace it
         with the following.



<PAGE>


         3.10  Systematic Distribution Options

         Without further endorsement of the Contract or Certificate, Aetna may,
         from time to time, make one or more systematic distribution options
         (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.

8.       Delete the first sentence in Subsection (a) of Section 3.11, Death
         Benefit Amount, and replace it with the following.

         (a)  Death of Annuitant:

9.       Delete the Subsection (c) under Section 3.11, Death Benefit Amount, and
         replace it with the following.

         (c)  Death of the Annuitant's 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
              on Purchase Payments made since the death of the Annuitant.

10.      In Section 3.11, Death Benefit Amount, add the following additional
         subsection.

         (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).

11.      Delete Subsection (c) under Section 3.14, Surrender Fee, and replace it
         with the following.

         (c)  As a distribution under an SDO (see 3.10)

12.      Delete Subsection (d) under Section 3.14, Surrender Fee, and replace it
         with the following

         (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 

<PAGE>

              calendar year. This waiver is not available if a systematic
              distribution option has been in effect at any time during the
              calendar year.

13.      In Section 3.14, Surrender Fee, add the following additional
         subsection.

         (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.

14.      Insert the following as the last paragraph in Section 4.01, Choices.

         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 transfered 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.

15.      Delete Subsection (c) under Section 4.02 Terms of Annuity Options, and
         replace it with the following.

         (c)  If a Fixed Annuity is chosen, Aetna will use the applicable
              current settlement rate if it will provide higher Fixed Annuity
              payments.

16.      Delete Section 4.07, Annuity Options, and replace it with the
         following.

         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 the 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 
<PAGE>


              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
         (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.

17.      Delete the tables showing rates for Annuity Options 1, 2 and 3 and
         replace them with the tables provided in Addendum A attached.

Endorsed and made a part of the Contract and the Certificate as of the Effective
Date or when the endorsement is approved.


                                       /s/Dan Kearney
                                       President
                                       Aetna Life Insurance and Annuity Company


<PAGE>

                                                                        I-MP1END

                    Aetna Life Insurance and Annuity Company

                                   Endorsement


The Contract is endorsed as follows.

1.       Add the following to Contract Schedule I.

         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.

2.       Delete the last sentence in Section 1.14, Dollar Cost Averaging, and
         replace it with the following.

         Dollar Cost Averaging is not available when a systematic distribution
         option is in effect.

3.       Delete Section 1.32, Transfers, and replace it with the following.

         1.32   Transfers

         The movement of invested amounts among the available Funds and the
         AG Account during the Accumulation Period or, during the Annuity
         Period, among the available Funds under a Variable Annuity.

4.       Delete the fourth paragraph under Section 2.01, Change of Contract.

5.       Delete the first subsection (b) under Section 3.06, Market Value
         Adjustment, and replace it with the following.

         (b)  A full or partial surrender (including a 10% 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 Contract calculated
              using a method permitted under the Code and agreed to by Aetna.

6.       Delete the title of Section 3.07, Transfer of Current Value from the
         Funds or AG Account, and replace it with the following.

         3.07 Transfer of Current Value from the Funds or AG Account During the
         Accumulation Period

7.       Delete Section 3.10, Systematic Withdrawal Option (SWO), and replace it
         with the following.



<PAGE>


         3.10  Systematic Distribution Options

         Without further endorsement of the Contract, Aetna may, from time to
         time, make one or more systematic distribution options (SDOs) available
         during the Accumulation Period. When an SDO is elected, Aetna will make
         automatic payments from the Contract. 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.

8.       Delete the first sentence in Subsection (a) of Section 3.11, Death
         Benefit Amount, and replace it with the following.

         (a)  Death of Annuitant:

9.       Delete the Subsection (c) under Section 3.11, Death Benefit Amount, and
         replace it with the following.

         (c)  Death of the Annuitant's spousal beneficiary who continued the
              Contract: The death benefit amount equals the Adjusted Current
              Value on the claim date, less any applicable Surrender Fee on
              Purchase Payments made since the death of the Annuitant.

10.      In Section 3.11, Death Benefit Amount, add the following additional
         subsection.

         (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).

11.      Delete Subsection (c) under Section 3.14, Surrender Fee, and replace it
         with the following.

         (c)  As a distribution under an SDO (see 3.10)

12.      Delete Subsection (d) under Section 3.14, Surrender Fee, and replace it
         with the following.

         (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.
<PAGE>

13.      In Section 3.14, Surrender Fee, add the following additional
         subsection.

         (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.

14.      Insert the following as the last paragraph in Section 4.01, Choices.

         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 transfered 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.

15.      Delete Subsection (c) under Section 4.02 Terms of Annuity Options, and
         replace it with the following.

         (c)  If a Fixed Annuity is chosen, Aetna will use the applicable
              current settlement rate if it will provide higher Fixed Annuity
              payments.

16.      Delete Section 4.07, Annuity Options, and replace it with the
         following.

         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 the 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:
<PAGE>

         (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.

17.      Delete the tables showing rates for Annuity Options 1, 2 and 3 and
         replace them with the tables provided in Addendum A attached.

Endorsed and made a part of the Contract as of the Effective Date or when the
endorsement is approved.


                                        /s/Dan Kearney
                                        President
                                        Aetna Life Insurance and Annuity Company


                             PARTICIPATION AGREEMENT


     THIS AGREEMENT, made and entered into as of this 11th day of November,
1994, by Aetna Life Insurance Company ("Aetna Life") and MFS Investor Services,
Inc. ("MFS");

     WHEREAS, the MFS Total Return Fund ("Fund") is an open end investment
company registered under the Investment Company Act of 1940, as amended (" 1940
Act");

     WHEREAS, MFS and its affiliates are engaged in the distribution of shares
of the Fund;

     WHEREAS, Aetna Life is an insurance company that provides various
administrative services to employee pension benefit plans, including an employee
pension benefit plan covering its own employees (the "Plan); and

     WHEREAS, Aetna Life and MFS desire to facilitate the purchase and
redemption of Fund shares on behalf of the Plan and its participants and
beneficiaries ("Participant"), subject to the terms and conditions of this
Agreement.

