VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485APOS, 1997-12-16
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As filed with the Securities and Exchange        Registration No. 33-34370*
Commission on December 16, 1997                  Registration No. 811-2512

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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

                       POST-EFFECTIVE AMENDMENT NO. 32 TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                and Amendment to

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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

     Variable Annuity Account B of Aetna Life Insurance and Annuity Company

                    Aetna Life Insurance and Annuity Company

            151 Farmington Avenue, RE4A, Hartford, Connecticut 06156

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

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

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

It is proposed that this filing will become effective:

      [X]  60 days after filing pursuant to paragraph (a)(1) of Rule 485
      [ ]  on _______________________ pursuant to paragraph (a)(1) of Rule 485

*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

                                                         LOCATION -
FORM N-4                                   PROSPECTUS DATED NOVEMBER 28, 1997,
ITEM NO.           PART A (PROSPECTUS)      AND AS AMENDED FEBRUARY 16, 1998

   1    Cover Page.............................  Cover Page, and as amended

   2    Definitions............................  Definitions, and as amended

   3    Synopsis...............................  Prospectus Summary, and as
                                                 amended; Fee Table, and as
                                                 amended

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

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

   6    Deductions and Expenses................  Charges and Deductions, and as
                                                 amended; Distribution

   7    General Description of Variable
        Annuity Contracts......................  Purchase, and as amended;
                                                 Miscellaneous

   8    Annuity Period.........................  Annuity Period, and as amended

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

   10   Purchases and Contract Value...........  Purchase, and as amended;
                                                 Contract Valuation, and as
                                                 amended

   11   Redemptions............................  Right to Cancel; Withdrawals,
                                                 and as amended

   12   Taxes..................................  Tax Status, and as amended

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

   14   Table of Contents of the Statement       Contents of the Statement of
        of Additional Information..............  Additional Information


<PAGE>

                                                        LOCATION -
FORM N-4         PART B (STATEMENT OF       STATEMENT OF ADDITIONAL INFORMATION
ITEM NO.        ADDITIONAL INFORMATION)          DATED FEBRUARY 16, 1998

   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

                          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>




                                  PARTS A AND B

The Prospectus is incorporated into Part A of this Post-Effective Amendment No.
32 by reference to Post-Effective Amendment No. 31 to the Registration Statement
on Form N-4 (File No. 33-34370), as filed electronically on November 26, 1997
(Accession No. 0000950146-97-001802). A Supplement dated February 16, 1998 to
the Prospectus is included in this Post-Effective Amendment No. 32. The
Statement of Additional Information is included in Part B of this Post-Effective
Amendment No. 32.

<PAGE>

                        Supplement dated February 16, 1998
                      to Prospectus Dated November 28, 1997
                    Aetna Life Insurance and Annuity Company
                           Variable Annuity Account B
                               Aetna Marathon Plus


The prospectus dated May 1, 1997 and amended on November 28, 1997, is amended as
follows:

1.  The cover page is amended to:

 a. Add references to "Roth IRAs" and Section 408A of the Internal Revenue Code,
    subject to approval by state regulatory agencies, in (2) of the opening
    paragraph.

 b. Add "In most states," to the beginning of the second paragraph. Add the
    following sentence after the first sentence: "In certain states, Purchase
    Payments may be allocated to the Fixed Account when the Guaranteed Account
    is not available."

 c. Add the following sentence in the paragraph following the list of
    investment options: "The Fixed Account is described in a separate Appendix
    to this Prospectus."

 d. The name of Calvert Responsibly Invested Balanced Portfolio is changed
    to Calvert Social Balanced Portfolio.

2.  The definitions listed below are added or amended to describe a Contract
    offered as a Roth IRA or to describe a Fixed Account.

    Contract Year: The number of completed years since the date of the first
    payment under an individual Contract or to an Account under a group
    Contract.

    Fixed Account: A fixed interest option available in certain states which is
    described in an Appendix to this Prospectus. Amounts allocated to the Fixed
    Account are included in the Account Value.

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

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

    Roth IRA: An Individual Retirement Annuity intended to qualify under Code
    Section 408A.

3.  The Prospectus Summary is amended as follows:

    a. Contracts Offered is amended to add "including Roth IRAs" after
       "("IRAs")" in (2) of paragraph one:

    b. Free Look Period is amended to add the following sentence at the end of
       the paragraph:

       If the Purchase Payment to a Roth IRA is a rollover from a contract
       issued by the Company or an affiliate where the deferred sales charge
       was eliminated or reduced to facilitate the rollover to this Contract,
       the Purchase Payment will be restored to the contract from which it
       came.

    c. Investment Options is amended to add "or Fixed Account" after "Guaranteed
       Account" in the first paragraph. A third paragraph is added to read: "The
       Fixed Account is an option available under the Contract which allows you
       to earn a fixed rate of interest. (See the Appendix to this Prospectus.)"

    d. Transfers is amended to add "or Fixed Account" after "Guaranteed Account"
       in the first sentence. In the second paragraph, the following sentence is
       added after the second sentence: "In a Contract with a Fixed Account, the
       Fixed Account is only available for dollar cost averaging from the Fixed
       Account to the other investment options over a period not to exceed 12
       months."

    e. Taxes is amended to read as follows:

    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. Special rules apply to
    distributions from a Roth IRA. (See "Tax Status.")
<PAGE>

4.  The section entitled "Fee Table" is amended to add the following information
    applicable to Roth IRAs:

    CONTRACT HOLDER TRANSACTION EXPENSES

    Deferred Sales Charge for withdrawals under each Contract (as a percentage
    of each Purchase Payment withdrawn). If the Purchase Payment is a rollover
    from another contract issued by the Company or an affiliate where the
    deferred sales charge has been waived, the deferred sales charge is based on
    the number of completed Contract Years since the date of the initial payment
    to the predecessor contract. The Company reserves the right to not accept
    any rollover contribution to an existing Contract.

    Completed Contract Years

<TABLE>
<S>                               <C>
    Less than 1                       5%
    1 or more but less than 2         4%
    2 or more but less than 3         3%
    3 or more but less than 4         2%
    4 or more but less than 5         1%
    5 or more                         0%
    Annual Maintenance Fee(1)     $30.00
    Transfer Charge(2)            $ 0.00
</TABLE>

    SEPARATE ACCOUNT ANNUAL EXPENSES

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

<TABLE>
<S>                                                 <C>
    During the Accumulation Period
      Mortality and Expense Risk Charge  ......     1.10%(3)
      Administrative Charge  ..................     0.15%
      Total Subaccount Annual Expenses   ......     1.25%
    During the Annuity Period
      Mortality and Expense Risk Charge  ......     1.25%
      Administrative Charge  ..................     0.00%(4)
      Total Subaccount Annual Expenses   ......     1.25%
</TABLE>

- ----------
1) The maintenance fee, if applicable, will generally be deducted from each
   Account annually and if the full Account Value is withdrawn. The maintenance
   fee is waived when the Account Value is $50,000 or more on the date the
   maintenance fee is due. The amount shown is the maximum maintenance fee that
   can be deducted under the Contract.
2) During the Accumulation Period we currently allow an unlimited number of
   transfers without charge. However, we reserve the right to impose a fee of
   $10 for each transfer in excess of 12 per year.
3) Under certain Contracts the mortality and expense risk charge during the
   Accumulation Period may be reduced. See "Charges and Deductions" in the
   prospectus.
4) We currently do not impose an Administrative Charge during the Annuity
   Period. However, we reserve the right to deduct a daily charge of not more
   than 0.25% per year from the Subaccounts.


    ANNUAL EXPENSES OF THE FUNDS--Please refer to Fee Table--2 of the
    Prospectus.

    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 MAYBE MORE OR LESS THAN THOSE SHOWN BELOW.

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

<PAGE>

<TABLE>
<CAPTION>
                                                         EXAMPLE A                               EXAMPLE B                  
                                            If you withdraw the entire Account            If you do not withdraw the
                                          Value at the end of the periods shown,   Account Value, or if you annuitize at 
                                           you would pay the following expenses,  the end of the periods shown, you would
                                             including any applicable deferred         pay the following expenses (no   
                                                       sales charge:              deferred sales charge is reflected)(1):
                                           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 Income 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
Calvert Social Balanced Portfolio 
(formerly Calvert Responsibly Invested 
Balanced Portfolio)
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 Contrafund Portfolio
Fidelity VIP II Index 500 Portfolio
Janus Aspen Aggressive Growth Portfolio
Janus Aspen Balanced Portfolio
Janus Aspen Flexible Income Portfolio
Janus Aspen Growth Portfolio
Janus Aspen Worldwide Growth Portfolio
MFS Total Return Series
MFS World Governments Series
Oppenheimer Capital Appreciation Fund
Oppenheimer Global Securities Fund
Oppenheimer Growth & Income Fund
Oppenheimer Strategic Bond Fund
Portfolio Partners MFS Emerging Equities
Portfolio
Portfolio Partners MFS Research Growth
Portfolio
Portfolio Partners MFS Value Equity
Portfolio
Portfolio Partners Scudder International
Growth Portfolio
Portfolio Partners T. Rowe Price Growth
Equity Portfolio
</TABLE>

- ----------
(1)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)

<PAGE>

 5. The Funds section of Investment Options on page 1 of the Prospectus is
    amended to add ", or an investment in the Fixed Account in Contracts where
    the Guaranteed Account is not available," after the word "duration" in the
    last sentence of the first paragraph.

 6. A new section "Fixed Account" is added after Credited Interest Option on
    page 5 of the Prospectus. It reads:
    "Fixed Account
    In certain states, Purchase Payments may be allocated to the Fixed Account.
    Through the Fixed Account we guarantee to pay the minimum interest rate
    specified in the Contract. (See the Appendix)."

 7. The Purchase section of the Prospectus on page 5 is amended to add
    "including Roth IRAs" after "Annuities" in the first sentence and to add the
    following to the end of the first paragraph:

    A Roth IRA Contract is a special form of IRA which can accept nondeductible
    annual contributions. Contributions to a Simplified Employee Pension Plan
    ("SEP") are not permitted in a Roth IRA Contract. The Roth IRA Contract can
    also accept transfers and rollovers, but only from an Individual Retirement
    Annuity/Individual Retirement Account, subject to ordinary income tax, or
    from another Roth IRA. If the Purchase Payment to a Roth IRA is a rollover
    from a contract issued by the Company or an affiliate where the deferred
    sales charge was eliminated or reduced and the Contract is canceled during
    the free look period, the Purchase Payment will be restored to the
    predecessor contract.

 8. Add the following sentence to the end of Individual Contracts on page 5:

    "However, if the Purchase Payment to a Roth IRA is a rollover from a
    contract issued by the Company or an affiliate where the deferred sales
    charge was eliminated or reduced and the Contract is canceled during the
    free look period, the Purchase Payment will be restored to the predecessor
    contract."

 9. Add "or Fixed Account" after "Guaranteed Account" in Allocation of Purchase
    Payments on page 6.

10. In Mortality and Expense Risk Charge on page 6, add the following sentence
    after the second sentence:

    "If the Contract is issued as a Roth IRA, the mortality and expense risk
    charge is equal, on an annual basis, to 1.10% of the daily net assets of the
    Subaccounts."

