VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485BPOS, 1997-04-22
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As filed with the Securities and Exchange              Registration No. 33-79122
Commission on April 22, 1997                           Registration No. 811-2512
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

- --------------------------------------------------------------------------------
                        POST-EFFECTIVE AMENDMENT NO. 7 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) 273-7834

                            Susan E. Bryant, 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:

 [ ]   immediately upon filing pursuant to paragraph (b) of Rule 485

 [X]   on May 1, 1997 pursuant to paragraph (b) of Rule 485


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


<PAGE>



                           VARIABLE ANNUITY ACCOUNT B
                              CROSS REFERENCE SHEET

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

<S>         <C>                                                     <C>
 1          Cover Page...........................................   Cover Page

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

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

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

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

 6          Deductions...........................................   Charges and Deductions; Miscellaneous
                                                                    - Distribution

 7          General Description of Variable Annuity Contracts....   Purchase - Contract Rights;
                                                                    Miscellaneous

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

 9          Death Benefit........................................   Death Benefit During Accumulation

10          Purchases and Contract Value.........................   Period Purchase

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

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

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

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


<PAGE>





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

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 of the Separate
                                                                    Account; Financial Statements of the
                                                                    Company
</TABLE>

                           Part C (Other Information)

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

<PAGE>


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

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

   The securities offered in this Prospectus are distributed through Aetna 
Life Insurance and Annuity Company as the Underwriter and by registered 
broker-dealers or banks selected by it as Distributors. See "Purchase." 

   
   The Contracts provide that Purchase Payments may be allocated to the ALIAC 
Guaranteed Account (the "Guaranteed Account"), a credited interest option, or 
to one or more of the Subaccounts of Variable Annuity Account B, a separate 
account of the Company. The Subaccounts invest directly in shares of the 
following investment series of the Federated Insurance Series ("Trust"), a 
Massachusetts business trust that is not affiliated with the Company: 
    

   
<TABLE>
<S>                                                        <C>
(bullet) Federated American Leaders Fund II                (bullet) Federated High Income Bond Fund II 
(bullet) Federated Equity Income Fund II                   (bullet) Federated International Equity Fund II 
(bullet) Federated Fund for U.S. Government Securities II  (bullet) Federated Prime Money Fund II 
(bullet) Federated Growth Strategies Fund II               (bullet) Federated Utility Fund II 
</TABLE>
    
   Except as specifically mentioned, this Prospectus describes only 
investments through the Separate Account. The Guaranteed Account is described 
in the Appendix to this Prospectus, as well as in the Guaranteed Account's 
prospectus. 

   
   This Prospectus provides investors with the information about the Separate 
Account that they should know before investing in the Contracts. Additional 
information about the Separate Account is contained in a Statement of 
Additional Information ("SAI") which is available at no charge. The SAI has 
been filed with the Securities and Exchange Commission and is incorporated 
herein by reference. The Table of Contents for the SAI is printed on page 21 
of this Prospectus. An SAI for this Prospectus and for any of the Fund 
Prospectuses may be obtained by indicating the request on your Application or 
by calling the number listed under the "Inquiries" section of the Prospectus 
Summary. 
    

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

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

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

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


<PAGE> 

                              TABLE OF CONTENTS 
================================================================================
DEFINITIONS .................................................... DEFINITIONS - 1
PROSPECTUS SUMMARY ................................................. SUMMARY - 1
FEE TABLE ........................................................ FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION  ............................... AUV HISTORY - 1
THE COMPANY................................................................... 1
VARIABLE ANNUITY ACCOUNT B.................................................... 1
INVESTMENT OPTIONS............................................................ 1
  The Funds................................................................... 1
  Credited Interest Options................................................... 3
PURCHASE...................................................................... 3
  Contract Availability....................................................... 3
  Purchasing Interests in the Contract........................................ 3
  General..................................................................... 4
  Purchase Payments........................................................... 4
  Contract Rights............................................................. 4
  Designations of Beneficiary and Annuitant................................... 4
  Right to Cancel............................................................. 5
CHARGES AND DEDUCTIONS........................................................ 5
  Daily Deductions from the Separate Account.................................. 5
    Mortality and Expense Risk Charge......................................... 5
    Administrative Charge..................................................... 5
  Maintenance Fee............................................................. 5
  Deferred Sales Charge....................................................... 5
  Fund Expenses............................................................... 6
  Premium and Other Taxes..................................................... 6
CONTRACT VALUATION............................................................ 7
  Account Value............................................................... 7
  Accumulation Units.......................................................... 7
  Net Investment Factor....................................................... 7
TRANSFERS..................................................................... 7
  Dollar Cost Averaging Program............................................... 8
  Account Rebalancing Program................................................. 8
WITHDRAWALS................................................................... 8
ADDITIONAL WITHDRAWAL OPTIONS................................................. 9
DEATH BENEFIT DURING ACCUMULATION PERIOD...................................... 9
  Death Benefit Amount........................................................ 9
  Death Benefit Payment Options...............................................10
  Death of the Annuitant......................................................11
ANNUITY PERIOD................................................................11
  Annuity Period Elections....................................................11
  Partial Annuitization.......................................................11
  Annuity Options.............................................................12

<PAGE> 

  Annuity Payments............................................................12
  Charges Deducted During the Annuity Period..................................13
  Death Benefit Payable During the Annuity Period.............................13
  Death of the Certificate Holder During the Annuity Period...................13
TAX STATUS....................................................................13
  Introduction................................................................13
  Taxation of the Company.....................................................14
  Tax Status of the Contract..................................................14
  Taxation of Annuity Contracts...............................................15
  Contracts Used with Certain Retirement Plans................................17
  Withholding.................................................................19
MISCELLANEOUS.................................................................19
  Distribution................................................................19
  Delay or Suspension of Payments.............................................19
  Performance Reporting.......................................................20
  Voting Rights...............................................................20
  Modification of the Contract................................................20
  Transfers of Ownership; Assignment..........................................20
  Involuntary Terminations....................................................21
  Legal Matters and Proceedings...............................................21
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION...........................21
APPENDIX--ALIAC GUARANTEED ACCOUNT............................................22


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

<PAGE> 

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

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

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

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

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

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

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

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

Adviser: Federated Advisers, the investment adviser of the Funds. 

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

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

Annuity Date: The date on which annuity payments begin. 

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

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

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

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

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

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

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

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

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

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

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

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

- --------------------------------------------------------------------------------
                                DEFINITIONS - 1

<PAGE> 

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

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

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

1940 Act: The Investment Company Act of 1940, as amended. 

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

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

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

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

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

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

Underwriter: The registered broker-dealer which contracts with other 
registered broker-dealers or banks to offer and sell the Contracts. The 
Company will serve as Underwriter. 

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

- --------------------------------------------------------------------------------
                                DEFINITIONS - 2

<PAGE> 

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

Contracts Offered 

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

   
   The Contracts are generally group variable annuity contracts under which 
accounts are established for persons in the group. Individual Contracts are 
offered in those states where the group Contracts are not authorized for 
sale. 
    

Contract Purchase 

   
   You may purchase an interest in the Contract by completing an Application 
and submitting it to the Company. Contracts may be purchased by two 
individuals as joint Certificate Holders. Joint Certificate Holders are 
allowed only on Nonqualified Contracts. A joint Certificate Holder must be 
the spouse of the other joint Certificate Holder (unless otherwise prohibited 
by state law). References to "Certificate Holders" in this Prospectus mean 
both of the Certificate Holders on joint Accounts. Purchase Payments can be 
applied to the Contract through a lump-sum payment or through ongoing 
contributions. (See "Purchase--Right to Cancel.") 
    

Free Look Period 

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

Investment Options 

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

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

Charges and Deductions 

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

- --------------------------------------------------------------------------------
                                SUMMARY - 1

<PAGE> 

Transfers 

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

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

Withdrawals 

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

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

Guaranteed Death Benefit 

   These Contracts contain a guaranteed death benefit feature. Upon the death 
of the Certificate Holder, or the Annuitant if the Certificate Holder is a 
non-natural person, the Account Value may be increased under certain 
circumstances. (See "Death Benefit During Accumulation Period.") 

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

The Annuity Period 

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

Taxes 

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

Inquiries 

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

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

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

- --------------------------------------------------------------------------------
                                SUMMARY - 2

<PAGE> 

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

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

   
CONTRACT HOLDER TRANSACTION EXPENSES 
    

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


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

  Annual Maintenance Fee(1)........................................... $30.00
  Transfer Charge(2).................................................. $ 0.00

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

During the Accumulation Period: 

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

During the Annuity Period: 

  Mortality and Expense Risk Charge.................................... 1.25%
  Administrative Charge................................................ 0.00%(3)
                                                                        -----
  Total Subaccount Annual Expenses                                      1.25%
                                                                        =====

Reduced charges apply to Purchase Payments in excess of $1.5 million. 

   
(1) The maintenance fee if applicable will generally be deducted from each 
    Account annually and if the full Account Vaue is withdrawn. The 
    maintenance fee is waived when the Account Value is $50,000 or more on 
    the date the maintenance fee is due. 
    

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

- --------------------------------------------------------------------------------
                                FEE TABLE - 1

<PAGE> 

Annual Expenses of the Funds 

   
The following table illustrates the advisory fees and other expenses 
applicable to the Funds. Except as noted, the following figures are a 
percentage of average net assets and, except where otherwise indicated, are 
based on figures for the year ended December 31, 1996. A Fund's "Other 
Expenses" include operating costs of the Fund. These expenses are reflected 
in the Fund's net asset value and are not deducted from the Account Value. 
<TABLE>
<CAPTION>
                                                          Investment          Other 
                                                       Advisory Fees(1)      Expenses         Total 
                                                        (after expense    (after expense   Fund Annual 
                                                        reimbursement)    reimbursement)    Expenses 
                                                       ---------------- ----------------   ------------- 
<S>                                                    <C>              <C>                <C>
Federated American Leaders Fund II(2)                        0.53%             0.32%          0.85% 
Federated Equity Income Fund II(3)                           0.00%             0.85%          0.85% 
Federated Fund for U.S. Government Securities II(2)          0.00%             0.80%          0.80% 
Federated Growth Strategies Fund II(2)                       0.00%             0.85%          0.85% 
Federated High Income Bond Fund II(2)                        0.00%             0.80%          0.80% 
Federated International Equity Fund II(2)                    0.00%             1.25%          1.25% 
Federated Prime Money Fund II(2)                             0.00%             0.80%          0.80% 
Federated Utility Fund II(2)                                 0.24%             0.61%          0.85% 
</TABLE>
    

   
(1) The Fund's Adviser has agreed to reimburse the Company for certain costs 
    incurred in connection with administering the Funds by payment of an 
    amount based on assets in the Funds attributable to the Contracts. These 
    amounts are not charged to the Funds or Certificate Holders, but are paid 
    from other assets of the Adviser. 
    

   
(2) The management fee for each of the Funds has been reduced to reflect a 
    voluntary waiver of the management fee. The Adviser can terminate this 
    voluntary waiver at any time in its sole discretion. The maximum 
    management fee for each of the Funds is as follows: 0.50%--Prime Money 
    Fund II; 0.60%--High Income Bond Fund II and the Fund for U.S. Government 
    Securities II; 0.75%-- American Leaders Fund II, Growth Strategies Fund 
    II and Utility Fund II; and 1.00%--International Equity Fund II. 
    The total operating expenses of each of the Funds, absent the voluntary 
    waiver of the management fee and the voluntary reimbursement of certain 
    other operating expenses, would have been: 1.07% for the American Leaders 
    Fund II; 1.81% for the Fund for U.S. Government Securities II; 4.72% for 
    the Growth Strategies Fund II; 1.39% for the High Income Bond Fund II; 
    4.30% for the International Equity Fund II; 1.37% for the Prime Money 
    Fund II; and 1.36% for the Utility Fund II. 
    