     NOW, THEREFORE, it is agreed as follows:

1.   Administration of Plan.

     Aetna Life is authorized by the sponsor or other properly designated
fiduciary of the Plan ("Plan Representative") to provide administrative services
to the Plan. As part of these services, Aetna Life is authorized to make
available to each Plan Representative shares of registered investment companies
that the Plan Representative may select as investment options under the Plan.
The parties acknowledge and agree that the role of Aetna Life is only to make
such investment options available to Plan sponsors. The selection of particular
investment companies for inclusion under a Plan is made by a Plan Representative
and the decision to invest assets in a particular investment company included in
a Plan is made at the direction of a Participant in accordance with the terms of
the Plan. It is understood that both the Plan Representatives and the
Participants may change their respective selections from time to time. Plan
assets invested in such investment options will be held in the name of a nominee
or trustee of the Plan ("Nominee").

2.   Omnibus Account.

     The parties agree that a single omnibus account held in the name of the
Nominee shall be maintained for those Plan assets directed for investment in the
Fund ("Account"). MFS shall be registered as broker dealer of record on the
Account. Aetna Life, as service agent 

<PAGE>


for the Plan, shall facilitate purchase and sale transactions with respect to
the Account in accordance with the following terms.

3.   Pricing Information, Orders, Settlement.

     (a) MFS will make shares of the Fund available to be purchased by the
Nominee on behalf of the Account at the net asset value applicable to each
order. Fund shares shall be purchased and redeemed on a net basis in such
quantity and at such time determined by Aetna Life or the Nominee to correspond
with investment instructions received by Aetna Life from Plan Representatives or
Participants.

     (b) MFS or an affiliate will use its best efforts to provide to Aetna Life
closing net asset value, dividend and capital gain information determined for
the Fund at the close of trading each day that the New York Stock Exchange
("Exchange") is open ("Business Day") no later than 6:30 p.m., Eastern Time, on
each Business Day. Aetna Life will send directly to MFS or a specified agent
orders to purchase or redeem Fund shares by 9:00 a.m., Eastern Time, the
following Business Day. Payment for net purchases will be wired by the Nominee
by 2:30 p.m., Eastern Time, to a custodial account designated by MFS or an
affiliate on the same Business Day that an order for shares of the Fund is
received by MFS.

     (c) MFS or an affiliate hereby appoints Aetna Life as its agent for the
limited purpose of accepting purchase and redemption orders for Fund shares from
Plan Representatives or Participants. Orders from Plan Representatives or
Participants received by Aetna Life acting as agent for MFS or an affiliate
prior to the close of the Exchange on any given Business Day will be executed by
MFS or an affiliate at the net asset value determined as of the close of the
Exchange on such Business Day. Any such orders received by Aetna Life acting as
such agent after the close of the Exchange on a given Business Day will be
executed by the Fund at the net asset value determined as of the close of the
Exchange on the Business Day next following the day of receipt of such order.

     (d) Payment for net redemption orders that are timely received by MFS or an
affiliate will be wired by MFS or an affiliate from the Fund's custodial account
to an account designated by the Nominee or its agent no later than 2:30 p.m.,
Eastern Time, the same Business Day such order is received by MFS or an
affiliate.

     (e) Aetna Life and the Nominee shall not, without the written consent of
MFS, make representations concerning the Fund or its shares except those
contained in the then current prospectus and in current printed sales literature
approved by MFS.

4.   Expenses.

     (a) Except as otherwise provided in this Agreement, each party shall pay
its own expenses incident to its obligations hereunder. MFS or an affiliate will
pay all expenses 


<PAGE>


incident to the management and operation of the Fund, including the cost of
registration of the Fund shares with the SEC and in states where required.

     (b) MFS or an affiliate shall provide advance notice of, and distribute to,
Aetna Life or the Nominee its proxy material, periodic Fund reports to
shareholders and other materials to be sent to Plan Representatives or
Participants. In addition, MFS or an affiliate shall provide Aetna Life or
Nominee with a sufficient quantity of Fund prospectuses to be used in connection
with the transactions contemplated by this Agreement. The cost of preparing and
printing all such materials shall be paid by the Fund or MFS or an affiliate,
and the cost of distributing such materials to Plan Representatives or
Participants shall be paid by Aetna Life; provided, however, that if at any time
MFS or an affiliate reasonably deems the usage of such items to be excessive,
each may require that Aetna Life pay the cost of printing (including press time
and paper) any additional copies of such materials that are requested by Aetna
Life or the Nominee.

5.   Administration of Account.

     (a) The provision of administrative services to the Plan shall be the
responsibility of Aetna Life or the Nominee and shall not be the responsibility
of the Fund or MFS. These administrative services include, but are not limited
to, maintenance of Plan and Participant records; preparation, maintenance, and
transmittal of periodic account statements; various services related to the
purchase and redemption of Fund shares; and other related services. MFS
recognizes the Nominee as the sole shareholder of Fund shares purchased under
this Agreement.

     (b) MFS will pay Aetna Life an administrative service fee each quarter in
an amount equal to the average daily net assets invested in the Fund during the
quarter multiplied by the applicable per annum rate (i.e., up to, but not
necessarily all of, 0.25% of the average daily net asset value of shares of the
Fund held by the Plan during each quarter, as specified in writing from time to
time by MFS) by a fraction, the numerator of which is the number of days in the
quarter and the denominator of which is 365.

     (c) Aetna Life or an affiliate will calculate the amount of the fee
described in Section 5(b) to be paid to Aetna Life at the end of each quarter
and MFS will make such payment to Aetna Life within thirty (30) days after its
receipt of an invoice therefore from Aetna Life. Each invoice will be
accompanied by a statement showing the calculation of the fee payable by MFS for
the relevant quarter and such other supporting data as may be reasonably
requested by MFS.

6.   Termination.

     This Agreement shall terminate as to the maintenance of the Account:

     (a) At the option of either of Aetna Life or MFS, upon six (6) months'
advance written notice to the other;

<PAGE>

     (b) At the option of Aetna Life, if shares of the Fund are not available
for any reason to meet the investment requirements of the Plan; provided,
however, that prompt advance notice of election to terminate shall be furnished
by the terminating entity;

     (c) At the option of either Aetna Life or MFS, upon institution of formal
disciplinary or investigative proceedings against Aetna Life, the Fund, or MFS
by the NASD, the SEC or any other regulatory body;

     (d) At the option of MFS, if it shall reasonably determine in good faith
that shares of the Fund are not being offered in conformity with the terms of
this Agreement, the Fund's prospectus or applicable laws and regulations;

     (e) At the option of Aetna Life, upon termination of the management
agreement between the Fund and its investment adviser, notice of the occurrence
of which shall be promptly furnished to Aetna Life; provided, however, that this
Subsection (e) shall not apply if contemporaneously with such termination a new
contract of substantially similar terms is entered into between the Fund and
such investment adviser;

     (f) Upon assignment of this Agreement by any party, unless made with the
written consent of all other parties hereto; provided, however, that (i) Aetna
Life may assign, without agreement of MFS or an affiliate, its duties and
responsibilities under this Agreement to any Aetna Life affiliate, and (ii) MFS
may assign, without agreement of Aetna Life, its duties and responsibilities
under this Agreement to any of its affiliates; or

     (g) If the Fund's shares are not registered, issued or sold in conformance
with Federal law or such law precludes the use of Fund shares as an investment
vehicle for the Plan; provided, however, that prompt notice shall be given by
any party should such situation occur.