11. The first two paragraphs under Deferred Sales Charge on page 8 are replaced
    with the following:

    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 or Fixed
    Account and, except for Roth IRAs, is based on the number of years which
    have elapsed since the Purchase Payment was made. The deferred sales charge
    on withdrawals from a Roth IRA is based on the number of years which have
    elapsed from the Account effective date. 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. If the Purchase Payment is a rollover from another
    contract issued by the Company or an affiliate where the deferred sales
    charge has been waived, the deferred sales charge is based on the number of
    completed Contract Years since the date of the initial payment to the
    predecessor contract. The Company reserves the right to not accept any
    rollover contribution to an existing Contract.

    Withdrawals are taken first against Purchase Payments, then against any
    increase in value. However, the deferred sales charge only applies to the
    Purchase Payment (not to any associated changes in value). To satisfy a
    partial withdrawal, the deferred sales charge is calculated as if the
    Purchase Payments are withdrawn from the Subaccounts in the same order they
    were applied to the Account. Partial withdrawals from the Guaranteed Account
    or the Fixed Account will be treated as described in the Appendices attached
    to this Prospectus 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.

<PAGE>

    The following table applies to Roth IRA Contracts, including those issued in
    New York.

<TABLE>
<CAPTION>
                                Deferred Sales
Completed Contract Years        Charge Deduction
<S>                             <C>
  Less than 1                   5%
  1 or more but less than 2     4%
  2 or more but less than 3     3%
  3 or more but less than 4     2%
  4 or more but less than 5     1%
  5 or more                     0%
</TABLE>

12. Deferred Sales Charge, page 8. In addition to the list of circumstances
    where a deferred sales charge will not be deducted, a deferred sales charge
    will not be deducted if the withdrawal is applied as a rollover to certain
    Roth Individual Retirement Annuities issued by the Company or an affiliate.

13. In Account Value on page 9, add "or the Fixed Account" to the end of the
    paragraph.

14. In Transfers on page 10 add as the third sentence to the first paragraph:

    "Transfers may be made from the Fixed Account to any of the investment
    options available subject to certain restrictions. Amounts may not be
    transferred into the Fixed Account from any of the investment options."

15. In Dollar Cost Averaging on page 10, add "or Fixed Account" after
    "Guaranteed Term" in the third sentence. Add as the next to the last
    sentence in the first paragraph: "If Dollar Cost Averaging is stopped with
    regard to amounts in the Fixed Account, the remaining balance in the Fixed
    Account will be transferred to the Aetna Variable Encore Fund Subaccount (a
    money market fund)."

16. Add the following to the end of the first paragraph under Withdrawals on
    page 10:

    Roth IRAs provide for a tax-free withdrawal of all assets in the Contract,
    both contributions and earnings, provided the withdrawal is not made within
    the 5-taxable year period beginning with the first tax year for which a
    contribution was made, and the distribution is made after attainment of age
    59-1/2, or on account of death or disability, or for a qualified first-time
    home purchase.

    Also add "or Fixed Account" after "Guaranteed Account" in the third
    paragraph.

17. Under Systematic Distribution Option add the following:

    "ECO" is not available under the Roth IRA Contract."

18. Under Annuity Period on page 14, add the following:

    For Roth IRAs, the minimum distribution rules do not apply prior to your
    death. You are not required to begin taking minimum annual distributions by
    April 1 of the calendar year following the calendar year in which you attain
    age 70-1/2. The general rule that annuity payments may not extend beyond
    your life/life expectancy or beyond the joint lives/joint life expectancies
    of you and your beneficiaries does not apply to a Roth IRA. The minimum
    distribution rules which apply to the beneficiary at your death and which
    are described in the Prospectus continue to apply. The rules differ
    depending on whether you die after distributions have begun.

19. Under Individual Retirement Annuities and Simplified Employee Pension Plans
    on page 22, add the following:

    Section 408A of the Code permits eligible individuals to contribute to a
    Roth IRA on an after-tax (nondeductible) basis.

    Distributions from other types of qualified plans are not permitted to be
    transferred or rolled over to a Roth IRA. A Roth IRA can accept
    transfers/rollovers only from an IRA, subject to ordinary income tax, or
    from another Roth IRA.

20. Under Withdrawals on page 19, add the following:

    Any "qualified" distribution from a Roth IRA is not includible in gross
    income. A "qualified" distribution is any distribution made after you have
    attained age 59-1/2, or on account of your death or disability, or for a
    qualified first-time home purchase. A distribution will not be treated as
    "qualified" if it is made within the 5-taxable year period beginning with
    the first taxable year for which a contribution was made. If a distribution
    is not "qualified",
<PAGE>

    the accumulated earnings are includible in income. The 10% premature
    distribution penalty will apply to the taxable portion of the distribution
    unless one of the exceptions under the Code applies. (See Section 21 of this
    Supplement.) A partial distribution will first be treated as a return of
    cost basis (i.e. aggregate amount of contributions.)

    For Roth IRAs the minimum distribution rules do not apply prior to your
    death. (See "Annuity Period" above.)

21. Under Penalty Tax on page 19, replace the language in the fourth paragraph
    with the following:

    In general, except for (d), the same exceptions described in the preceding
    paragraph will apply to distributions made from an Individual Retirement
    Annuity, including a distribution from a Roth IRA that is not a "qualified
    distribution" or a rollover to a Roth IRA that is not a "qualified rollover"
    contribution. Beginning January 1, 1997, the penalty tax is also waived on
    distributions made from an IRA to pay for health insurance premiums for
    certain unemployed individuals. Beginning January 1, 1998, the penalty tax
    is waived if the amounts withdrawn are used for a qualified first-time home
    purchase or for higher education expenses.
<PAGE>

                                    APPENDIX
                                  FIXED ACCOUNT


The Fixed Account is an investment option available during the Accumulation
Period under the Contracts. The following summarizes material information
concerning the Fixed Account that is offered as an option under the Contract.
Additional information may be found in your Contract. Amounts allocated to the
Fixed Account are held in the Company's general account that supports insurance
and annuity obligations. Interests in the Fixed Account have not been registered
with the SEC in reliance on exemptions under the Securities Act of 1933, as
amended. Disclosure in this prospectus regarding the Fixed Account, however, may
be subject to certain generally applicable provisions of the federal securities
laws relating to the accuracy and completeness of the statements. Disclosure in
this Appendix regarding the Fixed Account has not been reviewed by the SEC.

Fixed Account

Amounts allocated to this option will earn the minimum guaranteed interest rate
specified in the Contract. The Company may credit a higher interest rate from
time to time. The Company's determination of interest rates reflects the
investment income earned on invested assets and the amortization of any capital
gains and/or losses realized on the sale of invested assets. Under this option,
the Company assumes the risk of investment gain or loss by guaranteeing Net
Purchase Payment values and promising a minimum interest rate and Annuity
payment.

Amounts applied to the Fixed Account will earn the interest rate declared on the
date the Purchase Payment is received in good order at the Company's Home
Office. The Fixed Account is only available in certain states. If a withdrawal
is made from the Fixed Account, a deferred sales charge may apply. Amounts
allocated to the Fixed Account will count as an option for purposes of the 18
investment option limit. (See the Contract Prospectus).

Dollar Cost Averaging

Amounts invested in the Fixed Account must be transferred into the other
investment options available under the Contract over a period not to exceed 12
months under the Dollar Cost Averaging Program. In the event a Certificate
Holder discontinues dollar cost averaging, the remaining balance in the Fixed
Account will be transferred into the Aetna Variable Encore Fund Subaccount (a
money market fund) unless directed otherwise.

Mortality and Expense Risk Charges

The Fixed Account will reflect a compound interest rate credited by the Company.
The interest rate quoted is an annual effective yield. The Company makes no
deductions from the credited interest rate for mortality and expense risks;
these risks are considered in determining the credited rate.

Transfers Among Investment Options

Transfers from the Fixed Account to any other available investment option under
the Contract are allowed in each calendar year during the Accumulation Period.
The amount which may be transferred may vary at the Company's discretion;
however, it will never be less than 10% of the amount held under the Fixed
Account.

By giving notice to the Company at its Home Office at least 30 days before
Annuity payments begin, the Certificate Holder may elect to have amounts which
have accumulated under the Fixed Account transferred to one or more of the
investment options available during the Annuity Period to provide Annuity
payments.

Under certain emergency conditions, we may defer payment of a Fixed Account
withdrawal value (a) for a period of up to six months, or (b) as allowed by
federal law.

Condensed Financial Information--Page AUV History--1 through AUV History--4

The following information supplements the Condensed Financial Information Table
to reflect condensed financial information for investment options available as
of September 30, 1997. Not all investment options shown here are currently
available.

[Actual condensed financial information to be provided in a 485(b) filing]

<PAGE>

- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT B
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------
   
           Statement of Additional Information dated February 16, 1998
    
                                  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 November 28, 1997 and as supplemented on February 16,
1998.
    
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.....................................................  10
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
$30.1 billion invested through its products, including $15.0 billion in its
separate accounts (of which the Company oversees the management of $10.5
billion) and $1.1 billion in its mutual funds offered outside of its separate
accounts. As of December 31, 1995, it ranked among the top 2% of all U.S. life
insurance companies based on assets. 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. Purchase Payments made under the Contract may be
allocated to one or more of the Subaccounts. Each Subaccount invests in the
shares of only one of the Funds listed below. 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 Marathon Plus Contract are as follows:

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

The Funds currently available under the New York Growth Plus Contract are as
follows:
<TABLE>
   <S>                                                 <C>
   Federated American Leaders Fund II                  Federated High Income Bond Fund II
   Federated Equity Income Fund II                     Federated International Equity Fund II
   Federated Fund for U.S. Government Securities II    Federated Prime Money Fund II
   Federated Growth Strategies Fund II                 Federated Utility 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 use the actual returns of the Fund since the
date the Fund was first available under the Separate Account and then adjust
them to reflect the deduction of all recurring charges under the Contracts
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 total return figures shown
below may be different from the actual historical total return under your
Contract because for periods prior to 1994, the Subaccount's investment
performance reflected the investment performance of the underlying Fund plus any
cash held by the Subaccount.

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 and may include returns calculated from the
Fund's inception date and/or the date the Fund was added to the Separate
Account.
    

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 September
30, 1997 for the Subaccounts available under the Separate Account as of
September 30, 1997 (not all such Funds are currently available). 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 the date the Fund was first added to the Separate Account (in the
case of standardized performance) or the Fund's inception date (in the case of
nonstandardized performance). (Percentages reflecting partial periods are
denoted with an asterisk.)
    