   
(3) The estimated investment advisory fee has been reduced to reflect the 
    anticipated voluntary waiver of the investment advisory fee. The Fund's 
    adviser can terminate this voluntary waiver at any time at its sole 
    discretion. The maximum investment advisory fee is 0.75%. The Fund has no 
    present intention of paying or accruing a 12b-1 fee during the fiscal 
    year ending December 31, 1997. If the Fund were paying or accruing the 
    12b-1 fee, Institutional Shares would be able to pay up to 0.25% of its 
    average daily net assets for the 12b-1 fee. See "Fund Information" in the 
    Fund prospectus. 
    The total operating expenses are estimated to be 1.82% absent the 
    anticipated voluntary waiver of the management fee and the anticipated 
    voluntary reimbursement of certain other operating expenses. Total Fund 
    operating expenses are estimated based on average expenses expected to be 
    incurred during the period ending December 31, 1997. During the course of 
    this period, expenses may be more or less than the average amount shown. 
    

- --------------------------------------------------------------------------------
                                FEE TABLE - 2

<PAGE> 

Hypothetical Illustration (Example) 

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

   
The following Examples illustrate the expenses that would have been paid 
assuming a $1,000 investment in the Contract and a 5% return on assets. For 
the purposes of these Examples, the maximum maintenance fee of $30.00 that 
can be deducted under the Contract has been converted to a percentage of 
assets equal to 0.019%. 


<TABLE>
<CAPTION>
                                             EXAMPLE A                                  EXAMPLE B 
                            ------------------------------------------  ------------------------------------------ 
                                                                        If you do not withdraw the Account Value, 
                             If you withdraw the entire Account Value     or if you annuitize at the end of the 
                            at the end of the periods shown, you would  periods shown, you would pay the following 
                             pay the following expenses, including any    expenses (no deferred sales charge is 
                                 applicable deferred sales charge:                     reflected): 
                              1 year   3 years    5 years    10 years    1 year   3 years    5 years    10 years 
                             --------  ---------  --------------------  --------  ---------  -------------------- 
<S>                         <C>        <C>        <C>      <C>          <C>       <C>        <C>      <C>
Federated American Leaders 
  Fund II                      $85       $104       $138       $260       $23       $71        $121       $260 
Federated Equity Income 
  Fund II                      $85       $104       $138       $260       $23       $71        $121       $260 
Federated Fund for U.S. 
  Government Securities II     $84       $103       $135       $255       $23       $69        $119       $255 
Federated Growth Strategies 
  Fund II                      $85       $104       $138       $260       $23       $71        $121       $260 
Federated High Income Bond 
  Fund II                      $84       $103       $135       $255       $23       $69        $119       $255 
Federated International 
  Equity Fund II               $88       $116       $158       $300       $27       $83        $141       $300 
Federated Prime Money 
Fund II                        $84       $103       $135       $255       $23       $69        $119       $255 
Federated Utility Fund II      $85       $104       $138       $260       $23       $71        $121       $260 
</TABLE>
    
- --------------------------------------------------------------------------------
                                FEE TABLE - 3

<PAGE> 

                       CONDENSED FINANCIAL INFORMATION 
  (Selected data for accumulation units outstanding throughout each period) 
================================================================================
   
The condensed financial information presented below for the three years ended 
December 31, 1996 is derived from the financial statements of the Separate 
Account, which financial statements have been audited by KPMG Peat Marwick 
LLP, independent auditors. The financial statements and the independent 
auditors' report thereon, are included in the Statement of Additional 
Information. 


<TABLE>
<CAPTION>
                                                                  1996           1995           1994 
                                                              ------------   ------------   -------------
<S>                                                           <C>            <C>            <C>
FEDERATED AMERICAN LEADERS FUND II 
Value at beginning of period                                  $     12.971   $      9.838   $     10.000
Value at end of period                                        $     15.548   $     12.971   $      9.838
Increase (decrease) in value of accumulation units(1)                19.87%         31.84%         (1.62)%(2)
Number of accumulation units outstanding at end of period        3,931,613      2,057,364        188,708
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II 
Value at beginning of period                                  $     10.804   $     10.073   $     10.000 
Value at end of period                                        $     11.099   $     10.804   $     10.073 
Increase (decrease) in value of accumulation units(1)                 2.74%          7.25%          0.73%(2) 
Number of accumulation units outstanding at end of period          689,789        417,293         12,714 
FEDERATED GROWTH STRATEGIES FUND II 
Value at beginning of period                                  $     10.277   $     10.000 
Value at end of period                                        $     12.596   $     10.277 
Increase (decrease) in value of accumulation unit(1)                 22.57%          2.77%(3)
Number of accumulation units outstanding at end of period          570,182         17,503 
FEDERATED HIGH INCOME BOND FUND II 
Value at beginning of period                                  $     11.640   $      9.814   $     10.000 
Value at end of period                                        $     13.119   $     11.640   $      9.814 
Increase (decrease) in value of accumulation units(1)                12.71%         18.61%         (1.86)%(2) 
Number of accumulation units outstanding at end of period        2,069,633      1,020,321         31,309 
FEDERATED INTERNATIONAL EQUITY FUND II 
Value at beginning of period                                  $     10.255   $     10.000
Value at end of period                                        $     10.952   $     10.255
Increase (decrease) in value of accumulation unit(1)                  6.80%          2.55%(4)
Number of accumulation units outstanding at end of period          541,970        158,319 
FEDERATED PRIME MONEY FUND II 
Value at beginning of period                                  $     10.406   $     10.033   $     10.000 
Value at end of period                                        $     10.748   $     10.406   $     10.033 
Increase (decrease) in value of accumulation unit(1)                  3.29%          3.71%          0.33%(5) 
Number of accumulation units outstanding at end of period          720,521        554,934         51,949 
FEDERATED UTILITY FUND II 
Value at beginning of period                                  $     12.095   $      9.881   $     10.000 
Value at end of period                                        $     13.303   $     12.095   $      9.881 
Increase (decrease) in value of accumulation units(1)                 9.99%         22.40%         (1.19)%(2) 
Number of accumulation units outstanding at end of period        1,260,915        727,601         41,191 
</TABLE>
    
   
   (1) The above figures are calculated by subtracting the beginning 
       Accumulation Unit value from the ending Accumulation Unit value during 
       a calendar year, and dividing the result by the beginning Accumulation 
       Unit value. These figures do not reflect the deferred sales charge or 
       the fixed dollar annual maintenance fee, if any. Inclusion of these 
       charges would reduce the investment results shown. 
    

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

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

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

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

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

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

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

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

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

                              INVESTMENT OPTIONS 
================================================================================
The Funds 

   
   Purchase Payments may be allocated to one or more of the Subaccounts of 
the Federated Insurance Series (the "Trust") as designated on the 
Application. In turn, the Subaccounts invest in the corresponding Funds at 
net asset value. 
    

   The availability of Funds may be subject to regulatory authorization. In 
addition, the Company may add or withdraw Funds, as permitted by applicable 
law. 

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

   
(bullet) Federated Insurance Series--Federated American Leaders Fund II 
         (formerly IMS Equity Growth and Income Fund) seeks to achieve 
         long-term growth of capital and to provide income. The Fund pursues 
         its investment objective by investing, under normal circumstances, 
         at least 65% of its total assets in common stock of "blue-chip" 
         companies. "Blue-chip" companies generally are top- quality, 
         established growth companies which, in the opinion of the Fund's 
         adviser meet certain criteria. 
    

   
(bullet) Federated Insurance Series--Federated Equity Income Fund II seeks to 
         provide above average income and capital appreciation. The Fund 
         attempts to achieve its objectives by investing at least 65% of its 
         assets in income- producing equity securities. Equity securities 
         include common stocks, preferred stocks, and securities (including 
         debt securities) that are convertible into common stocks. The 
         portion of the Fund's total assets 
    

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

   
         invested in common stocks, preferred stocks, and convertible 
         securities will vary according to the Fund's assessment of market 
         and economic conditions and outlook. 
    


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


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

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

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

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

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

   The Trust is managed by Federated Advisers, a Delaware business trust 
organized on April 11, 1989, with its principal place of business in 
Pittsburgh, Pennsylvania. Federated Advisers is a registered investment 
adviser under the Investment Advisers Act of 1940, as amended. 

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

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

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

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

<PAGE> 

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

Credited Interest Option 

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

                                   PURCHASE 
================================================================================
Contract Availability 

   
   The Contracts are offered as (1) nonqualified deferred annuity contracts, 
(we reserve the right to limit ownership of nonqualified Contracts to natural 
persons); (2) Individual Retirement Annuities, other than "SIMPLE IRAs" as 
defined in Section 408(p) of the Internal Revenue Code; or (3) qualified 
contracts used in conjunction with certain employer sponsored retirement 
plans pursuant to Section 401(a), 403(b) and 457 of the Code. Individual 
Retirement Annuities are currently available as rollovers, and may permit 
ongoing contributions, subject to state regulatory approval. Additionally, 
availability of the Qualified Contracts described under item (3) is subject 
to approval by the Company and state regulatory agencies. 
    

   The maximum issue age for a Certificate Holder is generally 90; however, 
some states may require a lower maximum issue age. 

   Joint Certificate Holders. Contracts may be purchased by two individuals 
as Joint Certificate Holders. A Joint Certificate Holder must be the spouse 
of the other Joint Certificate Holder unless otherwise prohibited by state 
law. Tax law prohibits the purchase of Qualified Contracts by Joint 
Certificate Holders. 

Purchasing Interests in the Contract 

   
   Group Contracts. Groups will generally consist of those eligible 
individuals who have established an account with a broker-dealer or bank who 
has agreed to act as a Distributor for the Contracts. The Distributor or its 
designee will execute a master application and return it to the Company. The 
master application will then be delivered to the Company for its approval. 
Once the Application is approved, the Contract will be issued and the 
Contract Holder will be entitled to exercise certain limited rights under the 
Contract. (See "Contract Rights.") Under certain circumstances, the person 
who would otherwise be the Contract Holder may designate a trustee or other 
third party to act as Contract Holder in its place subject to applicable 
insurance laws. In that event, the third party would exercise the Contract 
rights for the group Contract. 
    

   
   Eligible individuals who want to purchase an interest in a Contract as 
part of the group will fill out an Application and return it with their 
initial Purchase Payment to their Registered Representative or to the 
Underwriter for delivery to the Company. Once the Application is accepted, a 
Certificate will be issued to the individual evidencing his or her interest 
in the group Contract. 
    

   
   Individual Contracts. Certain states will not allow a group Contract to be 
offered due to provisions in their insurance laws. In those states, an 
eligible individual will submit an Application and will be issued a Contract 
rather than a Certificate. Individuals who want to purchase a Contract must 
fill out an Application and return it with their initial Purchase Payment to 
their Registered Representative or to the Underwriter for delivery to the 
Company. Once the Application is accepted, an individual Contract will be 
issued to the purchaser. 
    

   
   Rejection. Any Application and initial Purchase Payment tendered by a 
prospective Certificate Holder may be rejected for any reason by the Company. 
The Company will also return any forms that are incomplete or that do not 
include sufficient information to set up an Account, unless the forms are 
completed within five business days from the date the Company receives them. 
Purchase Payments may be held for longer periods only with the consent of the 
Certificate Holder. All forms that are rejected will be 
    

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

returned with a refund of all Purchase payments submitted with them. 

General 

   Certificate Holders. The Term "Certificate Holders," as used in this 
Prospectus, includes individuals purchasing an interest in the Contract as 
part of a group and individuals who acquire individual Contracts. Generally, 
Nonqualified Certificate Holders must be natural persons. 

   Joint Certificate Holders. Contracts may be purchased by two individuals 
as joint Certificate Holders, except for Contracts acquired by individuals 
for purposes of establishing a Qualified Contract. A joint Certificate Holder 
must be the spouse of the other joint Certificate Holder unless otherwise 
prohibited by state law. (See "Tax Status" and "Contract Rights.") 

Purchase Payments 

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

   
   The minimum initial Purchase Payment amount is $1,500. Additional Purchase 
Payments must be at least $500, or if made by automatic check plan, $50 per 
month. In some states, a Contract is issued as an Individual Retirement 
Annuity can accept only a lump sum, rollover Purchase Payment. Additional 
Purchase Payments made to an existing Contract are subject to the terms and 
conditions published by us at the time of the subsequent payment. A Purchase 
Payment of more than $1,000,000 will be allowed only with the Company's 
consent. We also reserve the right to reject any Purchase Payment to a 
prospective or existing Account without advance notice, unless prohibited by 
state law. 
    