7.   Continuation of Agreement.

     Termination as the result of any cause listed in Section 6 shall not affect
MFS' obligation to continue to maintain the Account as an investment option for
those Participants who purchased shares of the Fund prior to the termination of
this Agreement; provided, however, that MFS shall not be obligated to pay the
fee described in Section 5 to Aetna Life after such termination.

8.   Advertising Materials.

     (a) Advertising and literature with respect to the Fund prepared by Aetna
Life or the Nominee or its agents for use with the general public, the Plan, or
any Plan Representative or Participant shall be submitted to MFS for review and
approval before such material is used. MFS shall advise the submitting party in
writing within ten (10) Business Days of receipt of such materials by MFS of its
approval or disapproval of such 


<PAGE>


materials. MFS, its affiliates and agents shall not use the name or any
trademark of Aetna Life or any of its affiliates without Aetna Life's written
approval.

     (b) MFS will provide to Aetna Life at least one complete copy of all
registration statements, (if requested), prospectuses, statements of additional
information, annual and semiannual reports and proxy statements of the Fund, and
all amendments or supplements to any of the above promptly after the completion
of each such document.

9.   Proxy Voting.

     Aetna Life or the Nominee will distribute to Plan Representatives or
Participants all proxy materials furnished by the Fund, MFS, or their
affiliates. Aetna Life shall use their best efforts to obtain the agreement of
Plan Representatives or Participants to pass through voting privileges of Plan
Representatives or Participants to vote Fund shares for which no voting
instructions are received from Plan Representatives or Participants in the same
proportion as shares for which such instructions have been received. Aetna Life
and the Nominee shall assist in the solicitation of proxies for Fund shares held
for such beneficial owners.

10.  Indemnification.

     (a) Aetna Life agrees to indemnify and hold harmless MFS, the Fund, the
Fund's investment adviser, transfer agent and/or custodian, and each of their
respective directors, officers, employees, agents and each person, if any, who
controls MFS, the Fund, the Fund's investment adviser, transfer agent and/or
custodian within the meaning of the Securities Act of 1933 (" 1933 Act") against
any losses, claims, damages or liabilities to which MFS, the Fund, the Fund's
investment adviser, transfer agent, and/or custodian or any such director,
officer, employee, agent, or controlling person may become subject, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereof) (i)
arise out of or are based upon the provision of administrative services by Aetna
Life or (ii) result from a breach of a material provision of this Agreement.
Aetna Life will reimburse any legal or other expenses reasonably incurred by
MFS, the Fund, the Fund's investment adviser, transfer agent and/or custodian,
or any such director, officer, employee, agent, or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that Aetna Life will not be liable for
indemnification hereunder to the extent that any such loss, claim, damage or
liability arises out of or is based upon the gross negligence or willful
misconduct of MFS, the Fund, the Fund's investment adviser, transfer agent
and/or custodian, or their respective directors, officers, employees, agents or
any controlling person herein defined in performing their obligations under this
Agreement.

     (b) MFS agrees to indemnify and hold harmless Aetna Life, the Nominee and
each of their respective directors, officers, employees, agents and each person,
if any, who controls Aetna Life and the Nominee within the meaning of the 1933
Act against any losses, claims, damages or liabilities to which Aetna Life, the
Nominee, or any such 


<PAGE>

director, officer, employee, agent or controlling person may become subject,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement of any material
fact contained in the registration statement, prospectus or sales literature of
the Fund or the omission to state therein a material fact required to be stated
therein or material fact required to be stated therein or necessary to make the
statements therein not misleading. MFS will reimburse any legal or other
expenses reasonably incurred by Aetna Life, the Nominee, or any such director,
officer, employee, agent, or controlling person in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that MFS will not be liable for indemnification hereunder to the extent
that any such loss, claim, damage or liability arises out of, or is based upon,
the gross negligence or willful misconduct of Aetna Life, the Nominee, or their
respective directors, officers, employees, agents or any controlling person
herein defined in the performance of their obligations under this Agreement.

     (c) Promptly after receipt by an indemnified party hereunder of notice of
the commencement of action, such indemnified party will, if a claim in respect
thereof is to be made against the indemnifying party hereunder, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party will not relieve it from any liability that it may have
to any indemnified party otherwise than under this Section 10. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish to, assume
the defense thereof, with counsel satisfactory to such indemnified party, and
after notice from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party under this Section 10 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation.

11.  Representations and Warranties.

     (a) Representations of Aetna Life.  Aetna Life represents and warrants:

         (i) that it (1) is a life insurance company organized under the laws of
the State of Connecticut, (2) is in good standing in that jurisdiction, (3) is
in material compliance with all applicable federal laws and state securities and
insurance laws, (4) is duly licensed and authorized to conduct business in every
jurisdiction where such license or authorization is required, and will maintain
such license or authorization in effect at all times during the term of this
Agreement, and (5) has full authority to enter into this Agreement and carry out
its obligations pursuant to it terms;

         (ii) that it is authorized under the Plan to (1) provide administrative
services to the Plan and (2) facilitate transactions in the Account through the
Fund; and


<PAGE>

         (iii) that the receipt of the fees described in Section 5 by Aetna Life
will not constitute a non-exempt "prohibited transaction" as such term is
defined in Section 406 of the Employee Retirement Income Security Act of 1974
and Section 4975 of the Internal Revenue Code of 1986, as amended.