                                      -4-
<PAGE>
   
<TABLE>
<CAPTION>
                                                                   TABLE A


                                         -------------------------------------------------------------------------------------------
                                                                        DATE
                                                                        FUND
                                                                        ADDED TO                                             FUND
                                                                        SEPARATE                                           INCEPTION
         ($30 MAINTENANCE FEE)               STANDARDIZED               ACCOUNT          NON-STANDARDIZED                    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>      <C>
 Aetna Variable Fund                                                                                                        05/01/75
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Income Shares                                                                                                        05/15/73
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Encore Fund                                                                                                 08/01/75
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Investment Advisers Fund, Inc.                                                                                       04/03/89
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Ascent Variable Portfolio                                                                                            07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Crossroads Variable Portfolio                                                                                        07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Legacy Variable Portfolio                                                                                            07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Aetna Variable Index Plus Portfolio                                                                                        09/16/96
- ------------------------------------------------------------------------------------------------------------------------------------
 Alger American Balanced Portfolio                                                                                          09/05/89
- ------------------------------------------------------------------------------------------------------------------------------------
 Alger American Growth Portfolio                                                                                            01/09/89
- ------------------------------------------------------------------------------------------------------------------------------------
 Alger American Income and Growth
   Portfolio                                                                                                                11/15/88
- ------------------------------------------------------------------------------------------------------------------------------------
 Alger American Leveraged AllCap
   Portfolio                                                                                                                01/25/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Alger American MidCap Growth Portfolio                                                                                     05/03/93
- ------------------------------------------------------------------------------------------------------------------------------------
 Alger American Small Capitalization
   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
- ------------------------------------------------------------------------------------------------------------------------------------
 Calvert Social Balanced Portfolio                                                                                          09/02/86
- ------------------------------------------------------------------------------------------------------------------------------------
 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                                                                                       10/09/86
- ------------------------------------------------------------------------------------------------------------------------------------



                                      -5-
<PAGE>




                                         -------------------------------------------------------------------------------------------
                                                                    DATE
                                                                    FUND
                                                                    ADDED TO                                                FUND
                                                                    SEPARATE                                              INCEPTION
         ($30 MAINTENANCE FEE)               STANDARDIZED           ACCOUNT              NON-STANDARDIZED                   DATE
- ------------------------------------------------------------------------------------------------------------------------------------
               SUBACCOUNT               1 Year    5 Years    10 Years             1 Year    3 Years    5 Years    10 Years
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP Growth Portfolio                                                                                              10/09/86
- ------------------------------------------------------------------------------------------------------------------------------------
 Fidelity VIP High Income Portfolio                                                                                         09/19/85
- ------------------------------------------------------------------------------------------------------------------------------------
 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.                                                                                      03/30/94
- ------------------------------------------------------------------------------------------------------------------------------------
 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                                                                                                           08/14/96
- ------------------------------------------------------------------------------------------------------------------------------------
 MFS World Governments Series                                                                                               06/14/94
- ------------------------------------------------------------------------------------------------------------------------------------
 Oppenheimer Capital Appreciation Fund                                                                                      08/15/86
- ------------------------------------------------------------------------------------------------------------------------------------
 Oppenheimer Global Securities Fund                                                                                         11/12/90
- ------------------------------------------------------------------------------------------------------------------------------------
 Oppenheimer Growth & Income Fund                                                                                           07/06/95
- ------------------------------------------------------------------------------------------------------------------------------------
 Oppenheimer Strategic Bond Fund                                                                                            05/03/93
- ------------------------------------------------------------------------------------------------------------------------------------
</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>
<CAPTION>
                                                                    TABLE B
                                                   CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK

                                         -------------------------------------------------------------------------------------------
                                                                        DATE
                                                                        FUND
                                                                        ADDED TO                                             FUND
                                                                        SEPARATE                                           INCEPTION
         ($30 MAINTENANCE FEE)               STANDARDIZED               ACCOUNT          NON-STANDARDIZED                    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>      <C>
   Aetna Variable Fund                                                                                                      05/01/75
- ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Income Shares                                                                                                      05/15/73
- ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Variable Encore Fund                                                                                               08/01/75
- ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Investment Advisers Fund, Inc.                                                                                     04/03/89
- ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Ascent Variable Portfolio                                                                                          07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Crossroads Variable Portfolio                                                                                      07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Legacy Variable Portfolio                                                                                          07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
   Aetna Variable Index Plus Portfolio                                                                                      09/16/96
- ------------------------------------------------------------------------------------------------------------------------------------
   Alger American Balanced Portfolio                                                                                        09/05/89
- ------------------------------------------------------------------------------------------------------------------------------------
   Alger American Growth Portfolio                                                                                          01/09/89
- ------------------------------------------------------------------------------------------------------------------------------------
   Alger American Income and Growth
     Portfolio                                                                                                              11/15/88
- ------------------------------------------------------------------------------------------------------------------------------------
   Alger American Leveraged AllCap
     Portfolio                                                                                                              01/25/95
- ------------------------------------------------------------------------------------------------------------------------------------
   Alger American MidCap Growth                                                                                             05/03/93
   Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
   Alger American Small Capitalization
     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
- ------------------------------------------------------------------------------------------------------------------------------------
   Calvert Social Balanced Portfolio                                                                                        09/02/86
- ------------------------------------------------------------------------------------------------------------------------------------
   Federated Fund for U.S. Government
     Securities II                                                                                                          03/28/94
- ------------------------------------------------------------------------------------------------------------------------------------
   Federated Growth Strategies Fund II                                                                                      10/02/95
- ------------------------------------------------------------------------------------------------------------------------------------
   Federated High Income Bond Fund II                                                                                       03/01/94
- ------------------------------------------------------------------------------------------------------------------------------------
   Federated International Equity Fund II                                                                                   05/08/95
 -----------------------------------------------------------------------------------------------------------------------------------
   Federated Prime Money Fund II                                                                                            11/18/94
- ------------------------------------------------------------------------------------------------------------------------------------
   Federated Utility Fund II                                                                                                02/10/94
- ------------------------------------------------------------------------------------------------------------------------------------


                                      -7-
<PAGE>


- ------------------------------------------------------------------------------------------------------------------------------------
                                                                        DATE
                                                                        FUND
                                                                        ADDED TO                                             FUND
                                                                        SEPARATE                                           INCEPTION
         ($30 MAINTENANCE FEE)               STANDARDIZED               ACCOUNT          NON-STANDARDIZED                    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>      <C>
   Fidelity VIP Equity-Income Portfolio                                                                                     10/09/86
- ------------------------------------------------------------------------------------------------------------------------------------
   Fidelity VIP Growth Portfolio                                                                                            10/09/86
- ------------------------------------------------------------------------------------------------------------------------------------
   Fidelity VIP High Income Portfolio                                                                                       09/19/85
- ------------------------------------------------------------------------------------------------------------------------------------
   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.                                                                                    03/30/94
- ------------------------------------------------------------------------------------------------------------------------------------
   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                                                                                                         08/14/96
- ------------------------------------------------------------------------------------------------------------------------------------
   MFS World Governments Series                                                                                             06/14/94
- ------------------------------------------------------------------------------------------------------------------------------------
   Oppenheimer Capital Appreciation Fund                                                                                    08/15/86
- ------------------------------------------------------------------------------------------------------------------------------------
   Oppenheimer Global Securities Fund                                                                                       11/12/90
- ------------------------------------------------------------------------------------------------------------------------------------
   Oppenheimer Growth & Income Fund                                                                                         07/06/95
- ------------------------------------------------------------------------------------------------------------------------------------
   Oppenheimer Strategic Bond Fund                                                                                          05/03/93
- ------------------------------------------------------------------------------------------------------------------------------------
</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

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

                            To Be Filed By Amendment

<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

                  - Statements of Operations and Changes in Net Assets for the
                    years ended December 31, 1996 and 1995
   
                  - Notes to Financial Statements

                  - Unaudited Statement of Assets and Liabilities as of
                    September 30, 1997

                  - Unaudited Statements of Operations for the nine-month
                    periods ended September 30, 1997 and 1996

                  - Unaudited Statement of Changes in Net Assets for the nine-
                    month period ended September 30, 1997

                  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

                  - Unaudited Consolidated Balance Sheets as of September 30,
                    1997

                  - Unaudited Consolidated Statements of Income for the three-
                    and nine-month periods ended September 30, 1997 and 1996

                  - Unaudited Consolidated Statements of changes in
                    Shareholder's Equity for the nine-month periods ended
                    September 30, 1997 and 1996

                  - Unaudited Consolidated Statements of Cash Flows for the
                    nine-month periods ended September 30, 1997 and 1996

                  - Condensed Notes to Consolidated Financial Statements
    
*To be filed by Amendment

(b)  Exhibits

     (1)    Resolution of the Board of Directors of Aetna Life Insurance and
            Annuity Company establishing Variable Annuity Account B(1)

<PAGE>
   
     (2)    Not applicable

     (3.1)  Selling Agreement(2)

     (3.2)  Alternative Form of Wholesaling Agreement and Related Selling
            Agreement(3)

     (3.3)  Federated Broker Dealer Agreement (9/2/94)(4)

     (4.1)  Variable Annuity Contract G-CDA-97(NY)

     (4.2)  Variable Annuity Contract Certificate GMCC-97(NY) to Contract
            G-CDA-97(NY)

     (4.3)  Variable Annuity Contract G-MP1(5/97)(5)

     (4.4)  Variable Annuity Contract Certificate MP1CERT(5/97)(5)

     (4.5)  Variable Annuity Contract I-MP1(5/97)(5)

     (4.6)  Variable Annuity Contract G-MP1(5/96)(6)

     (4.7)  Variable Annuity Contract Certificate MP1CERT(5/96)(6)

     (4.8)  Variable Annuity Contract I-MP1(5/96)(6)

     (4.9)  Variable Annuity Contract G-CDA-96(NY)(6)

     (4.10) Variable Annuity Contract Certificate GMCC-96(NY)(6)


     (4.11) Variable Annuity Contracts and Certificates G-CDA-IC(NQ),
            G-CDA-IC(IR), I-CDA-IC(NQ/MP), I-CDA-IC(IR/MP), GMCC-IC(NQ)(7)


     (4.12) Variable Annuity Contracts and Certificates G-CDA-IC(IR/NY),
            GMCC-IC(IR/NY), G-CDA-IC(NQ/NY), and GMCC-IC(NQ/NY)(8)


     (4.13) Endorsements MP1IRA(5/97) and I-MP1IRA(5/97) to Contract G-MP1(5/96)
            and Certificate MP1CERT(5/96)(6)

     (4.14) Endorsements MP1QP(5/97) and I-MP1QP(5/97) to Contract G-MP1(5/96)
            and Certificate MP1CERT(5/96)(6)

     (4.15) Endorsements MP1TDA(5/97) and I-MP1TDA(5/97) to Contract G-MP1(5/96)
            and Certificate MP1CERT(5/96)(6)

     (4.16) Endorsements MP1DC(5/97) and I-MP1DC(5/97) to Contract G-MP1(5/96)
            and Certificate MP1CERT(5/96)(6)

     (4.17) Endorsement G-MP1IRA(11/96) to Contract G-CDA-96(NY) and Certificate
            GMCC-96(NY)(6)

     (4.18) Endorsements MP1END(5/97) and I-MP1END (5/97) to Contract GMP1(5/96)
            and Certificate MP1CERT(5/96)(6)

     (4.19) Endorsement MP1END(9/97) to Contract G-MP1(5/96) and Certificate
            MP1CERT(5/96)(5)

     (4.20) Endorsement I-MP1END(9/97) to Contract I-MP1(5/96)(5)

     (4.21) Endorsement E1-MPROTH-97 to Contract G-MP1 (5/97)

     (4.22) Endorsement EI1MPROTH-97 to Contract I-MP1 (5/97)

     (4.23) Endorsement MP1IRA (11/97) to Contract G-MP1 (5/97)

     (4.24) Endorsement I-MP1IRA (11/97) to Contract I-MP1 (5/97)

     (4.25) Contract Schedule I Accumulation Period (G-MP1 (11/97)-5) to Group
            Contract (G-MP1 (5/97))

     (4.26) Contract Schedule I Accumulation Period (I-MP1 (11/97)-5) to
            Individual Contract (I-MP1 (5/97))

     (5.1)  Variable Annuity Contract Application (300-MAR-IB)(9)

     (5.2)  Variable Annuity Contract Application (710.6.13)(9)

     (5.3)  Variable Annuity Contract Application MPAPPNY (1/96)

     (6.1)  Certificate of Incorporation of Aetna Life Insurance and Annuity
            Company(10)

     (6.2)  Amendment of Certificate of Incorporation of Aetna Life Insurance
            and Annuity Company(11)