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

   
   Allocation of Purchase Payments. Purchase Payments will initially be 
allocated to the Subaccounts or the Guaranteed Account as specified on the 
Application. Changes in such allocation may be made in writing or by 
telephone transfer. Allocations must be in whole percentages, and there may 
be limitations on the number of investment options that can be selected. 
    

Contract Rights 

   The Contract Holder has title to the Contract and has the right to accept 
or reject any modifications to the Contract. For group Contracts, this is the 
only right the Contract Holder has. All other rights, specifically those 
relating to the Account under the Contract, are held by the Certificate 
Holder. Certificate Holders' rights are subject to rights of any assignee 
under an assignment filed with the Company and to the rights of any 
irrevocably named beneficiary. 

   
   Joint Certificate Holders have equal rights under the Contract and with 
respect to their Account. On the death of a Joint Certificate Holder prior to 
the Annuity Date, the surviving Certificate Holder may retain all ownership 
rights under the Contract or elect to have the proceeds distributed. (See 
"Death Benefits.") All rights under the Contract must be exercised by both 
Joint Certificate Holders with the exception of transfers among investment 
options; which can be exercised by one Joint Certificate Holder, after the 
Account has been established. 
    

Designations of Beneficiary and Annuitant 

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

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

   
   For Qualified Contracts issued as an Individual Retirement Annuity, the 
Certificate Holder must be the Annuitant. For Nonqualified Contracts, the 
Certificate 
    

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

   
Holder and the Annuitant may, but need not, be the same person. 
    

Right to Cancel 

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

                            CHARGES AND DEDUCTIONS 
================================================================================
Daily Deductions from the Separate Account 

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

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

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

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

Maintenance Fee 

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

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

Deferred Sales Charge 

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

   The 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 

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

Purchase Payments are withdrawn in the same order they were applied to the 
Account. Partial withdrawals from the Guaranteed Account will be treated as 
described in the Appendix and the prospectus for the Guaranteed Account. The 
total charge will be the sum of the charges applicable for all of the 
Purchase Payments withdrawn. Reduced charges apply to Purchase Payments in 
excess of $1.5 million. 

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

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

(bullet) applied to provide Annuity benefits; 

(bullet) paid to a Beneficiary due to the Certificate Holder's death
         before Annuity Payments start, up to a maximum of the Purchase
         Payment(s) in the Account on the Certificate Holder's date of
         death (if the Certificate Holder is a non-natural person, death
         benefits are paid at the death of the Annuitant);

(bullet) made due to the election of an Additional Withdrawal Option (see 
         "Additional Withdrawal Options"); 

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

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

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

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

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

   
   Free Withdrawals. At least 12 months after the date the first Purchase 
Payment is applied to your Account and subject to the restrictions described 
below, you may withdraw up to 15% of your current Account Value during each 
calendar year without imposition of a deferred sales charge. The free 
withdrawal applies only to the first partial or full withdrawal in each 
calendar year. The free withdrawal amount will be based on the Account Value 
calculated on the Valuation Date next following our receipt of your request 
for withdrawal. If your withdrawal exceeds the free withdrawal allowance, we 
will deduct a deferred sales charge on the excess amount. (See the Appendix 
for a discussion of withdrawals from the Guaranteed Account.) This provision 
may not be exercised if an Additional Withdrawal Option is in effect in the 
same calendar year or if you have withdrawn a minimum distribution required 
by the Code for which the deferred sales charge has been waived in the same 
calendar year. (See "Additional Withdrawal Options.") 
    

Fund Expenses 

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

Premium and Other Taxes 

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

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                                       6
<PAGE> 

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

                              CONTRACT VALUATION 
================================================================================
Account Value 

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

Accumulation Units 

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

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

Net Investment Factor 

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

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

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

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

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

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

   The net investment rate may be either positive or negative. 

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

   
   During the Accumulation Period, twelve free transfers are allowed per 
calendar year. Thereafter, the Company reserves the right to charge up to $10 
for each additional 
    

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                                       7
<PAGE> 

   
transfer. The Company currently does not impose this charge. 
    

Dollar Cost Averaging Program 

   
   You may establish automated transfers of Account Values on a monthly or
quarterly basis through the Company's Dollar Cost Averaging Program. Dollar cost
averaging is a system for investing a fixed amount of money at regular intervals
over a period of time. The Dollar Cost Averaging Program permits the transfer of
amounts from any of the variable funding options and an available Guaranteed
Term subject to the Company's terms and conditions to any of the Subaccounts. A
market value adjustment will not be applied to dollar cost averaging transfers
from an available Guaranteed Term. There is no additional charge for this
Program. (See the Appendix for a discussion of the restrictions and features
attributable to the Guaranteed Account.)
    

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

   Dollar Cost Averaging is not available to individuals who have elected an 
Additional Withdrawal Option or the Account Rebalancing Program. 

Account Rebalancing Program 

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

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

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

   Withdrawals may be requested in one of the following forms: 

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

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

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


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

   
   The tax treatment of withdrawals from each Nonqualified Contract may be 
affected if you own other annuity contracts issued by us (or our affiliates) 
that were purchased on or after October 21, 1988. (See "Tax Status.") 
    
   
   Withdrawal Restrictions from 403(b) Plans. Under Section 403(b) Contracts, 
the withdrawal of salary reduction contributions and earnings on such 
contributions is generally prohibited prior to the participant's death, 
disability, attainment of age 59-1/2, separation from service or financial 
hardship. (See "Tax Status.") 
    

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                                       8
<PAGE> 

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

   The Additional Withdrawal Options currently available under the Contract 
include the following: 

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

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

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

   
   If you select one of the Additional Withdrawal Options, you will retain 
all of the rights and flexibility permitted under the Contract during the 
Accumulation Period. Your Account Value will continue to be subject to the 
charges and deductions described in this Prospectus. Taking a withdrawal 
under one of these Additional Withdrawal Options may have tax consequences. 
Any person concerned about tax implications should consult a competent tax 
advisor prior to electing an option. 
    

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

                   DEATH BENEFIT DURING ACCUMULATION PERIOD 
================================================================================
   A death benefit will be payable to the Beneficiary(ies) if the Certificate 
Holder dies before Annuity Payments have commenced. Upon the death of a Joint 
Certificate Holder prior to the Annuity Date, the surviving Certificate 
Holder, if any, will become the designated Beneficiary. Any other Beneficiary 
designation on record with the Company at the time of death will be treated 
as a contingent Beneficiary. If the Certificate Holder is a non-natural 
person, the death benefit will be paid to the Beneficiary(ies) at the death 
of the Annuitant. 

   A Beneficiary may elect the death benefit to be paid under one of the 
options described below or if the designated Beneficiary is the spouse of the 
Certificate Holder, he or she may continue as a Certificate Holder and 
exercise all the deceased Certificate Holder's rights under the Contract. 

Death Benefit Amount 

   Upon the death of the Certificate Holder (or the Annuitant when the 
Certificate Holder is a non-natural person), the death benefit proceeds will 
be the greatest of: 

(1) The Account Value as of the Valuation Date next following our receipt at 
    our Home Office of proof of death and election of the payment type to be 
    made; or 

(2) The Account Value on the most recent seventh year anniversary of the 
    Effective Date plus any Purchase Payments made after such Effective Date 
    anniversary less any withdrawals and any amounts annuitized; or 

(3) The amount of the death benefit determined as of the Valuation Date 
    corresponding to the date of death as follows: 

 (i) Until the first Effective Date anniversary, the death benefit is equal 
     to the Purchase Payments made by the Certificate Holder during that 
     year, less any withdrawals and any amounts annuitized. 

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                                       9
<PAGE> 

   For each year thereafter, the death benefit during the year is equal to 
the death benefit at the beginning of the year (see (ii) below) plus all 
Purchase Payments made during the year less any withdrawals and any amounts 
annuitized that year. 

 (ii) On the anniversary of the Effective Date each year, the death benefit 
      is determined as follows: 

   (a) The death benefit on the previous Effective Date anniversary increased 
       by the death benefit factor of 4%; plus 

   (b) Purchase Payments made by the Certificate Holder during the year since 
       the last anniversary of the Effective Date increased by the death 
       benefit factor of 4% for the portion of the year since the Purchase 
       Payment was made; less 

   (c) Any withdrawals or amounts applied to an Annuity Option during the 
       year increased by the death benefit factor of 4% for the portion of 
       the year since the withdrawal or election of an Annuity Option. 

   
   Currently there is no limitation on the maximum death benefit payable; 
however, we reserve the right, in the future, to impose a limitation on the 
maximum allowable death benefit under sections (2) and (3) above. We 
currently do not anticipate imposing such a limitation prior to May 1, 2000. 
    

   The death benefit calculation described in (2) and (3) applies until the 
Certificate Holder attains age 85. Thereafter, the death benefit is only 
adjusted for Purchase Payments, withdrawals and anuitizations. If the 
Certificate Holder attains age 85 prior to the seventh anniversary of the 
Effective Date, the death benefit will be the greater of (1) or (3) above. If 
the Certificate Holder is a non-natural person the Death Benefit calculation 
will be based on the age of the Annuitant. 

   The excess, if any, of the guaranteed death benefit value over the Account 
Value is determined when we receive proof of death at our Home Office. Any 
excess amount is allocated to the Federated Prime Money Fund II Subaccount. 
The Account Value plus any excess amount deposited becomes the Account Value. 

   In the case of a spousal Beneficiary who continues the Account in his or 
her own name, the death benefit shall be equal to the Adjusted Account Value 
less any applicable deferred sales charge on any Purchase Payment made after 
we receive proof of death. 

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

Death Benefit Payment Options 

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

   Nonqualified Contracts. If the Certificate Holder (or Annuitant if the 
Certificate Holder is a non-natural person) dies and the Beneficiary is the 
surviving spouse, he or she will automatically become the successor 
Certificate Holder. The successor Certificate Holder may exercise all rights 
under the Contract and elect to (1) continue in the Accumulation Period, or 
(2) apply some or all of the Adjusted Account Value to any of the Annuity 
Options or (3) receive, at any time, a lump sum payment of the death benefit. 
Under the Code, distributions are not required until the successor 
Certificate Holder's death. 

   If the Certificate Holder (or Annuitant if the Certificate Holder is a 
non-natural person) dies and the Beneficiary is not the surviving spouse, he 
or she may elect Option (2) or (3) above. According to the Code, any portion 
of the death benefit not distributed in installments over the life or life 
expectancy beginning within one year of the date of death, must be 
distributed within five years of the date of death. (See "Tax Status of the 
Contract.") A market value adjustment will apply at the time the death 
benefit is paid. 

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

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

   If ECO or SWO is in effect and the participant dies before the required 
beginning date for minimum distributions, payments will cease. A Beneficiary 
may receive distributions under ECO or SWO provided the election would 
satisfy the Code minimum distribution rules and would be permitted under the 
Plan. 

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

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

Death of the Annuitant 


   If the Certificate Holder is a non-natural person, a death benefit is paid 
at the death of the Annuitant and a new Annuitant may not be named. In all 
other circumstances, if the Annuitant who is not a Certificate Holder dies on 
or before the Annuity Date, no Death Benefit is due and a new Annuitant may 
be named. If no Annuitant is named, the Certificate Holder will be the 
Annuitant. If the Annuitant dies after the Annuity Date, the death benefit, 
if any, will be payable to the Beneficiary as specified in the Annuity Option 
elected. We will require proof of the Annuitant's death. Death benefits will 
be paid at least as rapidly as would have been paid under the method of 
distribution in effect at the time of the Annuitant's death. 


                                ANNUITY PERIOD 
================================================================================
Annuity Period Elections 

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

   
   As of January 1, 1997, the Code generally requires that for Qualified 
Contracts, other than for IRAs and for five- percent owners in other 
Qualified Contracts, minimum annual distributions of the Account Value must 
begin by April 1st of the calendar year following the calendar year in which 
a participant attains age 70-1/2 or retires, whichever occurs later. For IRA 
depositors and for five-percent owners, minimum distributions must begin by 
April 1 of the calendar year following the calendar year in which the 
participant attains age 70-1/2. In addition, distributions must be in a form 
and amount sufficient to satisfy the Code requirements. These requirements 
may be satisfied by the election of certain Annuity Options or Additional 
Withdrawal Options. (See "Tax Status.") For Nonqualified Contracts, failure 
to select an Annuity Option and an Annuity Date, or postponement of the 
Annuity Date past the Annuitant's 90th birthday or tenth anniversary of the 
last Purchase Payment, may have adverse tax consequences. You should consult 
with a qualified tax adviser if you are considering such a course of action. 
    