     (b) MFS Representations on behalf of the Fund. On behalf of the Fund, MFS
represents and warrants:

         (i) that the Fund (1) is a duly organized Massachusetts business trust,
(2) is in good standing in that jurisdiction, (3) is in material compliance with
all applicable federal, state and securities laws, and (4) is duly licensed and
authorized to conduct business in every jurisdiction where such license or
authorization is required;

         (ii) that the shares of the Fund are registered under the 1933 Act,
duly authorized for issuance and sale in compliance with all applicable federal,
state, and securities laws; that the Fund amends its registration statement
under the 1933 Act and the 1940 Act from time to time as required or in order to
effect the continuous offering of its shares; and that the Fund has registered
and qualified its shares for sale in accordance with the laws of each
jurisdiction where it is required to do so; and

         (iii) that the Fund is currently qualified as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended, and
will make every effort to maintain such qualification; and that it will notify
Aetna Life immediately upon having a reasonable basis for believing that the
Fund has ceased to so qualify or that it might not qualify in the future.

     (c) Representations of MFS.  MFS represents and warrants:

         (i) that it (1) is a corporation duly organized under the laws of the
State of Delaware, (2) is in good standing in that jurisdiction, (3) is in
material compliance with all applicable federal, state, and securities laws, (4)
is duly licensed or registered as a broker-dealer with the SEC and every
jurisdiction where such license or registration is required, (5) will maintain
such license or registration in effect at all times during the term of this
Agreement, (6) is and will continue to be a member in good standing of the NASD,
and (7) has full authority to enter into this Agreement and carry out its
obligations pursuant to the terms of this Agreement.

12.  Miscellaneous.

     (a) Amendment and Waiver. Neither this Agreement nor any provision hereof
may be amended, waived, discharged or terminated orally, but only by an
instrument in writing signed by the parties hereto.

     (b) Notices. All notices and other communications hereunder shall be given
or made in writing and shall be delivered personally, or sent by telex,
telecopier, express delivery 


<PAGE>

or registered or certified mail, postage prepaid, return receipt requested, to
the party or par-ties to whom they are directed at the following address, or at
such other addresses as may be designated by notice from such party to all other
parties.

To Aetna Life:

              Aetna Life Insurance Company
              151 Farmington Avenue, RE4C
              Hartford, Connecticut 06156
              Attention:  Barrett N. Sidel

To MFS:

              MFS Investor Services, Inc.
              500 Boylston Street
              Boston, MA 02116
              Attention:  Douglas C. Grip



<PAGE>


Any notice, demand or other communication given in a manner prescribed in this
subsection (b) shall be deemed to have been delivered on receipt.

     (c) Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective permitted successors
and assigns.

     (d) Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any party hereto may execute this Agreement by signing any such counterpart.

     (e) Severability. In case any one or more of the provisions contained in
this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

     (f) Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties hereto and supersedes all prior agreement and
understandings relating to the subject matter hereof.



IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed in its name and on its behalf by its duly authorized representatives as
of the date specified below.


Aetna Life Insurance Company           MFS Investor Services, Inc.

By   /s/ Laura R. Estes                By    /s/ Arnold D. Scott
     -------------------------------         -----------------------------


Name    Laura R. Estes                 Name     Arnold D. Scott
        ----------------------------            --------------------------


Title  Vice President                  Title    Director
       -----------------------------            ---------------------------



                          FUND PARTICIPATION AGREEMENT


       Aetna Life Insurance and Annuity Company (the "Company") Oppenheimer
Variable Account Funds (the "Fund") and OppenheimerFunds, Inc. (the "Adviser")
hereby agree to an arrangement whereby the Fund shall be made available to serve
as underlying investment media for Variable Annuity or Variable Life Contracts
("Contracts") to be issued by the Company.

1.     Establishment of Accounts; Availability of Fund.

       (a)    The Company represents that it has established Variable Annuity
              Accounts B, C, D and Variable Life Account B and may establish
              such other accounts as may be set forth in Schedule A attached
              hereto and as may be amended from time to time with the mutual
              consent of the parties hereto (the "Accounts"), each of which is a
              separate account under Connecticut Insurance law, and has
              registered or will register each of the Accounts (except for such
              Accounts for which no such registration is required) as a unit
              investment trust under the Investment Company Act of 1940 (the
              "1940 Act"), to serve as an investment vehicle for the Contracts.
              Each Contract provides for the allocation of net amounts received
              by the Company to an Account for investment in the shares of one
              of more specified open-end management investment companies
              available through that Account as underlying investment media.
              Selection of a particular investment management company and
              changes therein from time to time are made by the participant or
              Contract owner, as applicable under a particular Contract.

       (b)    The Fund and the Adviser represent and warrant that the
              investments of the series of the Fund (each designated a
              "Portfolio") specified in Schedule B attached hereto (as may be
              amended from time to time with the mutual consent of the parties
              hereto) will at all times be adequately diversified within the
              meaning of Section 817(h) of the Internal Revenue Service Code of
              1986, as amended (the "Code"), and the Regulations thereunder, and
              that at all times while this agreement is in effect, all
              beneficial interests will be owned by one or more insurance
              companies or by any other party permitted under Section
              1.817-5(f)(3) of the Regulations promulgated under the Code or by
              the successor thereto, or by any other party permitted under a
              Revenue Ruling or private letter ruling granted by the Internal
              Revenue Service.

2.     Pricing Information; Orders; Settlement.

       (a)    The Fund will make Fund shares available to be purchased by the
              Company, and will accept redemption orders from the Company, on
              behalf of each Account at the net asset value applicable to each
              order on those days on which the Fund calculates its net asset
              value (a "Business Day"). Fund shares shall be purchased and
              redeemed in such quantity and at such time determined by the
              Company to be necessary to meet the requirements of those
              Contracts for which the Fund serve as underlying investment media,
              provided, however, that the Board of Trustees of the Fund
              (hereinafter the "Trustees") may upon reasonable notice to the
              Company, refuse to sell shares of any Portfolio to any person, or
              suspend or terminate the offering of shares of any Portfolio 




<PAGE>

              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 the best interests of the shareholders
              of any Portfolio and is acting in compliance with their fiduciary
              obligations under federal and/or any applicable state laws.

       (b)    The Fund will provide to the Company closing net asset value,
              dividend and capital gain information at the close of trading each
              Business Day, """"and in no event later than 7:00 p.m. Eastern
              time on such business day. The Fund shall be liable to the Company
              for systems and out of pocket costs incurred by the Company in
              making a Contract owner's or a participant's account whole, 
              if such costs or expenses are a result of the Fund's failure to
              provide timely or correct net asset values, dividend and capital
              gains information or if such information is not corrected within
              48 hours of releasing such incorrect information. If a mistake is
              caused in supplying such information or confirmations, which
              results in a reconciliation with incorrect information, the amount
              required to make a Contract owner's or a Participant's account
              whole shall be borne by the party providing the incorrect
              information. The Company will send via facsimile or electronic
              transmission to the Fund or its specified agent orders to purchase
              and/or redeem Fund shares by 10:00 a.m. Eastern Time the following
              business day. Payment for net purchases will be wired by the
              Company to an account designated by the Fund to coincide with the
              order for shares of the Fund.