     (6.3)  By-Laws, as amended September 17, 1997, of Aetna Life Insurance and
            Annuity Company((2)
    
<PAGE>

     (7)    Not applicable
   
     (8.1)  Fund Participation Agreement (Amended and Restated) between Aetna
            Life Insurance and Annuity Company, Alger American Fund and Fred
            Alger Management, Inc. dated as of March 31, 1995(3)

     (8.2)  Fund Participation Agreement between Aetna Life Insurance and
            Annuity Company and Calvert Asset Management Company Inc. (Calvert
            Responsibly Invested Balanced Portfolio, formerly Calvert Socially
            Responsible Series) dated March 13, 1989 and amended December 27,
            1993(3)

     (8.3)  Second Amendment dated January 1, 1996 to Fund Participation
            Agreement between Aetna Life Insurance and Annuity Company and
            Calvert Asset Management Company Inc. (Calvert Responsibly Invested
            Balanced Portfolio, formerly Calvert Socially Responsible Series)
            dated March 13, 1989 and amended December 27, 1993(13)

     (8.4)  Third Amendment dated February 11, 1997 to Fund Participation
            Agreement between Aetna Life Insurance and Annuity Company and
            Calvert Asset Management Company Inc. (Calvert Responsibly Invested
            Balanced Portfolio, formerly Calvert Socially Responsible Series)
            dated March 13, 1989 and amended December 27, 1993 and January 1,
            1996(14)

     (8.5)  Fourth Amendment dated February 28, 1997 to Fund Participation
            Agreement between Aetna Life Insurance and Annuity Company and
            Calvert Asset Management Company Inc. (Calvert Responsibly Invested
            Balanced Portfolio, formerly Calvert Socially Responsible Series)
            dated March 13, 1989 and amended December 27, 1993, January 1, 1996,
            and February 11, 1997(15)

     (8.6)  Fund Participation Agreement by and among Aetna Life Insurance and
            Annuity Company, Insurance Management Series and Federated Advisors
            dated July 1, 1994(16)

     (8.7)  Fund Participation Agreements between Aetna Life Insurance and
            Annuity Company, Variable Insurance Products Fund and Fidelity
            Distributors Corporation dated February 1, 1994 and amended on
            December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996
            and March 1, 1996(11)

     (8.8)  Fifth Amendment, dated as of May 1, 1997, to the Fund Participation
            Agreement between Aetna Life Insurance and Annuity Company, Variable
            Insurance Products Fund and Fidelity Distributors Corporation dated
            February 1, 1994 and amended on December 15, 1994, February 1, 1995,
            May 1, 1995, January 1, 1996 and March 1, 1996(5)

     (8.9)  Fund Participation Agreement between Aetna Life Insurance and
            Annuity Company, Variable Insurance Products Fund II and Fidelity
            Distributors Corporation dated February 1, 1994 and amended on
            December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996
            and March 1, 1996(1))

     (8.10) Fifth Amendment, dated as of May 1, 1997, to the Fund Participation
            Agreement between Aetna Life Insurance and Annuity Company, Variable
            Insurance Products Fund II and Fidelity Distributors Corporation
            dated February 1, 1994 and amended on December 15, 1994, February 1,
            1995, May 1, 1995, January 1, 1996 and March 1, 1996(5)
    
<PAGE>
   
     (8.11) Service Agreement between Aetna Life Insurance and Annuity Company
            and Fidelity Investments Institutional Operations Company dated as
            of November 1, 1995(13)

     (8.12) Amendment dated January 1, 1997 to Service Agreement between Aetna
            Life Insurance and Annuity Company and Fidelity Investments
            Institutional Operations Company dated as of November 1, 1995(5)

     (8.13) Fund Participation Agreement between Aetna Life Insurance and
            Annuity Company and Janus Aspen Series dated April 19, 1994, and
            amended June 15, 1994, July 31, 1995 and March 1, 1996(5)

     (8.14) Fund Participation Agreement between Aetna Life Insurance and
            Annuity Company and Lexington Management Corporation regarding
            Natural Resources Trust dated December 1, 1988 and amended February
            11, 1991(3)

     (8.15) Fund Participation Agreement between Aetna Life Insurance and
            Annuity Company, Lexington Emerging Markets Fund, Inc. and Lexington
            Management Corporation (its investment advisor) dated April 28,
            1994(2)

     (8.16) Fund Participation Agreement among MFS Variable Insurance Trust,
            Aetna Life Insurance and Annuity Company and Massachusetts Financial
            Services Company dated April 30, 1996(6)

     (8.17) First Amendment dated September 3,1996 to Fund Participation
            Agreement among MFS Variable Insurance Trust, Aetna Life Insurance
            and Annuity Company and Massachusetts Financial Services Company
            dated April 30, 1996(17)

     (8.18) Second Amendment dated March 14, 1997 to Fund Participation
            Agreement among MFS Variable Insurance Trust, Aetna Life Insurance
            and Annuity Company and Massachusetts Financial Services Company
            dated April 30, 1996(16)

     (8.19) Fund Participation Agreement between Aetna Life Insurance and
            Annuity Company and Oppenheimer Variable Annuity Account Funds and
            Oppenheimer Funds, Inc. dated March 11, 1997(16)

     (8.20) Service Agreement between Oppenheimer Funds, Inc. and Aetna Life
            Insurance and Annuity Company dated March 11, 1997(16)

     (8.21) Fund Participation Agreement between Aetna Life Insurance and
            Annuity Company, Investors Research Corporation and TCI Portfolios,
            Inc. dated July 29, 1992 and amended December 22, 1992 and June 1,
            1994(3)

     (8.22) Administrative Service Agreement between Aetna Life Insurance and
            Annuity Company and Agency, Inc.(2)

     (9)    Opinion and Consent of Counsel

    (10)    Consent of Independent Auditors*

    (11)    Not applicable

    (12)    Not applicable

    (13)    Schedule for Computation of Performance Data(17)
    

<PAGE>

    (14)    Not applicable

    (15.1)  Powers of Attorney(18)

    (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 (Accession No. 0000950146-96-000563).

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 (Accession No. 0000912057-96-006805).

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 (Accession No. 0000912057-96-006383).

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 (Accession No. 0000950109-95-003265).

5.   Incorporated by reference to Post-Effective Amendment No. 30 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on September 29, 1997 (Accession No. 0000950146-97-001485).

6.   Incorporated by reference to Post-Effective Amendment No. 26 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on February 21, 1997 (Accession No. 0000950146-97-000226).

7.   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.

8.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 33-87932), as filed electronically on
     September 19, 1995 (Accession No. 0000950109-95-003821).

9.   Incorporated by reference to Post-Effective Amendment No. 29 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on August 18, 1997 (Accession No. 0000950146-97-001290).

10.  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 (Accession No. 0000950146-96-000534).

11.  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 (Accession No. 0000950146-97-000159).

12.  Incorporated by reference to Post-Effective Amendment No. 12 to
     Registration Statement on Form N-4 (File No. 33-91846), as filed
     electronically on October 30, 1997 (Accession No. 0000950146-97-001589).

<PAGE>

13.  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 (Accession No. 0000928389-96-000136).

14.  Incorporated by reference to Post-Effective Amendment No. 4 to Registration
     Statement on Form N-4 (File No. 333-01107), as filed electronically on
     February 26, 1997 (Accession No. 0000950146-97-000241).

15.  Incorporated by reference to Post-Effective Amendment No. 14 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed
     electronically on July 29, 1997 (Accession No. 0000950146-97-001101).

16.  Incorporated by reference to Post-Effective Amendment No. 27 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on April 16, 1997 (Accession No. 0000950146-97-000617).

17.  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 (Accession No. 0000912057-96-020393).
   
18.  Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
     Statement on Form S-6 (File No. 333-27337), as filed electronically on
     December 9, 1997 (Accession No. 0000950146-97-001872).
    


<PAGE>



Item 25. Directors and Officers of the Depositor

Name and Principal
Business Address*      Positions and Offices with Depositor
- -----------------      ------------------------------------

Thomas J. McInerney    Director and President

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

Christopher J. Burns   Director and Senior Vice President

J. Scott Fox           Director and Senior Vice President

John Y. Kim            Director and Senior Vice President

Shaun P. Mathews       Director and Senior Vice President

Thomas P. Waldron      Director

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 Corporate 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.
31 to the Registration Statement on Form N-4 (File No. 33-34370), as filed
electronically on November 26, 1997 (Accession No. 0000950146-97-001802).

Item 27. Number of Contract Owners

     As of November 30, 1997, there were 60,086 individuals holding interests
in variable annuity contracts funded through Variable Annuity Account B.

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

<PAGE>

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

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

Item 29. Principal Underwriter

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

     (b) See Item 25 regarding the Depositor.



<PAGE>



     (c) Compensation as of December 31, 1996:

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

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

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

Item 30. Location of Accounts and Records

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

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

Item 31. Management Services

     Not applicable

Item 32. Undertakings

     Registrant hereby undertakes:

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

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

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

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

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

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



<PAGE>


                                   SIGNATURES
   
     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and
Annuity Company has duly caused this Post-Effective Amendment 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 16th day of December, 1997.
    
                          VARIABLE ANNUITY ACCOUNT B OF
                          AETNA LIFE INSURANCE AND ANNUITY COMPANY
                            (Registrant)

                   By:    AETNA LIFE INSURANCE AND ANNUITY COMPANY
                            (Depositor)

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

     As required by the Securities Act of 1933, this Post-Effective Amendment
No. 32 to the Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
   
Signature                 Title                                       Date
- ---------                 -----                                       ----

Thomas J. McInerney*      Director and President                  )
- ------------------------- (principal executive officer)           )
Thomas J. McInerney                                               )
                                                                  )
Timothy A. Holt*          Director, Senior Vice President         )
- ------------------------- and Chief Financial Officer             )
Timothy A. Holt                                                   )
                                                                  )
Christopher J. Burns*     Director                                )   December
- -------------------------                                         )
Christopher J. Burns                                              )   16, 1997
                                                                  )
J. Scott Fox*             Director                                )
- -------------------------                                         )
J. Scott Fox                                                      )
                                                                  )
John Y. Kim*              Director                                )
- -------------------------                                         )
John Y. Kim                                                       )
    

<PAGE>




Shaun P. Mathews*          Director                               )
- -------------------------                                         )
Shaun P. Mathews                                                  )
                                                                  )
Thomas P. Waldron*         Director                               )
- -------------------------                                         )
Thomas P. Waldron                                                 )
                                                                  )
Deborah Koltenuk*          Vice President and Treasurer,          )
- -------------------------  Corporate Controller                   )
Deborah Koltenuk                                                  )

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



<PAGE>



                                            VARIABLE ANNUITY ACCOUNT B
                                                   EXHIBIT INDEX

Exhibit No.   Exhibit                                                    Page

99-B.1        Resolution of the Board of Directors of Aetna Life           *
              Insurance and Annuity Company establishing Variable
              Annuity Account B

99-B.3.1      Selling Agreement                                            *

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

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

99-B.4.1      Variable Annuity Contract G-CDA-97(NY)                    ______

99-B.4.2      Variable Annuity Contract Certificate GMCC-97(NY) to      ______
              Contract G-CDA-97(NY)