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

(bullet) the date on which you would like annuity payments to begin; 

(bullet) the Annuity Option under which you want payments to be
         calculated and paid;

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

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

   
   Annuity Payments will not begin until you have selected an Annuity Option. 
Until a date and option are elected, the Account will continue in the 
Accumulation Period. Once annuity payments begin, the Annuity Option may not 
be changed. (See "Annuity Options" below for more information about transfers 
during the Annuity Period.) 
    

Partial Annuitization 

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

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

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

   
Annuity Options 

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

Lifetime Annuity Options: 

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

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

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

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

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

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

* (If approved by your state) 

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


Nonlifetime Annuity Option: 
   
Under this option, payments may be made for 5-30 years, as selected by the 
Certificate Holder. If this option is elected as a variable Annuity, the 
Certificate Holder may request that the present value of all or any portion 
of the remaining variable payments be paid in one sum. If elected on a fixed 
basis, you cannot elect to receive a lump-sum settlement. 
    

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

Annuity Payments 

   
   Duration of Payments. For Qualified Contracts only, Annuity payments may 
not extend beyond (a) the life of the Annuitant, (b) the joint lives of the 
Annuitant and beneficiary, (c) a period certain greater than the Annuitant's 
life expectancy, or (d) a period certain greater than the joint life 
expectancies of the Annuitant and beneficiary. 
    

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

   If Annuity Payments are to be made on a variable basis, the first and 
subsequent payments will vary depending on the assumed net investment rate 
selected (3-1/2% or 5% per annum). Selection of a 5% rate causes a higher 
first payment, but Annuity Payments will increase thereafter only to the 
extent that the net investment rate exceeds 5% on an annualized basis (plus 
up to 0.25% to offset any applicable administrative charge). Annuity Payments 

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

would decline if the rate were below 5%. Use of the 3-1/2% assumed rate 
causes a lower first payment, but subsequent payments would increase more 
rapidly or decline more slowly as changes occur in the net investment rate. 
(See the Statement of Additional Information for further discussion on the 
impact of selecting an assumed net investment rate.) 

Charges Deducted During the Annuity Period 

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

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

   If Lifetime Option 2 or Option 5 was elected and the death of the 
Annuitant under Option 2, or the surviving Annuitant under Option 5, occurs 
prior to the end of the guaranteed minimum payment period, we will continue 
payments to the Beneficiary unless the Beneficiary elects a lump sum. 

   If the nonlifetime option was elected, and the Annuitant dies before all 
payments are made, the value of any remaining payments will be paid to the 
Beneficiary unless the Beneficiary elects a lump sum. 

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

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

Death of the Certificate Holder During the Annuity Period 

   If the Certificate Holder is the Annuitant, and the Annuity Payments are 
solely life contingent, the death of the Certificate Holder after the Annuity 
Date terminates the Annuity payments. If the Certificate Holder is not the 
Annuitant, or if Annuity Payments are for a stated period of time, the 
Certificate Holder's death after the Annuity Date will not affect the Annuity 
payment except as provided under "Death of the Annuitant." The remaining 
payments under the Annuity Option elected will be made to the Beneficiary at 
least as rapidly as under the method of distribution in effect at the time of 
the Certificate Holder's death. 

                                  TAX STATUS 
================================================================================
Introduction 

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

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

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                                       13
<PAGE> 

Taxation of the Company 

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

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

Tax Status of the Contract 

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

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

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

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

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

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                                       14
<PAGE> 

   
   Required Distributions--Qualified Contracts. The Code has required 
distribution rules for Section 401(a), 403(b) and 457 Plans and Individual 
Retirement Annuities. Other than for IRAs and for five-percent owners in the 
Qualified Contracts distributions must generally begin by April 1 of the 
calendar year following the calendar year in which the participant attains 
age 70-1/2 or retires, whichever occurs later. For IRA depositors and for 
five-percent owners, minimum distributions must begin by April 1 of the 
calendar year following the calendar year in which the participant attains 
age 70-1/2 or retires, whichever occurs later. Under 403(b) plans, if the 
Company maintains separate records, distribution of amounts held as of 
December 31, 1986 must generally begin by the end of the calendar year in 
which the participant attains age 75 (or retires, whichever occurs later). 
However, special rules require that some or all of the balance be distributed 
earlier if any distributions are taken in excess of the minimum required 
amount. 
    

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

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

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

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

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

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

Taxation of Annuity Contracts 

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

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                                       15
<PAGE> 

   
   Non-Natural Holders of a Nonqualified Contract: If the Certificate Holder 
is not a natural person, a Nonqualified Contract is not treated as an annuity 
for income tax purposes and the "income on the contract" for the taxable year 
is currently taxable as ordinary income. "Income on the contract" is any 
increase over the year in the Surrender Value, adjusted for Purchase Payments 
made during the year, amounts previously distributed and amounts previously 
included in income. There are some exceptions to the rule and a non-natural 
person should consult with its tax advisor prior to purchasing this Contract. 
A non-natural person exempt from federal income taxes should consult with its 
tax advisor regarding treatment of "income on the contract" for purposes of 
the unrelated business income tax. When the Certificate Holder is not a 
natural person, the Annuitant is considered the Certificate Holder for the 
purpose of meeting the required distribution-at-death rules. In addition, 
when the Certificate Holder is not a natural person, a change in Annuitant is 
treated as the death of the Certificate Holder. 
    

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

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

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

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

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

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

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

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                                       16
<PAGE> 

   If a distribution is made from a Qualified Contract sold in conjunction 
with a Section 401(a) Plan or Section 403(b) Plan, the penalty tax will not 
apply on distributions made when the participant (a) attains age 59-1/2, (b) 
becomes permanently and totally disabled, (c) dies, (d) separates from 
service with the plan sponsor at or after age 55, (e) rolls over the 
distribution amount to another plan of the same type in accordance with the 
terms of the Code, or (f) takes the distributions in substantially equal 
periodic payments (at least annually) over his or her life or life expectancy 
or the joint lives or joint life expectancies of the participant and plan 
beneficiary, provided the participant has separated from service with the 
plan sponsor. In addition, the penalty tax does not apply for the amount of a 
distribution equal to unreimbursed medical expenses incurred by the 
participant that qualify for deduction as specified in the Code. The Code may 
impose other penalty taxes in other circumstances. 

   
   In general, the same exceptions described in the preceding paragraph will 
apply to distributions made from an Individual Retirement Annuity. Beginning 
January 1, 1997, the penalty tax is also waived on distributions made from an 
IRA to pay for health insurance premiums for certain unemployed individuals. 
    

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

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

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

Contracts Used with Certain Retirement Plans 

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

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

   Section 457 Plans. Code Section 457 provides for certain deferred 
compensation plans. These plans may be offered with respect to service for 
state governments, local governments, political subdivisions, agencies, 
instrumentalities and certain affiliates of such entities, and tax exempt 
organizations. These plans are subject to various restrictions on 
contributions and distributions. The 

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                                       17
<PAGE> 

   
plans may permit participants to specify the form of investment for their 
deferred compensation account. 
    

   
   Prior to the August 20, 1996 enactment of the Small Business Job 
Protection Act of 1996 (the "the Small Business Act") compensation deferred 
under the plans, all property and rights purchased with such amounts, and all 
income attributable to such amounts, property or rights remained solely the 
property and rights of the employer (without being restricted to the 
provision of benefits) subject only to the claims of the employer's general 
creditors. For that reason, depending on the terms of the particular plan, 
the employer may have been entitled to draw on deferred amounts for purposes 
unrelated to its Section 457 plan obligations. 
    

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

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

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

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

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

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

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

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

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

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                                       18
<PAGE> 

higher or lower, depending on certain conditions. In addition Purchase 
Payments will be excluded from a participant's gross income only if the Plan 
meets certain nondiscrimination requirements. 

   Section 403(b)(11) restricts the distribution under Section 403(b) 
contracts of: (1) salary reduction contributions made after December 31, 
1988; (2) earnings on those contributions; and (3) earnings during such 
period on amounts held as of December 31, 1988. Distribution of those amounts 
may only occur upon death of the participant, attainment of age 59-1/2, 
separation from service, total and permanent disability, or financial 
hardship. In addition, income attributable to salary reduction contributions 
may not be distributed in the case of hardship. 

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

Withholding 

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

                                MISCELLANEOUS 
================================================================================
Distribution 

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

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

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

   Other than the mortality and expense risk charge, the administrative 
charge and the reimbursements by Federated Advisers for administrative 
charges, all expenses incurred in the operations of the Separate Account are 
borne by the Company. 

Delay or Suspension of Payments 

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

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                                       19
<PAGE> 

SEC may by order permit for the protection of investors. The conditions under 
which restricted trading or an emergency exists shall be determined by the 
rules and regulations of the SEC. 

Performance Reporting 

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

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

Voting Rights 

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

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

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

Modification of the Contract 

   
   The Company may change the Contract as required by federal or state law. 
In addition, the Company may, upon 30 days written notice to the Contract 
Holder and the Certificate Holder, make other changes to group Contracts that 
would apply only to individuals who become Certificate Holders under that 
Contract after the effective date of such changes. If the group Contract 
Holder does not agree to a change, the Company reserves the right to refuse 
to establish new Accounts under the Contract. Certain changes will require 
the approval of appropriate state or federal regulatory authorities. 
    

Transfers of Ownership; Assignment 

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

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                                       20
<PAGE> 

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

Involuntary Terminations 

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

Legal Matters and Proceedings 

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

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

  General Information and History 
  Variable Annuity Account B 
  Offering and Purchase of Contracts 
  Performance Data 
    General 
    Average Annual Total Return Quotations 
  Annuity Payments 
  Sales Material and Advertising 
  Independent Auditors 
  Financial Statements of the Separate Account 
  Financial Statements of the Company 

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

                                   APPENDIX 
                           ALIAC GUARANTEED ACCOUNT 
================================================================================
   The ALIAC Guaranteed Account (the "Guaranteed Account") is a credited 
interest option available during the Accumulation Period under the Contracts. 
The ALIAC Guaranteed Account is only offered in states where the offer and 
sale has been authorized by the appropriate regulatory authorities. This 
Appendix is a summary of the Guaranteed Account and is not intended to 
replace the Guaranteed Account prospectus. You should read the accompanying 
Guaranteed Account prospectus carefully before investing. 

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

   
   During a deposit period, amounts may be applied to any of the available 
guaranteed terms. A Guaranteed Term is the period of time specified by the 
Company for which a specific Guaranteed Rate or Rates are offered on amounts 
invested during a specific Deposit Period. Guaranteed Terms are made 
available by the Company subject to the Company's terms and conditions. See 
the prospectus for the Guaranteed Account for further details regarding 
Guaranteed Term. The Company may offer more than one Guaranteed Term of the 
same duration. Purchase Payments received after the initial payment will be 
allocated in the same proportions as the last allocation, if no new 
allocation instructions are received with the Purchase Payment. For amounts 
allocated to the Guaranteed Account, if the same guaranteed term(s) are not 
available, the next shortest term will be used. If no shorter guaranteed term 
is available, the next longer guaranteed term will be used. 
    

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

   If a Certificate Holder requests a partial withdrawal of the Account Value 
without designating from which investment option it should be taken, a 
proportionate share will be withdrawn from the Guaranteed Account. The amount 
will be withdrawn from all guaranteed term groups as defined in the 
prospectus for the Guaranteed Account. 

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

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

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

a guaranteed term maturity date and only applies to the first transaction 
regardless of the amount involved in the transaction. 