       (c)    The Fund hereby appoints the Company as its agent for the limited
              purpose of accepting purchase and redemption orders for Fund
              shares relating to the Contracts from Contract owners or
              participants. Orders from Contract owners or participants received
              from any distributor of the Contracts (including affiliates of the
              Company) by the Company, acting as agent for the Fund, prior to
              the close of the Exchange on any given business day will be
              executed by the Fund at the net asset value determined as of the
              close of the Exchange on such business day, provided that the Fund
              receives written (or facsimile) notice of such order by 10 a.m.
              Eastern Standard Time on the next following Business Day. Any
              orders received by the Company acting as agent on such day but
              after the close of the Exchange will be executed by the Fund at
              the net asset value determined as of the close of the Exchange on
              the next business day following the day of receipt of such order,
              provided that the Fund receives written (or facsimile) notice of
              such order by 10 a.m. Eastern Standard Time within two days
              following the day of receipt of such order.

       (d)    Payments for net redemptions of shares of the Fund will be wired
              by the Fund to an account designated by the Company. Payments for
              net purchases of the Fund will be wired by the Company to an
              account designated by the Fund on the same Business Day the
              Company places an order to purchase Fund shares. Payments shall be
              in federal funds transmitted by wire.

       (e)    Each party has the right to rely on information or confirmations
              provided by the other party (or by any affiliate of the other
              party), and shall not be liable in the event that an error is a
              result of any misinformation supplied by the other party.

<PAGE>

       (f)    The Company agrees to purchase and redeem the shares of the
              Portfolios named in Schedule A offered by the then current
              prospectus and statement of additional information of the Fund in
              accordance with the provisions of such prospectus and statement of
              additional information. The Company shall not permit any person
              other than a Contract owner or Participant to give instructions to
              the Company which would require the Company to redeem or exchange
              shares of the Fund. This provision shall not be construed to
              prohibit the Company from substituting shares of another fund, as
              permitted by law.

3.     Expenses.

       (a)    Except as otherwise provided in this Agreement, all expenses
              incident to the performance by the Fund under this Agreement shall
              be paid by the Fund, including the cost of registration of Fund
              shares with the Securities and Exchange Commission (the "SEC") and
              in states where required. The Fund and Adviser shall pay no fee or
              other compensation to the Company under this Agreement, and the
              Company shall pay no fee or other compensation to the Fund or
              Adviser, except as provided herein. All expenses incident to
              performance by each party of its respective duties under this
              Agreement shall be paid by that party, unless otherwise specified
              in this Agreement.

       (b)    The Fund or the Adviser shall distribute to the Company a camera
              ready copy of periodic fund reports to shareholders and other
              materials that are required by law to be sent to Contract owners.
              In addition, the Fund or the Adviser shall provide the Company
              with a sufficient quantity of its prospectuses, and any
              supplements thereto, to be used in connection with the offerings
              and transactions contemplated by this Agreement. Subject to
              subsection (c) and (d) below, 50% of the cost of preparing and
              printing such materials shall be paid by the Fund or the Adviser,
              and the cost of distributing such material plus 50% of the cost of
              typesetting and printing such material shall be paid by the
              Company. In addition, the Fund shall provide the Company, at the
              Fund's expense, with a sufficient quantity of its proxy material
              that is required to be sent to Contract owners. The Adviser shall
              be permitted to review and approve the typeset form of such
              material prior to such printing provided such material has been
              provided by the Adviser to the Company within a reasonable period
              of time prior to typesetting.

       (c)    In lieu of the Fund's providing printed copies of prospectuses,
              supplements, and periodic fund reports to shareholders, the
              Company shall have the right to request that the Fund transmit a
              copy of such materials in an electronic format (PDF file
              preferred), which the Company may use to have such materials
              printed together with similar materials of other Account funding
              media that the Company or any distributor will distribute to
              existing or prospective Contract owners or participants. The
              Adviser and the Company shall each bear 50% of the pro rata cost
              for such materials determined by the same proportion of the total
              printing expense for such materials as the number of pages in each
              such printed document provided by the Fund bears to the total
              number of pages in such printed document.

<PAGE>

       (d)    The cost associated with proxy preparation, group authorization
              letters, programming for tabulation and necessary materials
              (including postage) will be paid by the Fund.

4.     Representations.

       The Company agrees that it and its agents shall not, without the written
consent of the Fund or the Adviser, make representations concerning the Fund, or
its shares except those contained in the then current prospectuses and in
current printed sales literature approved by or deemed approved by the Fund or
the Adviser.

5.     Termination.

       This agreement shall terminate as to the sale and issuance of new
Contracts:

       (a)    at the option of either the Company or the Fund, upon sixty days
              advance written notice to the other;

       (b)    at the option of the Company, upon one week advance written notice
              to the Fund, if Fund shares are not available for any reason to
              meet the requirement of Contracts as determined by the Company.
              Reasonable additional advance notice of election to terminate
              shall be furnished by Company;

       (c)    at the option of either the Company or the Fund, immediately upon
              institution of formal proceedings against the broker-dealer or
              broker-dealers marketing the Contracts, the Account, the Company,
              the Fund or the Adviser by the National Association of Securities
              Dealers, Inc. (the "NASD"), the SEC or any other regulatory body;

       (d)    upon the determination of the Accounts to substitute for the
              Fund's shares the shares of another investment company in
              accordance with the terms of the applicable Contracts. The Company
              will give 60 days written notice to the Fund of any decision to
              replace the Fund's' shares;

       (e)    upon assignment of this Agreement, unless made with the written
              consent of all other parties hereto;

       (f)    if Fund shares are not registered, issued or sold in conformance
              with Federal law or such law precludes the use of Fund shares as
              an underlying investment medium for Contracts issued or to be
              issued by the Company. Prompt notice shall be given by either
              party should such situation occur.