99-B.4.3      Variable Annuity Contract G-MP1(5/97)                        *

99-B.4.4      Variable Annuity Contract Certificate MP1CERT(5/97)          *

99-B.4.5      Variable Annuity Contract I-MP1(5/97)                        *

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

99-B.4.7      Variable Annuity Contract Certificate MP1CERT(5/96)          *

99-B.4.8      Variable Annuity Contract I-MP1(5/96)                        *

99-B.4.9      Variable Annuity Contract G-CDA-96(NY)                       *

99-B.4.10     Variable Annuity Contract Certificate GMCC-96(NY)            *

99-B.4.11     Variable Annuity Contracts and Certificates                  *
              G-CDA-IC(NQ), G-CDA-IC(IR), I-CDA-IC(NQ/MP),
              I-CDA-IC(IR/MP), GMCC-IC(NQ)

99-B.4.12     Variable Annuity Contracts and Certificates                  *
              G-CDA-IC(IR/NY), GMCC-IC(IR/NY), G-CDA-IC(NQ/NY),
              and GMCC-IC(NQ/NY)

*Incorporated by reference


<PAGE>

   
Exhibit No.   Exhibit                                                    Page

99-B.4.13     Endorsements MP1IRA(5/97) and I-MP1IRA(5/97) to Contract      *
              G-MP1(5/96) and Certificate MP1CERT(5/96)

99-B.4.14     Endorsements MP1QP(5/97) and I-MP1QP(5/97) to Contract        *
              G-MP1(5/96) and Certificate MP1CERT(5/96)

99-B.4.15     Endorsements MP1TDA(5/97) and I-MP1TDA(5/97) to Contract      *
              G-MP1(5/96) and Certificate MP1CERT(5/96)

99-B.4.16     Endorsements MP1DC(5/97) and I-MP1DC(5/97) to Contract        *
              G-MP1(5/96) and Certificate MP1CERT(5/96)

99-B.4.17     Endorsement G-MP1IRA(11/96)) to Contract G-CDA-96(NY)         *
              and Certificate GMCC-96(NY)

99-B.4.18     Endorsements MP1END(5/97) and I-MP1END(5/97) to Contract      *
              GMP1(5/96) and Certificate MP1CERT(5/96)

99-B.4.19     Endorsement MP1END(9/97) to Contract G-MP1(5/96) and          *
              Certificate MP1CERT(5/96)

99-B.4.20     Endorsement I-MP1END(9/97) to Contract I-MP1(5/96)            *

99-B.4.21     Endorsement E1-MPROTH-97 to Contract G-MP1 (5/97)            ___

99-B.4.22     Endorsement EI1MPROTH-97 to Contract I-MP1 (5/97)            ___

99-B.4.23     Endorsement MP1IRA (11/97) to Contract G-MP1 (5/97)          ___

99-B.4.24     Endorsement I-MP1IRA (11/97) to Contract I-MP1 (5/97)        ___

99-B.4.25     Contract Schedule I Accumulation Period (G-MP1 (11/97)-5)    ___
              to Group Contract (G-MP1 (5/97))

99-B.4.26     Contract Schedule I Accumulation Period (I-MP1 (11/97)-5)    ___
              to Individual Contract (I-MP1 (5/97))

99-B.5.1      Variable Annuity Contract Application (300-MAR-IB)            *

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

99-B.5.3      Variable Annuity Contract Application MPAPPNY (1/96)         ___

99-B.6.1      Certificate of Incorporation of Aetna Life Insurance and      *
              Annuity Company

99-B.6.2      Amendment of Certificate of Incorporation of Aetna Life       *
              Insurance and Annuity Company

99-B.6.3      By-Laws, as amended September 17, 1997, of Aetna Life         *
              Insurance and Annuity Company

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

*Incorporated by reference
    

<PAGE>

   
Exhibit No.   Exhibit                                                   Page

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

99-B.8.3      Second Amendment dated January 1, 1996 to Fund                *
              Participation Agreement between Aetna Life Insurance and
              Annuity Company and Calvert Asset Management Company, Inc.
              (Calvert Responsibly Invested Balanced Portfolio,
              formerly Calvert Socially Responsible Series) dated
              March 13, 1989 and amended December 27, 1993

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

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

99-B.8.6      Fund Participation Agreement by and among Aetna Life          *
              Insurance and Annuity Company, Insurance Management
              Series and Federated Advisors dated July 1, 1994

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

*Incorporated by reference
    

<PAGE>

   
Exhibit No.   Exhibit                                                    Page

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

99-B.8.9      Fund Participation Agreement between Aetna Life              *
              Insurance and Annuity * Company, Variable Insurance
              Products Fund II and Fidelity Distributors Corporation
              dated February 1, 1994 and amended on December 15, 1994,
              February 1, 1995, May 1, 1995, January 1, 1996 and
              March 1, 1996

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

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

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

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

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

*Incorporated by reference
    

<PAGE>



Exhibit No.   Exhibit                                                     Page

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

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

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

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

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

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

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

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

99-B.9        Opinion and Consent of Counsel                             ______

99-B.10       Consent of Independent Auditors                              **

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

 *Incorporated by reference

**To be filed by amendment


<PAGE>



Exhibit No.    Exhibit                                                  Page

99-B.15.1     Powers of Attorney                                           *

99-B.15.2     Authorization for Signatures                                 *

27            Financial Data Schedule                                     **

 *Incorporated by reference
**To be filed by Amendment


                              -------------------------------------------------
                              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 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/ Dan Kearney          /s/ Kirk Wickman
                       President                Secretary

             Group Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating

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

G-CDA-97(NY)

<PAGE>



Specifications

- --------------------------------------------------------------------------------
Guaranteed                     There is a guaranteed interest rate
Interest Rate                  for Purchase Payment(s) held in the ALIAC
                               Guaranteed Account (see Contract Schedule I).


- --------------------------------------------------------------------------------
Deductions from                There will be deductions for mortality and
the Separate                   expense risks and administrative fees (see
Account                        Contract  Schedule I and II).

- --------------------------------------------------------------------------------
Deduction from                 Purchase Payment(s) are subject to a deduction
Purchase                       for premium taxes, if any (see 3.01.)
Payment(s)

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

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

READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail, all of the
rights and obligations of both you and Aetna. 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 isdeducted 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%.
Interest Rate
(effective
annual rate
of return):


Separate Account and AG Account
- --------------------------------------------------------------------------------
Minimum Initial Purchase      $5,000 ($1,500 for a qualified plan)
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 Amount:      $500

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.



                                       3
<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:
                                                                Surrender Fee
                                                                as percentage
                              Length of Time from Deposit          (of Net
                              of Net Purchase Payment (Years)  Purchase Payment)

                              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%

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

SWO Minimum Initial           $20,000
Current Value:

SWO Minimum Payment Amount:   $100

See 1.  GENERAL DEFINITIONS for explanations.



                                       4
<PAGE>



                              Contract Schedule II
                                 Annuity Period

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

Charges to Separate Account:  A daily charge at an annual effective rate of
                              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.


                                       5
<PAGE>


                                TABLE OF CONTENTS
                                                                            Page

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

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

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

   2.01   Change of Contract..................................................11
   2.02   Change of Fund(s)...................................................12
   2.03   Nonparticipating Contract...........................................12
   2.04   Payments and Elections..............................................13
   2.05   State Laws..........................................................13
   2.06   Control of Contract.................................................13
   2.07   Designation of Beneficiary..........................................13
   2.08   Misstatements and Adjustments.......................................14
   2.09   Incontestability....................................................14


                                       6
<PAGE>

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

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

   3.01   Net Purchase Payment................................................14
   3.02   Certificate Holder's Account........................................14
   3.03   Fund(s) Record Units -- Separate Account............................15
   3.04   Net Return Factor(s) -- Separate Account............................15
   3.05   Fund Record Unit Value -- Separate Account..........................15
   3.06   Market Value Adjustment.............................................15
   3.07   Transfer of Current Value from the Funds or
          ALIAC Guaranteed 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................................................19
   3.12   Death Benefit Options Available to Beneficiary......................21
   3.13   Liquidation of Surrender Value......................................22
   3.14   Surrender Fee.......................................................22
   3.15   Payment of Surrender Value..........................................23

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

   4.01   Choices to be Made..................................................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


                                       7
<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 an Account to provide
                              future Annuity payment(s).

1.03 Adjusted Current Value:  The Current Value of an Account 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.


                                       8
<PAGE>

1.11 Contract Holder:         The entity to which a group 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 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.

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
     AG Account:              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 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.

                                       9
<PAGE>


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 Account is established and upon surrender of
                              the entire Account.

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 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 Separate     A separate account subject to the laws of New York
     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 Certificate
                              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.

                                       10
<PAGE>

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

                              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         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 this contract. Aetna will notify the
                              Contract Holder in writing at least 30 days before
                              the effective date of any change. Any change will
                              not affect the amount or terms of any Annuity
                              which begins before the change.

                                       11
<PAGE>

2.01 Change of Contract       Aetna may make any change that affects the AG
     (Cont'd):                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.

                              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 (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.

                                       12
<PAGE>

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.

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 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 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.

                                       13
<PAGE>

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.

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

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.

                                       14
<PAGE>

3.03 Fund(s) Record Units --  The portion of the Net Purchase Payment(s) applied
     Separate Account:        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 all
     Separate Account:        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 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        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             Excepted as noted below, there will be an MVA for
     Adjustment:              a withdrawal from the AG Account before the end of
                              a Guaranteed Term when the withdrawal is due to:

3.06 Market Value             (a) a Transfer; except for Transfers as specified
     Adjustment (Cont'd):         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 1 (see 4.07).

                                       15
<PAGE>

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

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

                              (b) The applicable portion of the Current Value in
                                  the AG Account. After the six-month period,
                                  the surrender or Transfer will be the
                                  aggregate MVA amount, which may be greater or
                                  less than the Current Value of those amounts.

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

                              Market value adjusted amounts will be equal to the
                              amount withdrawn multiplied by the following
                              ratio:
                                                        x
                                                       ---
                                                       365
                                                (1 + i)
                                                ----------
                                                        x
                                                       ---
                                                       365
                                                (1 + j)

                                          Where:

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

                              The Deposit Period Yield will be determined as
                              follows:

                              (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.

3.06 Market Value             (b) The Deposit Period Yield is the average of
     Adjustment (Cont'd):         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.

                                       16
<PAGE>

                              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.

                              Transfer requests can be submitted as a percentage
                              or as a dollar amount. The 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 of 3.06.

                                       17
<PAGE>

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    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 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.

                                  (1)  Specified Payment: Payments of a
                                       designated 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

                                       18
<PAGE>

3.10     Systematic Withdrawal    (3)  Specified Percentage: Payments of a
         Option (SWO) (Cont'd):        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 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.

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:

                                       19
<PAGE>

3.11 Death Benefit Amount         (1)  The sum of all Net Purchase Payment(s)
     (Cont'd):                         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 amount 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.

                              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 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.

                                       20
<PAGE>

3.11 Death Benefit Amount     (c) Death of the Certificate Holder if the
     (Cont'd):                    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), 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 of the Account to
                                             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
                                       Certificate's Holder's surviving spouse,
                                       then options (i) or (ii) under (1) above
                                       apply. Any portion of the Adjusted
                                       Current Value of the Account not applied
                                       to an Annuity option within one year of
                                       the Certificate Holder's death, must be
                                       distributed within five years of the date
                                       of death.

                                  (3)  If no Beneficiary exists, a lump sum
                                       payment equal to the Adjusted Current
                                       Value will be made to the Certificate
                                       Holder's estate.