Mortality and Expense Risk Charges 

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

Transfers 

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

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

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

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

Death Benefit 

   Full and partial withdrawals and transfers made from the Guaranteed 
Account (including transfers due to annuitization) within six months after 
the date of the Certificate Holder's death (or Annuitant's death, if the 
Certificate Holder is a non-natural person) will be the greater of: 

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

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

   After the six-month period, the surrender or transfer amount will be 
adjusted for the aggregate MVA amount, which may be greater or less than the 
Account Value of those amounts. However, only a positive aggregate Market 
Value Adjustment will be applied to transfers made due to annuitization under 
one of the Lifetime Annuity Options. 

   
Distribution 
    

   
   The Company is the principal underwriter of the Contract. The Company is 
registered with the Securities and Exchange Commission under the Securities 
Exchange Act of 1934 as a broker-dealer, and is a member of the National 
Association of Securities Dealers, Inc. 
    
- --------------------------------------------------------------------------------
                                       23
<PAGE> 



- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT B
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------
   
              Statement of Additional Information dated May 1, 1997
    
                                Aetna Growth Plus
   
This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account B (the
"Separate Account") dated May 1, 1997.
    
A free prospectus is available upon request from the local Aetna Life Insurance
and Annuity Company office or by writing to or calling:


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


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



                                TABLE OF CONTENTS

                                                                       Page


General Information and History.................................      1
Variable Annuity Account B......................................      1
Offering and Purchase of Contracts..............................      2
Performance Data................................................      2
      General...................................................      2
      Average Annual Total Return Quotations....................      3
Annuity Payments................................................      3
Sales Material and Advertising..................................      4
Independent Auditors............................................      5
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 the investment adviser for the Federated Funds.

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 substitutions 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. The Funds currently available under
the 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>
    

                                       1
<PAGE>

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 entitled "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 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
inception 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 condensed financial
information shown in the prospectus because, for periods prior to 1994, the
Subaccount's investment performance was based on the 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.

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.

                                       2
<PAGE>

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - Standardized and Non-Standardized

   
The table shown below reflects the average annual standardized and
non-standardized total return quotation figures for the periods ended December
31, 1996 for the Subaccounts available under the Contract. For those Subaccounts
where results are not available for the full calendar period indicated, the
percentage shown is an average annual return since inception (denoted with an
asterisk).

<TABLE>
<CAPTION>
                                         ---------------------------------- ------------------------------------------- ------------
                                                                                                                           FUND
         ($30 MAINTENANCE FEE)                      STANDARDIZED                         NON-STANDARDIZED                INCEPTION
                                                                                                                           DATE
 --------------------------------------- ---------------------------------- ------------------------------------------- ------------
               SUBACCOUNT                1  Year    5 Years     10 Years    1 Year      3 Years    5 Years   10 Years
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- --------- ----------- -----------
<S>                                        <C>        <C>          <C>        <C>         <C>        <C>        <C>      <C>
 Federated American Leaders Fund II        12.66%     15.37%*      n/a        19.85%      16.38%*    n/a        n/a      02/10/94
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- --------- ----------- -----------
 Federated Fund for U.S. Government
 Securities II                             (3.45%)     2.71%*      n/a         2.72%       4.13%*    n/a        n/a      03/28/94
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- --------- ----------- -----------
 Federated Growth Strategies Fund II       15.20%     16.47%*      n/a        22.55%      20.21%*    n/a        n/a      10/02/95
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- --------- ----------- -----------
 Federated High Income Bond Fund II         5.92%      7.68%*      n/a        12.69%       8.91%*    n/a        n/a      03/01/94
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- --------- ----------- -----------
 Federated International Equity Fund II     0.37%      2.68%*      n/a         6.78%       5.63%*    n/a        n/a      05/08/95
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- --------- ----------- -----------
 Federated Prime Money Fund II             (2.94%)     1.52%*      n/a         3.26%       3.44%*    n/a        n/a      11/18/94
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- --------- ----------- -----------
 Federated Utility Fund II                  3.38%      7.88%*      n/a         9.98%       9.08%*    n/a        n/a      02/10/94
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- --------- ----------- -----------
</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.

                                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

                                       3
<PAGE>

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.

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.

                                       4
<PAGE>

   
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.

                                       5
<PAGE>


                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT B


                                      Index


Statement of Assets and Liabilities....................................... S-2
Statements of Operations and Changes in Net Assets........................ S-6
Notes to Financial Statements............................................. S-7
Independent Auditors' Report.............................................. S-15





                                       S-1
<PAGE>


Variable Annuity Account B

Statement of Assets and Liabilities - December 31, 1996:

<TABLE>
<S>                                                                                                                    <C>
ASSETS:
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 22,674,496 shares (cost $674,480,933) ..............................................           $  734,460,247
  Aetna Income Shares; 5,554,723 shares (cost $69,738,402) ................................................               70,118,035
  Aetna Variable Encore Fund; 8,093,492 shares (cost $107,322,605) ........................................              106,781,998
  Aetna Investment Advisers Fund, Inc; 8,423,410 shares (cost $112,230,262) ...............................              127,344,696
  Aetna GET Fund, Series B; 1,148,634 shares (cost $11,845,728) ...........................................               16,333,339
  Aetna GET Fund, Series C; 907,283 shares (cost $9,136,442) ..............................................                9,281,276
  Aetna Ascent Variable Portfolio; 446,824 shares (cost $5,362,215) .......................................                5,638,668
  Aetna Crossroads Variable Portfolio; 442,088 shares (cost $5,144,208) ...................................                5,295,700
  Aetna Legacy Variable Portfolio; 549,727 shares (cost $6,140,411) .......................................                6,186,987
  Aetna Variable Index Plus Portfolio; 182,043 shares (cost $1,989,418) ...................................                1,985,372
  Alger American Funds:
    Balanced Portfolio; 408,798 shares (cost $4,238,672) ..................................................                3,777,291
    Growth Portfolio; 1,268,424 shares (cost $41,195,068) .................................................               43,545,003
    Income and Growth Portfolio; 768,597 shares (cost $7,300,499) .........................................                6,471,587
    Leveraged AllCap Portfolio; 589,862 shares (cost $11,198,918) .........................................               11,419,728
    MidCap Portfolio; 929,402 shares (cost $19,160,303) ...................................................               19,842,727
    Small Capitalization Portfolio; 1,436,114 shares (cost $59,246,689) ...................................               58,751,429
  Calvert Responsibly Invested Balanced Portfolio; 336,323 shares (cost $597,518) .........................                  596,637
  Fidelity Investments Variable Insurance Products Fund:
    Equity-Income Portfolio; 3,446,529 shares (cost $66,707,023) ..........................................               72,480,497
    Growth Portfolio; 1,860,260 shares (cost $54,670,184) .................................................               57,928,484
    High Income Portfolio; 1,174,877 shares (cost $13,895,035) ............................................               14,709,464
    Overseas Portfolio; 515,036 shares (cost $8,959,583) ..................................................                9,703,271
  Fidelity Investments Variable Insurance Products Fund II:
    Asset Manager Portfolio; 350,352 shares (cost $5,447,282) .............................................                5,931,464
    Contrafund Portfolio; 3,414,168 shares (cost $50,327,864) .............................................               56,538,618
    Index 500 Portfolio; 307,196 shares (cost $25,139,330) ................................................               27,380,370
    Investment Grade Bond Portfolio; 389,026 shares (cost $4,585,849) .....................................                4,761,677
  Insurance Management Series:
    American Leaders Fund II; 4,005,705 shares (cost $52,316,587) .........................................               61,127,055
    Growth Strategies Fund II; 561,108 shares (cost $6,448,785) ...........................................                7,182,178
    High Income Bond Fund II; 2,651,478 shares (cost $26,128,555) .........................................               27,151,137
    International Equity Fund II; 531,863 shares (cost $5,627,988) ........................................                5,935,590
    Prime Money Fund II; 7,744,318 shares (cost $7,744,318) ...............................................                7,744,318
    US Government Securities Fund II; 758,792 shares (cost $7,582,811) ....................................                7,656,209
    Utility Fund II; 1,420,364 shares (cost $15,043,602) ..................................................               16,774,494
 Janus Aspen Series:
    Aggressive Growth Portfolio; 1,729,280 shares (cost $31,007,236) ......................................               31,542,060
    Balanced Portfolio; 797,173 shares (cost $11,400,361) .................................................               11,774,244
    Flexible Income Portfolio; 457,937 shares (cost $5,073,822) ...........................................                5,147,217
    Growth Portfolio; 1,346,496 shares (cost $19,790,729) .................................................               20,884,154
    Short-Term Bond Portfolio; 192,639 shares (cost $1,947,988) ...........................................                1,920,611
    Worldwide Growth Portfolio; 3,419,377 shares (cost $61,321,568) .......................................               66,472,691
  Lexington Emerging Markets Fund; 249,599 shares (cost $2,582,550) .......................................                2,515,960
  Lexington Natural Resources Trust Fund; 332,525 shares (cost $4,213,645) ................................                4,751,784
 MFS Funds:
    Emerging Growth Series; 679,608 shares (cost $9,083,804) ..............................................                8,998,008
    Research Series; 516,109 shares (cost $6,571,748) .....................................................                6,776,512
    Total Return Series; 307,540 shares (cost $4,144,359) .................................................                4,216,370
    Value Series; 19,591 shares (cost $207,906) ...........................................................                  208,841
    Worldwide Government Series; 38,555 shares (cost $398,609) ............................................                  407,913
  Neuberger & Berman Advisers Management Trust -
    Growth Portfolio; 319,727 shares (cost $8,249,239) ....................................................                8,242,574
  Scudder Variable Life Investment Fund -
    International Portfolio; 909,444 shares (cost $10,539,678) ............................................               12,050,127
</TABLE>

                                       S-2
<PAGE>


Variable Annuity Account B

Statement of Assets and Liabilities - December 31, 1996 (continued):

<TABLE>
<S>                                                                                                                    <C>
  TCI Portfolios, Inc:
    Balanced Fund; 396,732 shares (cost $2,846,031) .......................................................           $    2,991,356
    Growth Fund; 4,332,926 shares (cost $45,957,552) ......................................................               44,369,162
    International Fund; 789,697 shares (cost $4,330,759) ..................................................                4,706,594
                                                                                                                      --------------
NET ASSETS  (cost $1,726,620,671) .........................................................................           $1,848,811,724
                                                                                                                      ==============

Net assets represented by:

Reserves for annuity contracts in accumulation and payment period: (Notes 1 and 5)
 Aetna Variable Fund:
   Annuity contracts in accumulation ......................................................................           $  644,728,031
   Annuity contracts in payment period ....................................................................               89,732,216
 Aetna Income Shares:
   Annuity contracts in accumulation ......................................................................               66,534,546
   Annuity contracts in payment period ....................................................................                3,583,489
 Aetna Variable Encore Fund:
   Annuity contracts in accumulation ......................................................................              106,781,998
 Aetna Investment Advisers Fund, Inc:
   Annuity contracts in accumulation ......................................................................              119,402,212
   Annuity contracts in payment period ....................................................................                7,942,484
 Aetna GET Fund, Series B:
   Annuity contracts in accumulation ......................................................................               16,333,339
 Aetna GET Fund, Series C:
   Annuity contracts in accumulation ......................................................................                9,281,276
 Aetna Ascent Variable Portfolio:
   Annuity contracts in accumulation ......................................................................                5,638,668
 Aetna Crossroads Variable Portfolio:
   Annuity contracts in accumulation ......................................................................                5,295,700
 Aetna Legacy Variable Portfolio:
   Annuity contracts in accumulation ......................................................................                6,186,987
 Aetna Variable Index Plus Portfolio:
   Annuity contracts in accumulation ......................................................................                1,985,372
 Alger American Funds:
   Balanced Portfolio:
   Annuity contracts in accumulation ......................................................................                3,777,291
   Growth Portfolio:
   Annuity contracts in accumulation ......................................................................               43,545,003
   Income and Growth Portfolio:
   Annuity contracts in accumulation ......................................................................                6,471,587
   Leveraged AllCap Portfolio:
   Annuity contracts in accumulation ......................................................................               11,419,728
   MidCap Portfolio:
   Annuity contracts in accumulation ......................................................................               19,842,727
   Small Capitalization Portfolio:
   Annuity contracts in accumulation ......................................................................               58,751,429
 Calvert Responsibly Invested Balanced Portfolio:
   Annuity contracts in accumulation ......................................................................                  596,637
 Fidelity Investments Variable Insurance Products Fund:
   Equity-Income Portfolio:
   Annuity contracts in accumulation ......................................................................               72,480,497
   Growth Portfolio:
   Annuity contracts in accumulation ......................................................................               57,928,484
   High Income Portfolio:
   Annuity contracts in accumulation ......................................................................               14,709,464
   Overseas Portfolio:
   Annuity contracts in accumulation ......................................................................                9,703,271
 Fidelity Investments Variable Insurance Products Fund II:
   Asset Manager Portfolio:
   Annuity contracts in accumulation ......................................................................                5,931,464
</TABLE>