6.     Continuation of Agreement.

       Termination as the result of any cause listed in Section 6 shall not
affect the Fund's obligation to furnish its shares to Contracts then in force
for which its shares serve or may serve as the underlying medium unless such
further sale of Fund shares is prohibited by law or the SEC 

<PAGE>

or other regulatory body, or is determined by the Fund's Board to be necessary
to remedy or eliminate an irreconcilable conflict pursuant to Section 10 hereof.

7.     Advertising Materials; Filed Documents.

       (a)    All advertising or sales literature with respect to the Fund
              prepared by the Company or its agents for use in marketing its
              Contracts will be submitted to the Fund or its designee for review
              before such material is submitted to any regulatory body for
              review or placed in use. No such material shall be used if the
              Fund or its designee reasonably object to such use in writing,
              transmitted by facsimile within five business days after receipt
              of such material.

       (b)    The Fund will provide at least one complete copy of its financials
              as soon as available to the Company and at least one complete copy
              of all registration statements, prospectuses, statements of
              additional information, annual and semi-annual reports, proxy
              statements and all amendments or supplements to any of the above
              that relate to the Fund promptly after the filing of such document
              with the SEC or other regulatory authorities. At the Fund's
              request, the Company will provide to the Fund at least one
              complete copy of all registration statements, prospectuses,
              statements of additional information, annual and semi-annual
              reports, proxy statements, and all amendments or supplements to
              any of the above that relate to the Account promptly after the
              filing of such document with the SEC or other regulatory
              authority.

       (c)    The Fund will provide via Excel spreadsheet diskette format to the
              Company at least quarterly portfolio information necessary to
              update Fund profiles.

8.     Proxy Voting.

       (a)    The Company shall provide pass-through voting privileges on Fund
              shares held by registered separate accounts to all Contract owners
              and participants to the extent the SEC continues to interpret the
              1940 Act as requiring such privileges. The Company shall provide
              pass-through voting privileges on Fund shares held by unregistered
              separate accounts to all Contract owners.

       (b)    The Company will distribute to Contract owners and participants,
              as appropriate, all proxy material furnished by the Fund and will
              vote Fund shares in accordance with instructions received from
              such Contract owners and participants. If and to the extent
              required by law, the Company, with respect to each group Contract
              and in each Account, shall vote Fund shares for which no
              instructions have been received in the same proportion as shares
              for which such instructions have been received. The Company and
              its agents shall cooperate with the solicitation of proxies for
              Fund shares held for such Contract owners and participants.

9.     Indemnification.

       (a)    The Company agrees to indemnify and hold harmless the Fund and the
              Adviser, and each of their directors, officers, employees, agents
              and each person, if any, who 


<PAGE>


              controls the Fund or its Adviser within the meaning of the
              Securities Act of 1933 (the "1933 Act") against any losses,
              claims, damages or liabilities to which the Fund or the Adviser or
              any such director, officer, employee, agent, or controlling person
              may become subject, under the 1933 Act or otherwise, insofar as
              such losses, claims, damages, or liabilities (or actions in
              respect thereof) arise out of or are based upon any untrue
              statement or alleged untrue statement of any material fact
              contained in the Registration Statement, prospectus or sales
              literature of the Company or the Contracts, 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, or arise out of or as a
              result of conduct, statements or representations (other than
              statements or representations contained in the prospectuses or
              sales literature of the Fund) of the Company or its agents, with
              respect to the sale and distribution of Contracts for which Fund
              shares are the underlying investment. The Company will reimburse
              any legal or other expenses reasonably incurred by the Fund or any
              such director, officer, employee, agent, investment adviser, or
              controlling person in connection with investigating or defending
              any such loss, claim, damage, liability or action; provided,
              however, that the Company will not be liable in any such case to
              the extent that any such loss, claim, damage or liability arises
              out of or is based upon (i) an untrue statement or omission or
              alleged omission made in such Registration Statement or prospectus
              in conformity with written materials furnished to the Company by
              the Fund specifically for use therein or (ii) the willful
              misfeasance, bad faith, or gross negligence by the Fund or Adviser
              in the performance of its duties or the Fund's or Adviser's
              reckless disregard of obligations or duties under this Agreement
              or to the Company, whichever is applicable. This indemnity
              agreement will be in addition to any liability which Company may
              otherwise have.

       (b)    The Fund and the Adviser agree to indemnify and hold harmless the
              Company and its directors, officers, employees, agents and each
              person, if any, who controls the Company within the meaning of the
              1933 Act against any losses, claims, damages or liabilities to
              which the Company or any such director, officer, employee, agent
              or controlling person may become subject, under the 1933 Act or
              otherwise, insofar as such losses, claims, damages or liabilities
              (or actions in respect thereof) arise out of or are based upon any
              untrue statement or alleged untrue statement of any material fact
              contained in the Registration Statement, prospectuses or sales
              literature of the Fund 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 material fact required to be
              stated therein or necessary to make the statements therein not
              misleading. The Fund will reimburse any legal or other expenses
              reasonably incurred by the Company or any such director, officer,
              employee, agent, or controlling person in connection with
              investigating or defending any such loss, claim, damage, liability
              or action; provided, however, that the Fund will not be liable in
              any such case to the extent that any such loss, claim, damage or
              liability arises out of or is based upon (i) an untrue statement
              or omission or alleged omission made in such Registration
              Statement or prospectuses which are in conformity with written
              materials furnished to the Fund by the Company specifically for
              use therein or (ii) the willful misfeasance, bad faith, or gross
              negligence by the Company in the performance of its duties or the
              Company's reckless disregard of 

<PAGE>


              obligations or duties under this Agreement or to the Fund or the
              Adviser, whichever is applicable. This indemnity agreement will be
              in addition to any liability which the Fund or the Adviser may
              otherwise have.

       (c)    Promptly after receipt by an indemnified party hereunder of notice
              of the commencement of action, such indemnified party will, if a
              claim in respect thereof is to be made against the indemnifying
              party hereunder, notify the indemnifying party of the commencement
              thereof; but the omission so to notify the indemnifying party will
              not relieve it from any liability which it may have to any
              indemnified party otherwise than under this Section 10. In case
              any such action is brought against any indemnified party, and it
              notifies the indemnifying party of the commencement thereof, the
              indemnifying party will be entitled to participate therein and, to
              the extent that it may wish to, assume the defense thereof, with
              counsel satisfactory to such indemnified party, and after notice
              from the indemnifying party to such indemnified party of its
              election to assume the defense thereof, the indemnifying party
              will not be liable to such indemnified party under this Section 10
              for any legal or other expenses subsequently incurred by such
              indemnified party in connection with the defense thereof other
              than reasonable costs of investigation.