                              (b) When the Certificate Holder is not the
                                  Annuitant and the Certificate Holder dies,
                                  and:

                                       21
<PAGE>

3.12 Death Benefit                (1)  If the Beneficiary is the Certificate
     Options Available                 Holder's surviving spouse, the
     to Beneficiary                    Beneficiary may exercise all rights under
     (Cont'd):                         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 of the Account to an
                                             Annuity option (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,
                                       then options (i), or (ii) under (1) above
                                       apply. Any portion of the Adjusted
                                       Current Value not applied to an Annuity
                                       option within one year of the Certificate
                                       Holder's death, must be distributed
                                       within five years of the date of death.

                                  (3)  If no Beneficiary exists, a lump sum
                                       payment equal to the Surrender Value 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 an Annuity option
                                  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 Value
     Surrender 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.

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.

                                       22
<PAGE>

3.14 Surrender Fee            No Surrender Fee is deducted from any portion of
     (Cont'd):                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 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 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 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:

4.01 Choices to be Made       (a) A Fixed Annuity using the General Account;
     (Cont'd):
                              (b) A Variable Annuity using any of the Fund(s)
                                  available under this Contract for Annuity
                                  purposes; or

                              (c) A combination of (a) and (b).

                                       23
<PAGE>

                              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 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 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 2 and 3
                                  are based on mortality from 1983 Table a.

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

                                       24
<PAGE>

                              (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                 (a) Certificate Holder is Annuitant: When the
     Annuitant/Beneficiary:       Certificate Holder is the Annuitant and the
                                  Annuitant dies under option 1 or 2, or both
                                  the Annuitant and the second Annuitant die
                                  under option 3(d), the present value of any
                                  remaining guaranteed payments will be paid in
                                  one sum to the Beneficiary, or upon election
                                  by the Beneficiary, any remaining payments
                                  will continue to the Beneficiary. If option 3
                                  has been elected and the Certificate Holder
                                  dies, the remaining payments will continue to
                                  the successor payee. If no successor payee has
                                  been designated, the Beneficiary will be
                                  treated as the successor payee. If the Account
                                  has joint Certificate Holders, the surviving
                                  joint Certificate Holder will be deemed the
                                  successor payee.

                              (b) Certificate Holder is Not Annuitant: When the
                                  Certificate Holder is not the Annuitant and
                                  the Certificate Holder dies, the remaining
                                  payments will continue to the successor payee.
                                  If no successor payee has been designed, 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 the 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 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.

4.03 Death of Annuitant/      (d) If the Beneficiary or the successor payee dies
     Beneficiary (Cont'd):        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.

                                       25
<PAGE>

                              (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          The number of each Fund's Annuity units is based
     Units -- Separate        on the amount of the first Variable Annuity
     Account:                 payment which is equal to:

                              (a) The portion of the Current Value applied to
                                  pay a Variable Annuity (minus any premium
                                  tax); divided by

                              (b) 1,000; multiplied by

                              (c) The payment rate for
                                  the option chosen.

                              Such amount, or portion, of the variable payment
                              will be divided by the appropriate Fund Annuity
                              unit value (see 4.05) on the tenth Valuation
                              Period before the due date of the first payment to
                              determine the number of each Fund Annuity units.
                              The number of each Fund Annuity units remains
                              fixed. Each future payment is equal to the sum of
                              the products of each Fund Annuity unit value
                              multiplied by the appropriate number of Units. The
                              Fund Annuity unit value on the tenth Valuation
                              Period prior to the due date of the payment is
                              used.

4.05 Fund(s) Annuity          For any Valuation Period, a Fund Annuity unit
     Unit Value --            value is equal to:
     Separate Account:
                              (a) The value for the previous Period; multiplied
                                  by

                              (b) The Annuity net return factor(s) (see 4.06
                                  below) for the Period; multiplied by

                              (c) A factor to reflect the assumed annual net
                                  return rate (see Contract Schedule II).

                              The dollar value of a Fund Annuity unit 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.

                                       26
<PAGE>

4.06 Annuity Net Return       The net return rate is equal to:
     Factor(s) -- Separate    (a) The value of the shares of the Fund held by
     Account (Cont'd):            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 of 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 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:

                                       27
<PAGE>

4.07 Annuity Options          (a) 100% of the payment to continue after the
     (Cont'd):                    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%

- --------------------------------------------------------------------------------
   Adjusted Ages
- ---------------------
             Second
Annuitant   Annuitant  Option 3a   Option 3b  Option 3c  Option 3d  Option 3e
- --------------------------------------------------------------------------------

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

                 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%

- --------------------------------------------------------------------------------
    Adjusted Ages
- ---------------------
            Second
Annuitant  Annuitant  Option 3a   Option 3b  Option 3c  Option 3d  Option 3e
- --------------------------------------------------------------------------------

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

                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   5.58    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   6.97   6.39    5.90   6.15   5.77    5.85    5.61
   62       6.75    6.11    6.69   6.08   6.51    6.00   6.24   5.86    5.91    5.67
   63       6.91    6.23    6.84   6.20   6.64    6.10   6.33   5.95    5.96    5.73
   64       7.09    6.37    7.00   6.33   6.77    6.22   6.42   6.04    6.02    5.80

   65       7.27    6.51    7.18   6.46   6.91    6.34   6.52   6.13    6.07    5.86
   66       7.47    6.66    7.36   6.61   7.05    6.46   6.61   6.23    6.12    5.92
   67       7.68    6.82    7.55   6.76   7.20    6.60   6.70   6.33    6.16    5.99
   68       7.91    7.00    7.76   6.93   7.35    6.74   6.80   6.43    6.21    6.04
   69       8.15    7.19    7.98   7.11   7.51    6.89   6.89   6.54    6.25    6.10

   70       8.41    7.39    8.21   7.30   7.67    7.04   6.97   6.64    6.28    6.15
   71       8.69    7.62    8.45   7.51   7.83    7.21   7.06   6.74    6.32    6.20
   72       8.99    7.86    8.70   7.73   8.00    7.38   7.14   6.85    6.35    6.25
   73       9.31    8.12    8.97   7.97   8.16    7.55   7.21   6.95    6.37    6.29
   74       9.65    8.41    9.26   8.23   8.33    7.73   7.29   7.04    6.39    6.33

   75      10.02    8.72    9.55   8.50   8.50    7.92   7.35   7.14    6.41    6.36
- ------------------------------------------------------------------------------------
</TABLE>
                 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%

- --------------------------------------------------------------------------------
    Adjusted Ages
- ---------------------
            Second
Annuitant  Annuitant  Option 3a   Option 3b  Option 3c    Option 3d   Option 3e
- --------------------------------------------------------------------------------

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

                 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%

- --------------------------------------------------------------------------------
    Adjusted Ages
- ---------------------
            Second
Annuitant  Annuitant  Option 3a   Option 3b  Option 3c    Option 3d   Option 3e
- --------------------------------------------------------------------------------

  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
- --------------------------------------------------------------------------------
                 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%

- --------------------------------------------------------------------------------
    Adjusted Ages
- ---------------------
            Second
Annuitant  Annuitant  Option 3a   Option 3b  Option 3c    Option 3d   Option 3e
- --------------------------------------------------------------------------------
   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
- --------------------------------------------------------------------------------
                 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 Second Annuitant is Male)

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

- --------------------------------------------------------------------------------
    Adjusted Ages
- ---------------------
            Second
Annuitant  Annuitant  Option 3a   Option 3b  Option 3c    Option 3d   Option 3e
- --------------------------------------------------------------------------------
   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
- --------------------------------------------------------------------------------
                 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 Life Insurance and Annuity Company
                       Home Office: 151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 (800) 525-4225



                      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.

G-CDA-97(NY)


                                ------------------------------------------------
                                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 Group Annuity    To the Certificate Holder:
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/  Dan Kearney                            /s/ Kirk Wickman
           President                                  Secretary

- --------------------------------------------------------------------------------
Contract Holder                                      Group Annuity Contract No.
   SPECIMEN                                            SPECIMEN
- --------------------------------------------------------------------------------
Certificate Holder                                   Certificate No.
   SPECIMEN
   SPECIMEN                                            SPECIMEN
- --------------------------------------------------------------------------------
Annuitant Name                                       Type of Plan
   SPECIMEN                                            SPECIMEN
- --------------------------------------------------------------------------------

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

GMCC-97(NY)

<PAGE>



Specifications

- --------------------------------------------------------------------------------
Guaranteed                     There are guaranteed interest rates
Interest Rate                  for amounts held in the AG Account (See Contract
                               Schedule I).

- --------------------------------------------------------------------------------
Deductions from the            There will be deductions for mortality and
Separate Account               expense risks and administrative fees.  (See
                               Contract Schedule I and II).

- --------------------------------------------------------------------------------
Deduction from Purchase        The Purchase Payment is subject to a deduction
Payment                        for premium taxes, if any. (See 3.01.)

- --------------------------------------------------------------------------------
Surrender Fee                  There will be a charge deducted upon surrender.
                               (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
Account:                       the Current Value allocated to the Separate
                               Account. The deduction is the daily equivalent of
                               the annual effective percentage shown in the
                               following chart:

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

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

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

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

Minimum Initial Purchase
Payment:                       $5,000 ($1,500 for a qualified plan)

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 Amount:       $500

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.


                                       3
<PAGE>

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

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

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

                      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%

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

SWO Minimum Initial            $20,000
Current Value:

SWO Minimum Payment Amount:    $100


See 1.  GENERAL DEFINITIONS for explanations.

                                       4
<PAGE>

                              Contract Schedule II
                                 Annuity Period

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

Charges to Separate Account:   A daily charge at an annual effective rate of
                               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 Net Return Rate:        annual net return rate of 5.0% may be elected.
                               If 5.0% is not elected, Aetna will use an assumed
                               annual net return rate of 3.5%.

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

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

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

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

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

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

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


See 1.  GENERAL DEFINITIONS for explanations.


                                       5
<PAGE>

                                TABLE OF CONTENTS
                                                                          Page

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

II.    GENERAL PROVISIONS
- -------------------------------------------------------------------------------
   2.01 Change of Contract...................................................11
   2.02 Change of Fund(s)....................................................12
   2.03 Nonparticipating Contract............................................12
   2.04 Payments and Elections...............................................13
   2.05 State Laws...........................................................13
   2.06 Control of Contract..................................................13
   2.07 Designation of Beneficiary...........................................13
   2.08 Misstatements and Adjustments........................................14


                                       6
<PAGE>

                                                                           Page

   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 Certificate Holder's Account.........................................15
   3.03 Fund(s) Record Units Separate Account................................15
   3.04 Net Return Factor(s) - Separate Account..............................15
   3.05 Fund Record Unit Value - Separate Account............................16
   3.06 Market Value Adjustment..............................................16
   3.07 Transfer of Current Value from the Funds or ALIAC Guaranteed Account
   3.08 Notice to the Contract Holder........................................18
   3.09 Loans................................................................18
   3.10 Systematic Withdrawal Option (SWO)...................................18
   3.11 Death Benefit Amount.................................................20
   3.12 Death Benefit Options available to Beneficiary.......................21
   3.13 Liquidation of Surrender Value.......................................23
   3.14 Surrender Fee........................................................23
   3.15 Payment of Surrender Value...........................................24

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

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


                                       7
<PAGE>

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

1.01 Account                    A record established for each Certificate Holder
                                to maintain the value of 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 an Account to provide
                                future Annuity payment(s).

1.03 Adjusted Current Value:    The Current Value of an Account 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 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.

                                       8
<PAGE>

1.11 Contract Holder:           The entity to which a group 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 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.