                                       S-3
<PAGE>


Variable Annuity Account B

Statement of Assets and Liabilities - December 31, 1996 (continued):

<TABLE>
<S>                                                                                                                    <C>
  Contrafund Portfolio:
  Annuity contracts in accumulation .......................................................................           $   56,538,618
  Index 500 Portfolio:
  Annuity contracts in accumulation .......................................................................               27,380,370
  Investment Grade Bond Portfolio:
  Annuity contracts in accumulation .......................................................................                4,761,677
Insurance Management Series:
  American Leaders Fund II:
  Annuity contracts in accumulation .......................................................................               61,127,055
  Growth Strategies Fund II:
  Annuity contracts in accumulation .......................................................................                7,182,178
  High Income Bond Fund II:
  Annuity contracts in accumulation .......................................................................               27,151,137
  International Equity Fund II:
  Annuity contracts in accumulation .......................................................................                5,935,590
  Prime Money Fund II:
  Annuity contracts in accumulation .......................................................................                7,744,318
  US Government Securities Fund II:
  Annuity contracts in accumulation .......................................................................                7,656,209
  Utility Fund II:
  Annuity contracts in accumulation .......................................................................               16,774,494
Janus Aspen Series:
  Aggressive Growth Portfolio:
  Annuity contracts in accumulation .......................................................................               31,542,060
  Balanced Portfolio:
  Annuity contracts in accumulation .......................................................................               11,774,244
  Flexible Income Portfolio:
  Annuity contracts in accumulation .......................................................................                5,147,217
  Growth Portfolio:
  Annuity contracts in accumulation .......................................................................               20,884,154
  Short-Term Bond Portfolio:
  Annuity contracts in accumulation .......................................................................                1,920,611
  Worldwide Growth Portfolio:
  Annuity contracts in accumulation .......................................................................               66,472,691
Lexington Emerging Markets Fund:
  Annuity contracts in accumulation .......................................................................                2,515,960
Lexington Natural Resources Trust Fund:
  Annuity contracts in accumulation .......................................................................                4,751,784
MFS Funds:
  Emerging Growth Series:
  Annuity contracts in accumulation .......................................................................                8,998,008
  Research Series:
  Annuity contracts in accumulation .......................................................................                6,776,512
  Total Return Series:
  Annuity contracts in accumulation .......................................................................                4,216,370
  Value Series:
  Annuity contracts in accumulation .......................................................................                  208,841
  Worldwide Government Series:
  Annuity contracts in accumulation .......................................................................                  407,913
Neuberger & Berman Advisers Management  Trust - Growth Portfolio:
  Annuity contracts in accumulation .......................................................................                8,242,574
Scudder Variable Life Investment Fund - International Portfolio:
  Annuity contracts in accumulation .......................................................................               12,050,127
TCI Portfolios, Inc:
  Balanced Fund:
  Annuity contracts in accumulation .......................................................................                2,991,356
</TABLE>

                                       S-4
<PAGE>


Variable Annuity Account B

Statement of Assets and Liabilities - December 31, 1996 (continued):

<TABLE>
<S>                                                                                                                    <C>
Growth Fund:
Annuity contracts in accumulation .........................................................................           $   44,369,162
International Fund:
Annuity contracts in accumulation .........................................................................                4,706,594
                                                                                                                      --------------
                                                                                                                      $1,848,811,724
                                                                                                                      ==============
</TABLE>


See Notes to Financial Statements

                                       S-5
<PAGE>


Variable Annuity Account B

Statements of Operations and Changes in Net Assets

<TABLE>
<CAPTION>
                                                                                                    Year Ended December 31,
                                                                                                 1996                    1995
                                                                                                 ----                    ----
<S>                                                                                        <C>                      <C>
INVESTMENT INCOME:
Income: (Notes 1, 3 and 5)
   Dividends .....................................................................         $   120,367,178          $   112,097,675
Expenses: (Notes 2 and 5)
   Valuation Period Deductions ...................................................             (17,483,870)             (11,786,592)
                                                                                           ---------------          ---------------
Net investment income ............................................................             102,883,308              100,311,083
                                                                                           ---------------          ---------------
NET REALIZED AND UNREALIZED GAIN
  ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1, 4 and 5)
  Proceeds from sales ............................................................             365,025,974              495,934,611
  Cost of investments sold .......................................................             347,598,566              463,921,121
                                                                                           ---------------          ---------------
    Net realized gain ............................................................              17,427,408               32,013,490
Net unrealized gain (loss) on investments: (Note 5)
  Beginning of year ..............................................................              28,746,944              (44,356,052)
  End of year ....................................................................             122,191,053               28,746,944
                                                                                           ---------------          ---------------
    Net change in unrealized gain ................................................              93,444,109               73,102,996
                                                                                           ---------------          ---------------
Net realized and unrealized gain on investments ..................................             110,871,517              105,116,486
                                                                                           ---------------          ---------------
Net increase in net assets resulting from operations .............................             213,754,825              205,427,569
                                                                                           ---------------          ---------------
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments ......................................             538,586,667              178,474,387
Sales and administrative charges deducted by the Company .........................                 (17,370)                 (34,250)
                                                                                           ---------------          ---------------
    Net variable annuity contract purchase payments ..............................             538,569,297              178,440,137
Transfers from the Company for mortality guarantee adjustments ...................                 690,779                1,565,140
Transfers from the Company's fixed account options ...............................              50,549,121                4,144,061
Redemptions by contract holders ..................................................             (73,738,526)             (46,390,791)
Annuity Payments .................................................................             (12,108,943)              (9,198,421)
Other ............................................................................                 159,467                1,143,373
                                                                                           ---------------          ---------------
    Net increase in net assets from unit transactions (Note 5) ...................             504,121,195              129,703,499
                                                                                           ---------------          ---------------
Change in net assets .............................................................             717,876,020              335,131,068
NET ASSETS:
Beginning of year ................................................................           1,130,935,704              795,804,636
                                                                                           ---------------          ---------------
End of year ......................................................................         $ 1,848,811,724          $ 1,130,935,704
                                                                                           ===============          ===============
</TABLE>





See Notes to Financial Statements


                                       S-6
<PAGE>


Variable Annuity Account B


Notes to Financial Statements - December 31, 1996


1.   Summary of Significant Accounting Policies

     Variable Annuity Account B ("Account") is a separate account established by
     Aetna Life Insurance and Annuity Company registered under the Investment
     Company Act of 1940 as a unit investment trust. The Account is sold
     exclusively for use with variable annuity contracts that may be entitled to
     tax-deferred treatment under specific sections of the Internal Revenue Code
     of 1986, as amended.

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect amounts reported therein. Although actual results
     could differ from these estimates, any such differences are expected to be
     immaterial to the net assets of the Account.

     a.  Valuation of Investments

     Investments in the following Funds are stated at the closing net asset
     value per share as determined by each Fund on December 31, 1996:


<TABLE>
       <S>                                                           <C>
       Aetna Variable Fund                                           Insurance Management Series:
       Aetna Income Shares                                           [bullet] American Leaders Fund II
       Aetna Variable Encore Fund                                    [bullet] Growth Strategies Fund II
       Aetna Investment Advisers Fund, Inc.                          [bullet] High Income Bond Fund II
       Aetna GET Fund, Series B                                      [bullet] International Equity Fund II
       Aetna GET Fund, Series C                                      [bullet] Prime Money Fund II
       Aetna Ascent Variable Portfolio                               [bullet] U.S. Government Securities Fund II
       Aetna Crossroads Variable Portfolio                           [bullet] Utility Fund II
       Aetna Legacy Variable Portfolio                               Janus Aspen Series:
       Aetna Variable Index Plus Portfolio                           [bullet] Aggressive Growth Portfolio
       Alger American Funds:                                         [bullet] Balanced Portfolio
       [bullet] Balanced Portfolio                                   [bullet] Flexible Income Portfolio
       [bullet] Growth Portfolio                                     [bullet] Growth Portfolio
       [bullet] Income and Growth Portfolio                          [bullet] Short-Term Bond Portfolio
       [bullet] Leveraged AllCap Portfolio                           [bullet] Worldwide Growth Portfolio
       [bullet] MidCap Portfolio                                     Lexington Fund Emerging Markets Fund
       [bullet] Small Capitalization Portfolio                       Lexington Natural Resources Trust Fund
       Calvert Responsibly Invested Balanced Portfolio               MFS Funds:
       Fidelity Investments Variable Insurance Products Fund:        [bullet] Emerging Growth Series
       [bullet] Equity-Income Portfolio                              [bullet] Research Series
       [bullet] Growth Portfolio                                     [bullet] Total Return Series
       [bullet] High Income Portfolio                                [bullet] Value Series
       [bullet] Overseas Portfolio                                   [bullet] World Government Series
       Fidelity Investments Variable Insurance Products Fund II:     Neuberger & Berman Advisers Management Trust -
       [bullet] Asset Manager Portfolio                              [bullet] Growth Portfolio
       [bullet] Contrafund Portfolio                                 Scudder Variable Life Investment Fund -
       [bullet] Index 500 Portfolio                                  [bullet] International Portfolio
       [bullet] Investment Grade Bond Portfolio                      [bullet] TCI Portfolios, Inc.:
                                                                     [bullet] Balanced Fund
                                                                     [bullet] Growth Fund
                                                                     [bullet] International Fund
</TABLE>

                                       S-7
<PAGE>


Notes to Financial Statements - December 31, 1996 (continued):


     b.  Other

     Investment transactions are accounted for on a trade date basis and
     dividend income is recorded on the ex-dividend date. The cost of
     investments sold is determined by specific identification.

     c.  Federal Income Taxes

     The operations of the Account form a part of, and are taxed with, the total
     operations of Aetna Life Insurance and Annuity Company ("Company") which is
     taxed as a life insurance company under the Internal Revenue Code of 1986,
     as amended.

     d.  Annuity Reserves

     Annuity reserves held in the Separate Accounts are computed for currently
     payable contracts according to the Progressive Annuity, a49, 1971
     Individual Annuity Mortality, 1971 Group Annuity Mortality, 83a, and 1983
     Group Annuity Mortality tables using various assumed interest rates not to
     exceed seven percent. Mortality experience is monitored by the Company.
     Charges to annuity reserves for mortality experience are reimbursed to the
     Company if the reserves required are less than originally estimated. If
     additional reserves are required, the Company reimburses the Account.

2.   Valuation Period Deductions

     Deductions by the Account for mortality and expense risk charges are made
     in accordance with the terms of the contracts and are paid to the Company.

3.   Dividend Income

     On an annual basis, the Funds distribute substantially all of their taxable
     income and realized capital gains to their shareholders. Distributions to
     the Account are automatically reinvested in shares of the Funds. The
     Account's proportionate share of each Fund's undistributed net investment
     income (distributions in excess of net investment income) and accumulated
     net realized gain (loss) on investments is included in net unrealized gain
     (loss) in the Statements of Operations and Changes in Net Assets.

4.   Purchases and Sales of Investments

     The cost of purchases and proceeds from sales of investments other than
     short-term investments for the years ended December 31, 1996 and December
     31, 1995 aggregated $972,030,476 and $365,025,974; $725,949,193 and
     $495,934,611, respectively.