10.    Potential Conflicts.

       (a)    The Company has received a copy of an application for exemptive
              relief, as amended, filed by the Fund on March 28, 1986 and on
              June 9, 1986 with the SEC and the order issued by the SEC dated
              July 16, 1986 (File No. 812-6324) in response thereto (the "Shared
              Funding Exemptive Order"). The Company has reviewed the conditions
              to the requested relief set forth in such application for
              exemptive relief. As set forth in such application, the Board of
              Directors of Fund (the "Board") will monitor the Fund for the
              existence of any material irreconcilable conflict between the
              interests of the contractholders of all separate accounts
              ("Participating Companies") investing in the Fund. An
              irreconcilable material conflict may arise for a variety of
              reasons, including: (i) an action by any state insurance
              regulatory authority; (ii) 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 actions by insurance, tax or securities regulatory
              authorities; (iii) an administrative or judicial decision in any
              relevant proceeding; (iv) the manner in which the investments of
              any portfolio are being managed; (v) a difference in voting
              instructions given by variable annuity contractholders and
              variable life insurance contractholders; or (vi) a decision by an
              insurer to disregard the voting instructions of contractholders.
              The Board shall promptly inform the Company if it determines that
              an irreconcilable material conflict exists and the implications
              thereof.

       (b)    The Company agrees to be bound by the responsibilities of a
              participating insurance company as set forth in the Mixed and
              Shared Funding Exemptive Order, including without limitation the
              requirement that the Company report any potential or existing
              conflicts of which it is aware to the Board. The Company will
              assist the Board in carrying out its responsibilities under the
              Shared Funding Exemptive Order by providing the Board with all
              information reasonably necessary for the Board to 
<PAGE>

              consider any issues raised. This includes, but is not limited to,
              an obligation by the Company to inform the Board whenever
              contractholder voting instructions are disregarded.

       (c)    If a majority of the Board, or a majority of its disinterested
              Board members, determines that a material irreconcilable conflict
              exists with regard to contractholder investments in a Fund, the
              Board shall give prompt notice to all Participating Companies. If
              the Board determines that the Company is responsible for causing
              or creating said conflict, the Company shall at its sole cost and
              expense, and to the extent reasonably practicable (as determined
              by a majority of the disinterested Board members), take such
              action as is necessary to remedy or eliminate the irreconcilable
              material conflict. Such necessary action may include but shall not
              be limited to:

              (i) withdrawing the assets allocable to the Account from the Fund
                  and reinvesting such assets in a different investment medium
                  or submitting the question of whether such segregation should
                  be implemented to a vote of all affected contractholders 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 more
                  Participating Companies) that votes in favor of such
                  segregation, or offering to the affected contractholders the
                  option of making such a change; and/or

             (ii) establishing a new registered management investment company or
                  managed separate account.

       (d)    If a material irreconcilable conflict arises as a result of a
              decision by the Company to disregard its contractholder voting
              instructions and said decision represents a minority position or
              would preclude a majority vote by all of its contractholders
              having an interest in the Fund, the Company at its sole cost, may
              be required, at the Board's election, to withdraw an Account's
              investment in the Fund and terminate this Agreement; 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 members
              of the Board.

       (e)    For the purpose of this Section 11, a majority of the
              disinterested Board members shall determine whether or not any
              proposed action adequately remedies any irreconcilable material
              conflict, but in no event will the Fund be required to establish a
              new funding medium for any Contract. The Company shall not be
              required by this Section 11 to establish a new funding medium for
              any Contract if an offer to do so has been declined by vote of a
              majority of the Contract owners or participants materially
              adversely affected by the irreconcilable material conflict.

11.    Miscellaneous.

       (a)    Amendment and Waiver. Neither this Agreement, nor any provision
              hereof, may be amended, waived, discharged or terminated orally,
              but only by an instrument in writing signed by all parties hereto.

<PAGE>

       (b)    Notices. All notices and other communications hereunder shall be
              given or made in writing and shall be delivered personally, or
              sent by telex, telecopier or registered or certified mail, postage
              prepaid, return receipt requested, to the party or parties to whom
              they are directed at the following addresses, or at such other
              addresses as may be designated by notice from such party to all
              other parties.

       To the Company:

                                    Aetna Life Insurance and Annuity Company
                                    151 Farmington Avenue
                                    Hartford, Connecticut  06156
                                    Attention: Julie E. Rockmore, Counsel
 
       To the Fund:

                                    Oppenheimer Variable Account Fund
                                    c/o OppenheimerFunds, Inc.
                                    2 World Trade Center
                                    New York, NY  10048-0203
                                    Attn:  Legal Department

       To the Adviser:

                                    OppenheimerFunds, Inc.
                                    2 World Trade Center
                                    New York, NY  10048-0203
                                    Attn:  Andrew J. Donohue, Executive VP and 
                                           General Counsel

       Any notice, demand or other communication given in a manner prescribed in
       this subsection (b) shall be deemed to have been delivered on receipt.

       (c)    Successors and Assigns. This agreement shall be binding upon and
              inure to the benefit of the parties hereto and their respective
              permitted successors and assigns.

       (d)    Counterparts. This Agreement may be executed in any number of
              counterparts, all of which taken together shall constitute one
              agreement, and any party hereto may execute this Agreement by
              signing any such counterpart.

       (e)    Severability. In case any one or more of the provisions contained
              in this Agreement should be invalid, illegal or unenforceable in
              any respect, the validity, legality and enforceability of the
              remaining provisions contained herein shall not in any way be
              affected or impaired thereby.

       (f)    Entire Agreement. This Agreement constitutes the entire agreement
              and understanding between the parties hereto and supersedes all
              prior agreement and understandings relating to the subject matter
              hereof.

<PAGE>

       (g)    Governing Law. This Agreement shall be governed and interpreted in
              accordance with the laws of the State of Connecticut.

       (h)    It is understood by the parties that this Agreement is not an
              exclusive arrangement in any respect.

12.    Limitation on Liability of Trustees, etc.

       This agreement has been executed on behalf of the Fund by the undersigned
officer of the Fund in his capacity as an officer of the Fund. The Company and
the Adviser each understand and agree that the obligations of the Fund under
this Agreement are not binding upon any shareholder of the Fund personally, but
bind only the Fund and the Fund's property; the Company and the Adviser each
represent that it has notice of the provisions of the Declaration of Trust of
the Fund disclaiming shareholder and Trustee liability for acts or obligations
of the Fund.

       IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers effective as of the ____ day of _________, 1997.

       AETNA LIFE INSURANCE AND ANNUITY COMPANY


       By:________________________________
       Name:
       Title:

       OPPENHEIMER VARIABLE ACCOUNT FUNDS


       By:________________________________
       Name:
       Title:

       OPPENHEIMERFUNDS, INC.


       By:________________________________
       Name:
       Title:








                                SERVICE AGREEMENT


         AGREEMENT, effective as of _____________ 1997, between
OppenheimerFunds, Inc. (the "Adviser"), a Colorado corporation, and Aetna Life
Insurance and Annuity Company (the "Company"), a Connecticut corporation, for
the provision of described administrative services by the Company in connection
with the sale of shares of the Oppenheimer Variable Account Funds (the "Fund")
as described in the Fund Participation Agreement dated February ___, 1997
between the Company, the Fund and the Adviser (the "Fund Participation
Agreement").

In consideration of their mutual promises, the Adviser and the Company agree as
follows:

1.       The Company agrees to provide the following services to the Adviser:

         a.       responding to inquiries from owners of the Company variable
                  annuity contracts and variable life insurance policies using
                  the Funds as an investment vehicle ("Contractholders")
                  regarding the services performed by the Company that relate to
                  the Funds;

         b.       providing information to Adviser and Contractholders with
                  respect to Fund shares attributable to Contractholder
                  accounts;

         c.       communicating directly with Contractholders concerning the
                  Funds' operations;

         d.       providing such other similar services as Adviser may
                  reasonably request pursuant to Adviser's agreement with the
                  Funds to the extent permitted under applicable federal and
                  state requirements.

2.      (a)       Administrative services to Contractholders owners and
                  participants shall be the responsibility of the Company and
                  shall not be the responsibility of the Fund or the Adviser.
                  The Adviser recognizes the Company as the sole shareholder of
                  Fund shares issued under the Fund Participation Agreement, and
                  that substantial savings will be derived in administrative
                  expenses, such as significant reductions in postage expense
                  and shareholder communications, by virtue of having a sole
                  shareholder for each of the Accounts rather than multiple
                  shareholders. In consideration of the savings resulting from
                  such arrangement, and to compensate the Company for its costs,
                  the Adviser agrees to pay to the Company and the Company
                  agrees to accept as full compensation for all services
                  rendered hereunder an amount equal to 20 basis points (.20%)
                  per annum on the first $100 million (excluding assets
                  attributable to the CLIAC acquisition) of the average
                  aggregate amount invested by the Company in the Fund under the
                  Fund Participation Agreement, and 25 basis points (.25%) per
                  annum on the total average aggregate amount invested by the
                  Company in the Fund under the Fund Participation Agreement, in
                  excess of $100 million (excluding assets attributable to the
                  CLIAC acquisition).

<PAGE>

         (b)      The parties agree that the Adviser's payments to the Company
                  are for administrative services only and do not constitute
                  payment in any manner for investment advisory services or for
                  costs of distribution.

         (c)      For the purposes of computing the administrative fee
                  reimbursement contemplated by this Section 2, the average
                  aggregate amount invested by the Company over a one month
                  period shall be computed by totaling the Company's aggregate
                  investment (share net asset value multiplied by total number
                  of shares held by the Company) on each business day during the
                  month and dividing by the total number of business days during
                  each month.

         (d)      The Fund will calculate the reimbursement of administrative
                  expenses at the end of each month and will make such
                  reimbursement to the Company within 30 days thereafter. The
                  reimbursement payment will be accompanied by a statement
                  showing the calculation of the monthly amounts payable by the
                  Adviser and such other supporting data as may be reasonably
                  requested by the Company. Payment will be wired by the Adviser
                  to an account designated by the Company.

3.       The Company agrees to indemnify and hold harmless the Adviser and its
         directors, officers, and employees from any and all loss, liability and
         expense resulting from any gross negligence or willful wrongful act of
         the Company under this Agreement or a breach of a material provision of
         this Agreement, except to the extent such loss, liability or expense is
         the result of the Adviser's own willful misfeasance, bad faith or gross
         negligence in the performance of its duties.

4.       The Adviser agrees to indemnify and hold harmless the Company and its
         directors, officers, and employees from any and all loss, liability and
         expense resulting from any gross negligence or willful wrongful act of
         the Adviser under this Agreement or a breach of a material provision
         under this Agreement, except to the extent such loss, liability or
         expense is the result of the Company's own willful misfeasance, bad
         faith or gross negligence in the performance of its duties.

5.       Either party may terminate this Agreement, without penalty, (i) on
         sixty (60) days written notice to the other party, for any cause or
         without cause, or (ii) on reasonable notice to the other party, if it
         is not permissible to continue the arrangement described herein under
         laws, rules or regulations applicable to either party or the Fund, or
         if the Participation Agreement is terminated.

6.       The terms of this arrangement will be held confidential by each party
         except to the extent that either party or its counsel may deem it
         necessary to disclose this arrangement.

7.       This Agreement represents the entire Agreement of the parties on the
         subject matter hereof and it cannot be amended or modified except in
         writing, signed by the parties. 
<PAGE>

         This Agreement may be executed in one or more separate counterparts,
         all of which, when taken together, shall constitute one and the same
         Agreement.


8.       All notices and other communications hereunder shall be given or made
         in writing and shall be delivered personally, or sent by telex,
         telecopier or registered or certified mail, postage prepaid, return
         receipt requested, to the party to whom they are directed at the
         following addresses, or at such other addresses as may be designated by
         notice from such party to the other party.

         To Aetna:

                  Aetna Life Insurance and Annuity Company
                  151 Farmington Avenue
                  Hartford, Connecticut  06156
                  Attention:  Julie E. Rockmore, Counsel

         To OFI:

                  OppenheimerFunds, Inc.
                  2 World Trade Center
                  New York, NY  10048-0203
                  Attention:  Andrew J. Donohue, Executive Vice President
                  & General Counsel

Any notice, demand or other communication given in a manner prescribed in this
Section 8 shall be deemed to have been delivered on receipt.


<PAGE>


IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to
be executed by their authorized officers as of the day and year first above
written.



                             OPPENHEIMERFUNDS, INC.



                             By:________________________________________________

                             Date:______________________________________________


                             AETNA LIFE INSURANCE AND ANNUITY COMPANY



                             By:________________________________________________

                             Date:______________________________________________






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