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
     AG Account:                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 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) 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.


                                       9
<PAGE>

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 Account is established and upon
                                surrender of the entire Account.

1.21 Market Value               An adjustment that may apply to an amount
     Adjustment (MVA):          withdrawn or transferred from an AG Account
                                Guaranteed Term prior to the end of that
                                Guaranteed Term. The adjustment reflects the
                                change in the value of the investment due to
                                changes in interest rates since the date of
                                deposit and is computed using the formula given
                                in 3.06. The adjustment is expressed as a
                                percentage of each dollar being withdrawn 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 Certificate
                                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 Reblancing Program will
                                not be counted for purposes of any transfer
                                limitations imposed under the contract.


                                       10
<PAGE>

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

                                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 the
                                Contract during the Accumulation Period.

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

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


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

2.01 Change of Contract:        Only an authorized officer of Aetna may change
                                the terms of 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.


                                       11
<PAGE>

                                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.

                                Any change that affects any of the following
                                under 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.

2.02  Change of Fund(s)         Any elimination, substitution or addition of
      (Cont'd):                 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.


                                       12
<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 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.

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.

2.06 Control of Contract        The Certificate Holder may assign or transfer
     (Cont'd):                  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.


                                       13
<PAGE>

2.08 Misstatements and          If Aetna finds the age or sex of any Annuitant
     Adjustments:               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.


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.

3.01 Net Purchase Payment       For each Net Purchase Payment, the Certificate
     (Cont'd):                  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.


                                       14
<PAGE>

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 are used to compute all
     Separate Account:          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 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.

3.04 Net Return Factor(s) --    A net return rate may be more or less than 0%.
     Separate Account           The value of a share of the Fund is  equal to
     (Cont'd):                  the net assets of the Fund divided by the number
                                of shares outstanding.

3.05 Fund Record Unit Value --  A Fund record unit value is computed by
     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 a 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 Adjustment:   Excepted as noted below, there will be an MVA
                                for a 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 1 (see 4.07).


                                       15
<PAGE>

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

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

                                (b) The applicable portion of the Current Value
                                    in the AG Account. After the six-month
                                    period, the surrender or Transfer will be
                                    the aggregate MVA amount, which may be
                                    greater or less than the Current Value of
                                    those amounts.

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

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

                                    x
                                   ---
                                   365
                                 (1 + i)
                                 -------
                                    x
                                   ---
                                   365
                                 (1 + j)

3.06 Market Value               Where:
     Adjustment (Cont'd):
                                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
                                withdrawals on the same U.S. Treasury Notes
                                included in the Deposit Period Yield.


                                       16
<PAGE>

                                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 Guaranteed           transferred from any Fund or Guaranteed Term of
     Account (Cont'd):           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. The 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.

3.07 Transfer of Current        The Certificate Holder may make an unlimited
     Value from the Funds       number of Transfers during the Accumulation
     or AG Guaranteed           Period. The number of free Transfers allowed by
     Account                    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 of
                                3.06.


                                       17
<PAGE>

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.

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


                                       18
<PAGE>

                                (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.

3.10 Systematic Withdrawal      (d) Election and Revocation: SWO may be elected
     Option (SWO) (Cont'd):         by the Certificate Holder or 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.

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:


                                       19
<PAGE>

                                    (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 amount is the greatest of:

3.11 Death Benefit Amount           (1) The sum of all Net Purchase Payment(s)
     (Cont'd):                          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.

                                    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.


                                       20
<PAGE>

                                (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 Beneficiary:  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:

3.12 Death Benefit Options          (1) If the Beneficiary is the Certificate
     available to Beneficiary           Holder's surviving spouse, the
     (Cont'd):                          Beneficiary may exercise all 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 of the Account to
                                            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
                                        Certificate's Holder's surviving spouse,
                                        then options (i) or (ii), under (1)
                                        above only apply. Any portion of the
                                        Adjusted Current Value of the Account
                                        not applied to an Annuity option within
                                        one year of the Certificate Holder's
                                        death, must be distributed within five
                                        years of the date of death.

                                    (3) If no Beneficiary exists, a lump sum
                                        payment equal to the Adjusted Current
                                        Value will be made to the Certificate
                                        Holder's estate.

                                (b) When the Certificate Holder is not the
                                    Annuitant and the Certificate Holder dies,
                                    and:


                                       21
<PAGE>

                                    (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),
                                        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 of the Account to an
                                            Annuity option (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,
                                        then options (i) or (ii) under (1) above
                                        apply. Any portion of the Adjusted
                                        Current Value not applied to Annuity
                                        option within one year of the
                                        Certificate Holder's death, must be
                                        distributed within five years of the
                                        date of death.

3.12 Death Benefit Options          (3) If no Beneficiary exists, a lump sum
     available to Beneficiary           payment equal to the Surrender Value
     (Cont'd):                          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 an Annuity option
                                    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 Surrender   All or any portion of the Account's Current
     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.

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.


                                       22
<PAGE>

                                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 under
                                    this Contract (see 4.07);

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

3.14 Surrender Fee (Cont'd):    (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 Surrender       Under certain emergency conditions, Aetna may
     Value:                     defer payment:

                                (a) For a period of up to 6 months (unless not
                                    allowed by state law); or

                                (b) As provided by federal law 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 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 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).


                                       23
<PAGE>

                                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.

4.02 Terms of Annuity           (b) An Annuity option may not be elected if the
     Options (Cont'd):              first payment would be less than $50 or if
                                    the total payments in a year would be less
                                    than $250 (less if required by state law).
                                    Aetna reserves the right to increase the
                                    minimum first Annuity payment amount and the
                                    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 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 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).


                                       24
<PAGE>

                                (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) Certificate Holder is Annuitant:  When the
     Beneficiary:                   Certificate Holder is the Annuitant's and
                                    the Annuitant dies under option 1 or 2, or
                                    both the Annuitant and the second Annuitant
                                    die under option 3(d), the present value of
                                    any remaining guaranteed payments will be
                                    paid in one sum to the Beneficiary, or upon
                                    election by the Beneficiary, any remaining
                                    payments will continue to the Beneficiary.
                                    If option 3 has been elected and the
                                    Certificate Holder dies, the remaining
                                    payments will continue to the successor
                                    payee. If no successor payee has been
                                    designated, the Beneficiary will be treated
                                    as the successor payee. If the Account has
                                    joint Certificate Holders, the surviving
                                    joint Certificate Holder will be deemed the
                                    successor payee.

                                (b) Certificate Holder is Not Annuitant: When
                                    the Certificate Holder is not the Annuitant
                                    and the Certificate Holder dies, the
                                    remaining payments will continue to the
                                    successor payee. If no successor payee has
                                    been designed, 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 the 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 Certificate
                                    Holder.

                                (c) No Beneficiary Named/Surviving: If there is
                                    no Beneficiary, the present value of any
                                    remaining payments will be paid in one sum
                                    to the Certificate Holder, or if the
                                    Certificate Holder is not living, then to
                                    the Certificate Holder's estate.

                                (d) If the Beneficiary or the successor payee
                                    dies while receiving Annuity payments, the
                                    present value of any remaining guaranteed
                                    payments will be paid in one sum to the
                                    successor Beneficiary/payee, or upon
                                    election by the successor Beneficiary/payee,
                                    any remaining payments will continue to the
                                    successor Beneficiary/payee. If no successor
                                    Beneficiary/payee has been designated, the
                                    present value of any remaining guaranteed
                                    payments will be paid in one sum to the
                                    Beneficiary's/payee's estate.


                                       25
<PAGE>

                                (e) The present value will be determined as of
                                    the Valuation Period in which proof of death
                                    acceptable to Aetna and a request for
                                    payment is received at Aetna's Home Office.
                                    The interest rate used to determine the
                                    first payment will be used to calculate the
                                    present value.

4.04 Fund(s) Annuity Units -    The number of each Fund's Annuity units is based
     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) of 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 Account:  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 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:


                                       26
<PAGE>

                                (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).

4.06 Annuity Net Return         A net return rate may be more of less than 0%.
     Factor(s) - Separate
     Account (Cont'd):          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 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:


                                       27
<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) 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 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       $ 4.13
       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 3a     Option 3b   Option 3c    Option 3d   Option 3e
- ------------------------------------------------------------------------------------------
       <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      5.58      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      6.97      6.39       5.90       6.15      5.77      5.85      5.61
      62         6.75      6.11      6.69      6.08      6.51       6.00       6.24      5.86      5.91      5.67
      63         6.91      6.23      6.84      6.20      6.64       6.10       6.33      5.95      5.96      5.73
      64         7.09      6.37      7.00      6.33      6.77       6.22       6.42      6.04      6.02      5.80

      65         7.27      6.51      7.18      6.46      6.91       6.34       6.52      6.13      6.07      5.86
      66         7.47      6.66      7.36      6.61      7.05       6.46       6.61      6.23      6.12      5.92
      67         7.68      6.82      7.55      6.76      7.20       6.60       6.70      6.33      6.16      5.99
      68         7.91      7.00      7.76      6.93      7.35       6.74       6.80      6.43      6.21      6.04
      69         8.15      7.19      7.98      7.11      7.51       6.89       6.89      6.54      6.25      6.10

      70         8.41      7.39      8.21      7.30      7.67       7.04       6.97      6.64      6.28      6.15
      71         8.69      7.62      8.45      7.51      7.83       7.21       7.06      6.74      6.32      6.20
      72         8.99      7.86      8.70      7.73      8.00       7.38       7.14      6.85      6.35      6.25
      73         9.31      8.12      8.97      7.97      8.16       7.55       7.21      6.95      6.37      6.29
      74         9.65      8.41      9.26      8.23      8.33       7.73       7.29      7.04      6.39      6.33

      75        10.02      8.72      9.55      8.50      8.50       7.92       7.35      7.14      6.41      6.36
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
                 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 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      $ 4.42
       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 3a   Option 3b  Option 3c   Option 3d  Option 3e
- -------------------------------------------------------------------------------------
       <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 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    $ 5.34
       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 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 3a   Option 3b  Option 3c   Option 3d  Option 3e
- -------------------------------------------------------------------------------------
       <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 Life Insurance and Annuity Company
                       Home Office: 151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 (800) 525-4225



                      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.

GMCC-97(NY)




                    Aetna Life Insurance and Annuity Company

                                  Endorsement

The Contract and Certificate are hereby endorsed to meet the qualification
requirements for a Roth Individual Retirement Annuity under Internal Revenue
Code ("Code") Section 408A. 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
Cetificate Holder or his or her Beneficiary(ies).

Contributions. All contributions must be in cash. Except in the case of a
qualified rollover contribution as defined in Code Section 408A(e), the total
contributions shall not exceed $2,000 for any taxable year. Aetna reserves the
right to not accept rollover contributions to an existing contract.

Distributions. The distribution rules of Code Section 401(a)(9)(A) do not apply.
Any periodic payments will be paid only to the Certificate Holder.

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.

    (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

E1-MPROTH-97

<PAGE>


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 Table V
of Section 1.72-9 of the Income Tax Regulations. Life expectancies for
distributions under an Annuity option may not be recalculated.

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 Payment(s)
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 or to the person from whom it was
purchased. Within seven days from the cancellation request, Aetna will return
all the Certificate Holder's Purchase Payment(s).

If the source of the Purchase Payment(s) was a rollover from a contract issued
by Aetna or one of its affiliates in which the Surrender Fee was waived or
reduced, then the Purchase Payment(s) will be restored to the predecessor
contract.