                                       S-8
<PAGE>


Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets - Year Ended December 31, 1996

- --------------------------------------------------------------------------------------------------------------------------------
                                                                 Valuation        Proceeds           Cost of             Net
                                                                  Period            from            Investments       Realized
                                               Dividends        Deductions          Sales              Sold          Gain (Loss)
- --------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>               <C>               <C>              <C>
Aetna Variable Fund:                         $77,000,986       ($7,148,689)      $96,146,932       $97,318,697      ($1,171,765)
Annuity contracts in accumulation
Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares:                           4,527,825          (813,024)       19,585,006        18,826,116          758,890
Annuity contracts in accumulation
Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund:                    5,358,925        (1,043,955)       78,888,315        76,637,102        2,251,213
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.:         11,247,847        (1,372,478)       16,403,009        13,386,571        3,016,438
Annuity contracts in accumulation
Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------------------------------------
Aetna GET Fund, Series B:                      1,055,590          (226,340)          915,330           681,610          233,720
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Aetna GET Fund, Series C:                         46,499           (14,753)          361,353           354,510            6,843
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio:                 235,037           (27,609)          317,740           277,917           39,823
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio:             257,055           (29,943)          362,140           312,870           49,270
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio:                 363,749           (38,623)          406,948           384,407           22,541
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Index Plus Portfolio:              10,290            (2,403)          139,030           133,438            5,592
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Alger American Funds:
 Balanced Portfolio:                             775,351           (33,904)          244,368           332,405          (88,037)
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                               758,872          (394,360)        6,990,444         6,528,212          462,232
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 Income and Growth Portfolio:                  2,009,995           (55,929)          390,051           732,537         (342,486)
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 Leveraged AllCap Portfolio:                      61,186          (116,503)        4,991,495         4,605,949          385,546
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 MidCap Portfolio:                               190,158          (166,087)        3,198,308         3,039,709          158,599
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 Small Capitalization Portfolio:                 184,900          (588,663)       31,506,275        29,929,826        1,576,449
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested                      44,676            (3,984)          141,022           137,780            3,242
 Balanced Portfolio:
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable
 Insurance Products Fund:
 Equity-Income Portfolio:                        940,850          (608,164)        4,030,269         3,343,817          686,452
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                             1,412,110          (540,670)        2,600,136         2,280,711          319,425
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
 High Income Portfolio:                          178,909          (112,363)        1,318,057         1,318,142              (85)
Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       S-9
<PAGE>
Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets-Year Ended December 31, 1996 (Continued)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                           Net
                                            Net Unrealized                              Increase
                                              Gain (Loss)                  Net         (Decrease)                 Net Assets
                                              -----------               Change in     In Net Assets               ----------
                                        Beginning         End          Unrealized       from Unit         Beginning          End
                                         of Year        of Year        Gain (Loss)     Transactions        of Year         of Year
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>            <C>               <C>            <C>             <C>
Aetna Variable Fund:                   ($8,051,873)    $59,979,314    $68,031,187       $4,966,306
Annuity contracts in accumulation                                                                      $530,231,821    $644,728,031
Annuity contracts in payment period                                                                      62,550,401      89,732,216
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Income Shares:                     3,224,044         379,633     (2,844,411)     ($9,600,618)
Annuity contracts in accumulation                                                                        74,693,652      66,534,546
Annuity contracts in payment period                                                                       3,395,721       3,583,489
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Encore Fund:              2,487,618        (540,607)    (3,028,225)     $22,111,260
Annuity contracts in accumulation                                                                        81,132,780     106,781,998
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Investment Advisers Fund, Inc.:   12,419,220      15,114,435      2,695,215         $602,270
Annuity contracts in accumulation                                                                       104,415,595     119,402,212
Annuity contracts in payment period                                                                       6,739,809       7,942,484
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna GET Fund, Series B:                2,566,580       4,487,610      1,921,030        ($650,835)
Annuity contracts in accumulation                                                                        14,000,174      16,333,339
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna GET Fund, Series C:                        0         144,834        144,834       $9,097,853
Annuity contracts in accumulation                                                                                 0       9,281,276
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Ascent Variable Portfolio:             5,570         276,453        270,883       $4,773,151
Annuity contracts in accumulation                                                                           347,383       5,638,668
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads Variable Portfolio:         8,209         151,493        143,284       $4,409,627
Annuity contracts in accumulation                                                                           466,407       5,295,700
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy Variable Portfolio:             1,609          46,576         44,967       $5,470,774
Annuity contracts in accumulation                                                                           323,579       6,186,987
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Variable Index Plus Portfolio:             0          (4,046)        (4,046)      $1,975,940
Annuity contracts in accumulation                                                                                (1)      1,985,372
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Funds:
 Balanced Portfolio:                         1,644        (461,380)      (463,024)      $2,897,855
Annuity contracts in accumulation                                                                           689,050       3,777,291
- ------------------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                         (63,817)      2,349,936      2,413,753      $29,514,421
Annuity contracts in accumulation                                                                        10,790,085      43,545,003
- ------------------------------------------------------------------------------------------------------------------------------------
 Income and Growth Portfolio:               (6,769)       (828,912)      (822,143)      $4,660,630
Annuity contracts in accumulation                                                                         1,021,520       6,471,587
- ------------------------------------------------------------------------------------------------------------------------------------
 Leveraged AllCap Portfolio:                32,561         220,810        188,249       $8,946,454
Annuity contracts in accumulation                                                                         1,954,796      11,419,728
- ------------------------------------------------------------------------------------------------------------------------------------
 MidCap Portfolio:                           7,193         682,424        675,231      $15,727,261
Annuity contracts in accumulation                                                                         3,257,565      19,842,727
- ------------------------------------------------------------------------------------------------------------------------------------
 Small Capitalization Portfolio:            46,283        (495,260)      (541,543)     $32,655,969
Annuity contracts in accumulation                                                                        25,464,317      58,751,429
- ------------------------------------------------------------------------------------------------------------------------------------
Calvert Responsibly Invested               (13,512)           (881)        12,631         $193,226
 Balanced Portfolio:
Annuity contracts in accumulation                                                                           346,846         596,637
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable
 Insurance Products Fund:
 Equity-Income Portfolio:                  966,600       5,773,475      4,806,875      $51,230,275
Annuity contracts in accumulation                                                                        15,424,209      72,480,497
- ------------------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                         (34,190)      3,258,300      3,292,490      $38,219,867
Annuity contracts in accumulation                                                                        15,225,262      57,928,484
- ------------------------------------------------------------------------------------------------------------------------------------
 High Income Portfolio:                     15,029         814,429        799,400      $12,636,277
Annuity contracts in accumulation                                                                         1,207,326      14,709,464
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                      S-10
<PAGE>
Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets - Year Ended December 31, 1996

- -----------------------------------------------------------------------------------------------------------------------
                                                               Valuation       Proceeds        Cost of           Net
                                                                Period           from         Investments     Realized
                                               Dividends      Deductions         Sales           Sold        Gain (Loss)
- ------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>            <C>           <C>
 Overseas Portfolio:                           $75,181         ($91,010)       $880,668       $813,434       $67,234
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable
 Insurance Products Fund II:
 Asset Manager Portfolio:                      119,231          (54,259)        540,553        465,407         75,146
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Contrafund Portfolio:                         146,164         (428,708)      5,044,449      4,308,117        736,332
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Index 500 Portfolio:                          143,406         (203,362)      6,086,685      5,356,843        729,842
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Investment Grade Bond Portfolio:               45,797          (42,799)        882,619        925,636        (43,017)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
Insurance Management Series:
 American Leaders Fund II:                     857,970         (631,122)      6,368,961      4,596,688      1,772,273
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Growth Strategies Fund II:                        405          (44,481)        119,084        103,727         15,357
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 High Income Bond Fund II:                   1,647,290         (260,987)      5,863,283      5,644,702        218,581
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 International Equity Fund II:                  10,567          (51,003)        250,169        236,027         14,142
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Prime Money Fund II:                          289,134          (87,958)     12,400,851     12,398,826          2,025
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 U.S. Government Securities Fund II:           367,608          (86,361)      5,011,311      5,085,345        (74,034)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Utility Fund II:                              547,259         (186,219)      1,034,753        867,262        167,491
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
 Aggressive Growth Portfolio:                  243,931         (266,292)      6,134,481      4,875,603      1,258,878
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Balanced Portfolio:                           181,099          (68,277)      2,812,822      2,536,688        276,134
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Flexible Income Portfolio:                    304,512          (43,754)      1,127,628      1,090,808         36,820
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                             324,844         (141,840)      1,249,735      1,041,911        207,824
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Short-Term Bond Portfolio:                     79,326          (23,159)      2,910,009      2,872,811         37,198
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
 Worldwide Growth Portfolio:                   642,050         (384,732)      4,899,145      3,899,490        999,655
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:                     0          (27,131)      1,463,410      1,431,864         31,546
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:         15,653          (38,378)      2,192,808      1,809,743        383,065
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-11
<PAGE>
Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets-Year Ended December 31, 1996 (Continued)

- ------------------------------------------------------------------------------------------------------------------
                                                               Net Unrealized
                                                                 Gain (Loss)                               Net
                                                                 -----------                            Change in
                                                    Beginning                      End                  Unrealized
                                                     of Year                     of Year                Gain (Loss)
- -------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                          <C>                    <C>
 Overseas Portfolio:                                 $51,434                      $743,689               $692,255
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable
 Insurance Products Fund II:
 Asset Manager Portfolio:                             98,360                       484,182                385,822
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Contrafund Portfolio:                               122,841                     6,210,754              6,087,913
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Index 500 Portfolio:                                 70,864                     2,241,040              2,170,176
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Investment Grade Bond Portfolio:                     11,466                       175,829                164,363
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
Insurance Management Series:
 American Leaders Fund II:                         2,916,888                     8,810,467              5,893,579
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Growth Strategies Fund II:                            3,614                       733,393                729,779
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 High Income Bond Fund II:                           229,008                     1,022,582                793,574
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 International Equity Fund II:                        43,172                       307,602                264,430
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Prime Money Fund II:                                 (1,182)                            0                  1,182
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 U.S. Government Securities Fund II:                  75,600                        73,398                 (2,202)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Utility Fund II:                                    799,746                     1,730,892                931,146
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
 Aggressive Growth Portfolio:                      1,164,909                       534,823               (630,086)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Balanced Portfolio:                                  26,040                       373,883                347,843
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Flexible Income Portfolio:                           29,809                        73,395                 43,586
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                                    84,852                     1,093,423              1,008,571
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Short-Term Bond Portfolio:                            1,330                       (27,376)               (28,706)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
 Worldwide Growth Portfolio:                         253,639                     5,151,123              4,897,484
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:                      (4,024)                      (66,591)               (62,567)
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:              188,717                       538,139                349,422
Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------
</TABLE>



Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets-Year Ended December 31, 1996 (Continued)