Surrender Fee. Section 3.14 is amended to add the following item (I). "(I) As a
Purchase Payment for a Roth Individual Retirement Annuity, issued by Aetna or
one of its affiliates, that gives credit for time spent in the predecessor
contract in applying the surrender fee."

Surrender Fee. The first paragraph of Section 3.14 is deleted and replaced with
the following: "The Surrender Fee only applies to the Net Purchase Payment(s)
portion surrendered (see Contract Schedule I)".

Endorsed and made a part of the Contract and Certificate as of the Effective
Date.

                                   /s/ Thomas J. McInerney
                                   -----------------------
                                   Thomas J. McInerney, President
                                   Aetna Life Insurance and Annuity Company

E1-MPROTH-97




                    Aetna Life Insurance and Annuity Company


                                   Endorsement


The Contract is hereby endorsed to meet the qualification requirements for a
Roth Individual Retirement Annuity under Internal Revenue Code ("Code") Section
408A. 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 Account 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
qualified rollover contribution as defined in Code Section 408A(e), the total
contributions shall not exceed $2,000 for any taxable year. Aetna reserves the
right to not accept rollover contributions from an existing contract.

Distributions. The distribution rules of Code Section 401(a)(9)(A) do not apply.
Any periodic payments will be paid only to the Contract Holder.

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 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 Account as his or her own IRA. The election to treat the
Account as his or her own IRA will be deemed to have 



EI1-MPROTH-97


<PAGE>

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 Table V
of Section 1.72-9 of the Income Tax Regulations. Life expectancies for
distributions under an Annuity option may not be recalculated.

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

Termination of Account. Upon 90 days written notice to the Contract Holder,
Aetna may terminate the Contract Holder's Account if no Purchase Payment(s) 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 or to the person from whom it was
purchased. Within seven days from the cancellation request, Aetna will return
all the Contract Holder's Purchase Payment(s).

If the source of the Purchase Payment(s) was a rollover from a contract issued
by Aetna or one of its affiliates in which the Surrender Fee was waived or
reduced, then the Purchase Payment(s) will be restored to the predecessor
contract.

Surrender Fee. Section 3.14 is amended to add the following item (I). "(I) As a
Purchase Payment for a Roth Individual Retirement Annuity, issued by Aetna or
one of its affiliates, that gives credit for time spent in the predecessor
contract in applying the surrender fee."

Surrender Fee. The first paragraph of Section 3.14 is deleted and replaced with
the following: "The Surrender Fee only applies to the Net Purchase Payment(s)
portion surrendered (see Contract Schedule I)".




Endorsed and made a part of the Contract as of the Effective Date.


                                    /s/ Thomas J. McInerney

                                    Thomas J. McInerney, President
                                    Aetna Life Insurance and Annuity Company


EI1-MPROTH-97





                    Aetna Life Insurance and Annuity Company

                                   Endorsement


The Contract and Certificate are hereby endorsed to meet the qualification
requirements for a 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
qualified 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 of 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:

MP1IRA(11/97)

<PAGE>

(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, 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 Payment(s)
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 or to the person from whom it was
purchased. Within seven days from the cancellation request, Aetna will return
all the Certificate Holder's Purchase Payment(s).

If the source of the Purchase Payment(s) was a rollover from a contract issued
by Aetna or one of its affiliates in which the Surrender Fee was waived or
reduced, then the Purchase Payment(s) will be restored to the predecessor
contract.

Surrender Fee. Section 3.14 is amended to add the following item (I). "(I) As a
Purchase Payment for a Roth Individual Retirement Annuity, issued by Aetna or
one of its affiliates, that gives credit for time spent in the predecessor
contract in applying the surrender fee.



MP1IRA(11/97)
<PAGE>


Endorsed and made a part of the Contract and Certificate as of the Effective
Date.



                                    /s/ Thomas J. McInerney

                                    Thomas J. McInerney, President
                                    Aetna Life Insurance and Annuity Company


























MP1IRA(11/97)





                    Aetna Life Insurance and Annuity Company


                                   Endorsement




The Contract is hereby endorsed to meet the qualification requirements for a
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
qualified 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 of 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.


I-MP1IRA(11/97)
<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 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 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 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 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
status of the Contract Holder's Account.

Termination of Account. Upon 90 days written notice to the Holder, Aetna may
terminate the Contract Holder's Account if no Purchase Payment(s) 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 or to the person from whom it was
purchased. Within seven days from the cancellation request, Aetna will return
all the Contract Holder's Purchase Payment(s).

If the source of the Purchase Payment(s) was a rollover from a contract issued
by Aetna or one of its affiliates in which the Surrender Fee was waived or
reduced, then the Purchase Payment(s) will be restored to the predecessor
contract.

I-MP1IRA(11/97)

<PAGE>

Surrender Fee. Section 3.14 is amended to add the following item (I). "(I) As a
Purchase Payment for a Roth Individual Retirement Annuity, issued by Aetna or
one of its affiliates, that gives credit for time spent in the predecessor
contract in applying the surrender fee.





Endorsed and made a part of the Contract as of the Effective Date.


                                    /s/ Thomas J. McInerney

                                    Thomas J. McInerney, President
                                    Aetna Life Insurance and Annuity Company



I-MP1IRA(11/97)









                               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
Account:                         the Current Value allocated to the Separate
                                 Account. The deduction is the daily equivalent
                                 of the annual effective percentage shown in the
                                 following chart:


                                 Administrative Charge                [0.15%]
                                 Mortality Risk Charge                [0.35%]
                                 Expense Risk Charge                  [0.75%]
                                                                       ---- 
                                 Total Separate Account
                                 Charges                              [1.25%]


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].

Annual Waiver of                 As provided in 3.14 (d), the amount that may be
Surrender Fee:                   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.








G-MP1(11/97)-5                         1
<PAGE>

                         Contract Schedule I (Continued)
                               Accumulation Period

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

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

                                                               Surrender Fee
                                  Length of Time from        (as percentage of
                                 Account Effective Date    Net Purchase Payment)
                                 ----------------------    ---------------------


                                 [Less than 1 year                    5%]
                                 [1 year but less than 2              4%]
                                 [2 years but less than 3             3%]
                                 [3 years but less than 4             2%]
                                 [4 years but less than 5             1%]
                                 [5 years or more                     0%]


                                 If an Account is established as a rollover from
                                 another Aetna contract, the Surrender Fee will
                                 be determined according to the effective date
                                 of the account under such predecessor contract.


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




See 1.  GENERAL DEFINITIONS for explanations.














G-MP1(11/97)-5                         2





                               Contract Schedule I
                               Accumulation Period

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

Separate Account:                Variable Annuity Account B

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


                                 Administrative Charge                [0.15%]
                                 Mortality Risk Charge                [0.35%]
                                 Expense Risk Charge                  [0.75%]
                                                                       ---- 
                                 Total Separate Account
                                 Charges                              [1.25%]


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].

Annual Waiver of                 As provided in 3.14 (d), the amount that may be
Surrender Fee:                   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.








I-MP1(11/97)-5                         1

<PAGE>

                         Contract Schedule I (Continued)
                               Accumulation Period

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

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

                                                                Surrender Fee
                                  Length of Time from        (as percentage of
                                 Account Effective Date    Net Purchase Payment)
                                 ----------------------    ---------------------


                                 [Less than 1 year                    5%]
                                 [1 year but less than 2              4%]
                                 [2 years but less than 3             3%]
                                 [3 years but less than 4             2%]
                                 [4 years but less than 5             1%]
                                 [5 years or more                     0%]


                                 If an Account is established as a rollover from
                                 another Aetna contract, the Surrender Fee will
                                 be determined according to the effective date
                                 of the account under such predecessor contract.


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




See 1.  GENERAL DEFINITIONS for explanations.














I-MP1(11/97)-5                         2





<TABLE>
<CAPTION>
[Aetna Logo]        Aetna Life Insurance & Annuity Company                                                     Aetna Marathon Plus
                    Home Office:  151 Farmington Avenue                                                     Group Variable Annuity
                    Hartford, Connecticut  06156-8022                                                         Contract Application
<S>                 <C>
- -----------------------------------------------------------------------------------------------------------------------------------
Contract            1.   Name of Contract Holder
Holder                   (Firm)
Information         ---------------------------------------------------------------------------------------------------------------
Please print        2.   Address
                         (Address)
                    ---------------------------------------------------------------------------------------------------------------
                         City                                  State                                       Zip Code
                         (City)                                (State)                                     (Zip)
                    ---------------------------------------------------------------------------------------------------------------
                    3.   Tax Identification Number
                         (Tax Id)
                    ---------------------------------------------------------------------------------------------------------------
                    4.   Contract Effective Date
                         (Effective Date)
                    ---------------------------------------------------------------------------------------------------------------
                    5.   Type of Contract:              [X] Nonqualified          [X] IRA Rollover (IRC Section 408)

                    ---------------------------------------------------------------------------------------------------------------
                    6.   Special Requests

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

                    ---------------------------------------------------------------------------------------------------------------
                    7.   Will this contract change or replace any existing life insurance or annuity contract? |_| Yes {X} No
                         If yes, please provide carrier name, policy number and proposed cancellation date.

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

                    ---------------------------------------------------------------------------------------------------------------
                    I understand that (1) when based on the investment experience of a Separate Account, all payments and contract
                    values are variable and are not guaranteed as to fixed dollar amount; and that (2) some payments made from the
                    ALIAC Guaranteed Account prior to the completion of a guaranteed term are subject to Market Value Adjustment
                    which may result in a positive or negative adjustment to amounts payable. The length of these terms vary from
                    one to ten years.

                    I acknowledge receipt of the Aetna Marathon Plus Variable Annuity Contract Prospectus dated _________ and all
                    current prospectuses pertaining to the variable investment options under the contract.

                    [_]  Check here to receive a Statement of Additional Information.

                    Dated at ______________________ this ____ day of _______________ 19____.
                               City and State

                    ---------------------------------------------------------------------------------------------------------------
                    Contract Holder                            Title                                       Witness

                    ---------------------------------------------------------------------------------------------------------------
Agent's Note        Do you have any reason to believe any existing life insurance or annuity contracts will be modified or
                    replaced if this contract is issued?  [_]  Yes          [_]  No

                    ---------------------------------------------------------------------------------------------------------------
                    Signature of Agent

                    ---------------------------------------------------------------------------------------------------------------
Home Office Use     Errors and omissions may be corrected by a company agent number but no change in plan, classification, Only
                    amount, or extra benefits can be made without written consent of the Contract Holder.

                    Accepted_________________
</TABLE>


MPAPPNY(1/96)



[AETNA LETTERHEAD]
[AETNA LOGO]

December 16, 1997                              151 Farmington Avenue
                                               Hartford, CT  06156

                                               Julie E. Rockmore
                                               Counsel
                                               Law Division, RE4A
                                               Investments & Financial Services
                                               (860) 273-4686
                                               Fax:  (860) 273-8340

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Re:  Aetna Life Insurance and Annuity Company and its Variable Annuity Account B
     Post-Effective Amendment No. 32 to Registration Statement on Form N-4
     Prospectus Title:  Aetna Marathon Plus - Group and Individual Deferred
     Variable Annuity Contracts
     File Nos.  33-34370* and 811-2512

Dear Sir or Madam:

The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").

In connection with this opinion, I have reviewed the N-4 Registration Statement,
as amended to the date hereof, and this Post-Effective Amendment No. 32. I have
also examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.

I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.

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

<PAGE>


Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,

/s/ Julie E. Rockmore

Julie E. Rockmore



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