- ----------------------------------------------------------------------------------------------------------------
                                                     Net
                                                 Increase
                                                 (Decrease)                           Net Assets
                                               In Net Assets             ------------------------------------
                                                  from Unit              Beginning                     End
                                                 Transactions              of Year                    of Year
- ----------------------------------------------------------------------------------------------------------------
<S>                                                <C>                    <C>                        <C>
 Overseas Portfolio:                               $6,948,020
Annuity contracts in accumulation                                         $2,011,591                 $9,703,271
- ----------------------------------------------------------------------------------------------------------------
Fidelity Investments Variable
 Insurance Products Fund II:
 Asset Manager Portfolio:                          $4,043,035
Annuity contracts in accumulation                                          1,362,489                  5,931,464
- ----------------------------------------------------------------------------------------------------------------
 Contrafund Portfolio:                            $38,043,675
Annuity contracts in accumulation                                         11,953,242                 56,538,618
- ----------------------------------------------------------------------------------------------------------------
 Index 500 Portfolio:                             $22,367,490
Annuity contracts in accumulation                                          2,172,818                 27,380,370
- ----------------------------------------------------------------------------------------------------------------
 Investment Grade Bond Portfolio:                  $3,931,632
Annuity contracts in accumulation                                            705,701                  4,761,677
- ----------------------------------------------------------------------------------------------------------------
Insurance Management Series:
 American Leaders Fund II:                        $26,548,788
Annuity contracts in accumulation                                         26,685,567                 61,127,055
- ----------------------------------------------------------------------------------------------------------------
 Growth Strategies Fund II:                        $6,301,239
Annuity contracts in accumulation                                            179,879                  7,182,178
- ----------------------------------------------------------------------------------------------------------------
 High Income Bond Fund II:                        $12,876,189
Annuity contracts in accumulation                                         11,876,490                 27,151,137
- ----------------------------------------------------------------------------------------------------------------
 International Equity Fund II:                     $4,073,916
Annuity contracts in accumulation                                          1,623,538                  5,935,590
- ----------------------------------------------------------------------------------------------------------------
 Prime Money Fund II:                              $1,765,443
Annuity contracts in accumulation                                          5,774,492                  7,744,318
- ----------------------------------------------------------------------------------------------------------------
 U.S. Government Securities Fund II:               $2,942,870
Annuity contracts in accumulation                                          4,508,328                  7,656,209
- ----------------------------------------------------------------------------------------------------------------
 Utility Fund II:                                  $6,514,735
Annuity contracts in accumulation                                          8,800,082                 16,774,494
- ----------------------------------------------------------------------------------------------------------------
Janus Aspen Series:
 Aggressive Growth Portfolio:                     $19,085,222
Annuity contracts in accumulation                                         11,850,407                 31,542,060
- ----------------------------------------------------------------------------------------------------------------
 Balanced Portfolio:                              $10,311,561
Annuity contracts in accumulation                                            725,884                 11,774,244
- ----------------------------------------------------------------------------------------------------------------
 Flexible Income Portfolio:                        $3,237,811
Annuity contracts in accumulation                                          1,568,242                  5,147,217
- ----------------------------------------------------------------------------------------------------------------
 Growth Portfolio:                                $16,916,813
Annuity contracts in accumulation                                          2,567,942                 20,884,154
- ----------------------------------------------------------------------------------------------------------------
 Short-Term Bond Portfolio:                        $1,106,654
Annuity contracts in accumulation                                            749,298                  1,920,611
- ----------------------------------------------------------------------------------------------------------------
 Worldwide Growth Portfolio:                      $54,723,321
Annuity contracts in accumulation                                          5,594,913                 66,472,691
- ----------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund:                   $2,232,953
Annuity contracts in accumulation                                            341,159                  2,515,960
- ----------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust Fund:            $2,162,813
Annuity contracts in accumulation                                          1,879,209                  4,751,784
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

                                      S-12
<PAGE>


Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets - Year Ended December 31, 1996

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                      Valuation              Proceeds                 Cost of
                                                                       Period                  from                  Investments
                                               Dividends             Deductions                Sales                    Sold
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                      <C>                   <C>                     <C>
MFS Funds:
 Emerging Growth Series:                           $73,635                ($33,243)              $190,630                $186,959
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Research Series:                                   94,710                 (22,219)               253,406                 258,774
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Total Return Series:                               87,973                 (13,218)               140,628                 132,113
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Value Series:                                       4,089                    (372)                   496                     486
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 World Government Series:                                0                  (1,705)                19,663                  19,513
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers
 Management Trust-
 Growth Portfolio:                                 770,877                 (98,063)             3,864,131               3,857,033
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
Scudder Variable Life
 Investment Fund-
 International Portfolio:                          276,128                (136,107)             4,557,311               4,016,790
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.:
 Balanced Fund:                                     67,198                 (24,832)               247,893                 231,495
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Growth Fund:                                    6,228,055                (611,968)            19,145,021              17,607,144
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 International Fund:                                62,276                 (41,867)               397,143                 365,001
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
Total Variable Annuity Account B              $120,367,178            ($17,483,870)          $365,025,974            $347,598,566
==================================================================================================================================
</TABLE>



Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets-Year Ended December 31, 1996 (Continued)

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                             Net Unrealized
                                                                               Gain (Loss)                               Net
                                                   Net                         -----------                            Change in
                                                Realized          Beginning                      End                  Unrealized
                                               Gain (Loss)         of Year                     of Year                Gain (Loss)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                <C>                          <C>                     <C>

MFS Funds:
 Emerging Growth Series:                           $3,671                 $0                      ($85,796)              ($85,796)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Research Series:                                  (5,368)                 0                       204,764                204,764
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Total Return Series:                               8,515                  0                        72,010                 72,010
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Value Series:                                         10                  0                           935                    935
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 World Government Series:                             150                  0                         9,304                  9,304
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers
 Management Trust-
 Growth Portfolio:                                  7,098             77,158                        (6,666)               (83,824)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
Scudder Variable Life
 Investment Fund-
 International Portfolio:                         540,521            652,411                     1,510,449                858,038
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.:
 Balanced Fund:                                    16,398             16,540                       145,325                128,785
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 Growth Fund:                                   1,537,877          8,206,103                    (1,588,390)            (9,794,493)
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
 International Fund:                               32,142             15,650                       375,835                360,185
Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------------------
Total Variable Annuity Account B              $17,427,408        $28,746,944                  $122,191,053            $93,444,109
==================================================================================================================================
</TABLE>

                                      S-13

<PAGE>

Variable Annuity Account B

Notes to Financial Statements - December 31, 1996 (continued):


<TABLE>
<CAPTION>
5. Supplemental Information to Statements of Operations and Changes in Net Assets-Year Ended December 31, 1996 (Continued)

- ------------------------------------------------------------------------------------------------------------------
                                                     Net
                                                 Increase
                                                 (Decrease)                           Net Assets
                                               In Net Assets             ------------------------------------
                                                  from Unit              Beginning                     End
                                                 Transactions              of Year                    of Year
- ------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>                        <C>

MFS Funds:
 Emerging Growth Series:                             $9,039,741
Annuity contracts in accumulation                                                   $0                 $8,998,008
- ------------------------------------------------------------------------------------------------------------------
 Research Series:                                    $6,504,625
Annuity contracts in accumulation                                                    0                  6,776,512
- ------------------------------------------------------------------------------------------------------------------
 Total Return Series:                                $4,061,090
Annuity contracts in accumulation                                                    0                  4,216,370
- ------------------------------------------------------------------------------------------------------------------
 Value Series:                                         $204,179
Annuity contracts in accumulation                                                    0                    208,841
- ------------------------------------------------------------------------------------------------------------------
 World Government Series:                              $400,164
Annuity contracts in accumulation                                                    0                    407,913
- ------------------------------------------------------------------------------------------------------------------
Neuberger & Berman Advisers
 Management Trust-
 Growth Portfolio:                                    ($710,088)
Annuity contracts in accumulation                                            8,356,574                  8,242,574
- ------------------------------------------------------------------------------------------------------------------
Scudder Variable Life
 Investment Fund-
 International Portfolio:                              ($54,117)
Annuity contracts in accumulation                                           10,565,664                 12,050,127
- ------------------------------------------------------------------------------------------------------------------
TCI Portfolios, Inc.:
 Balanced Fund:                                      $2,313,929
Annuity contracts in accumulation                                              489,878                  2,991,356
- ------------------------------------------------------------------------------------------------------------------
 Growth Fund:                                       ($7,301,710)
Annuity contracts in accumulation                                           54,311,401                 44,369,162
- ------------------------------------------------------------------------------------------------------------------
 International Fund:                                 $3,691,239
Annuity contracts in accumulation                                              602,619                  4,706,594
- ------------------------------------------------------------------------------------------------------------------
Total Variable Annuity Account B                   $504,121,195         $1,130,935,704             $1,848,811,724
==================================================================================================================

</TABLE>

                                      S-14
<PAGE>


                                                  Independent Auditors' Report



The Board of Directors of Aetna Life Insurance and Annuity  Company and Contract
    Owners of Variable Annuity Account B:

We have audited the accompanying statement of assets and liabilities of Aetna
Life Insurance and Annuity Company Variable Annuity Account B (the "Account") as
of December 31, 1996, and the related statements of operations and changes in
net assets for each of the years in the two-year period then ended and condensed
financial information for the year ended December 31, 1996. These financial
statements and condensed financial information are the responsibility of the
Account's management. Our responsibility is to express an opinion on these
financial statements and condensed financial information based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and condensed
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of securities
owned as of December 31, 1996, by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and condensed financial information
referred to above present fairly, in all material respects, the financial
position of Aetna Life Insurance and Annuity Company Variable Annuity Account B
as of December 31, 1996, the results of its operations and the changes in its
net assets for each of the years in the two-year period then ended and condensed
financial information for the year ended December 31, 1996 in conformity with
generally accepted accounting principles.

                                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 14, 1997
                                      S-15

<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBIDIARIES

                   Index to Consolidated Financial Statements

                                                                            Page

Independent Auditors' Report                                                 F-2

Consolidated Financial Statements:

   Consolidated Statements of Income for the Years Ended
     December 31, 1996, 1995 and 1994                                        F-3

   Consolidated Balance Sheets as of December 31, 1996
     and 1995                                                                F-4

   Consolidated Statements of Changes in Shareholder's Equity
     for the Years Ended December 31, 1996, 1995 and 1994                    F-5

   Consolidated Statements of Cash Flows for the Years
     Ended December 31, 1996, 1995 and 1994                                  F-6

   Notes to Consolidated Financial Statements                                F-7



                                      F-1
<PAGE>



                          Independent Auditors' Report

The Shareholder and Board of Directors
Aetna Life Insurance and Annuity Company:

We have audited the accompanying consolidated balance sheets of Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1996 and 1995,
and the related consolidated statements of income, changes in shareholder's
equity and cash flows for each of the years in the three-year period ended
December 31, 1996. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Aetna Life Insurance
and Annuity Company and Subsidiaries as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1996, in conformity with generally accepted
accounting principles.

                                                       /s/ KPMG Peat Marwick LLP

Hartford, Connecticut
February 4, 1997


                                      F-2
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                    Consolidated Statements of Income
                               (millions)

                                                Years Ended December 31,
                                           --------------------------------
                                              1996        1995       1994
                                              ----        ----       ----

Revenue:
  Premiums                                   $133.6      $212.7     $191.6
  Charges assessed against policyholders      396.5       318.9      279.0
  Net investment income                     1,045.6     1,004.3      917.2
  Net realized capital gains                   19.7        41.3        1.5
  Other income                                 45.4        42.0       10.3
                                            -------     -------    -------
    Total revenue                           1,640.8     1,619.2    1,399.6
                                            -------     -------    -------

Benefits and expenses:
  Current and future benefits                 968.6       997.2      921.5
  Operating expenses                          342.2       310.8      225.7
  Amortization of deferred policy
   acquisition costs                           69.8        48.0       31.5
  Severance and facilities charges             61.3        --         --
                                            -------     -------    -------
    Total benefits and expenses             1,441.9     1,356.0    1,178.7
                                            -------     -------    -------

Income before income taxes                    198.9       263.2      220.9

Income taxes                                   57.8        87.3       75.6
                                            -------     -------    -------
Net income                                   $141.1      $175.9     $145.3
                                            =======     =======    =======




See Notes to Consolidated Financial Statements.



                                      F-3
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                         Consolidated Balance Sheets
                        (millions, except share data)


                                                         December 31,
                                                    -------------------------
                                                      1996             1995
                                                      ----             ----
Assets
- ------

Investments:
  Debt securities, available for sale:
   (amortized cost: $12,539.1 and $11,923.7)        $12,905.5        $12,720.8
  Equity securities, available for sale:
   Non-redeemable preferred stock
    (cost: $107.6 and $51.3)                            119.0             57.6
   Investment in affiliated mutual funds
    (cost: $77.3 and $173.4)                             81.1            191.8
   Common stock (cost: $0.0 and $6.9)                     0.3              8.2
   Short-term investments                                34.8             15.1
   Mortgage loans                                        13.0             21.2
   Policy loans                                         399.3            338.6
                                                    ---------        ---------
       Total investments                             13,553.0         13,353.3

  Cash and cash equivalents                             459.1            568.8
  Accrued investment income                             159.0            175.5
  Premiums due and other receivables                     26.6             37.3
  Deferred policy acquisition costs                   1,515.3          1,341.3
  Reinsurance loan to affiliate                         628.3            655.5
  Other assets                                           33.7             26.2
  Separate Account assets                            15,318.3         10,987.0
                                                    ---------        ---------
       Total assets                                 $31,693.3        $27,144.9
                                                    =========        =========

Liabilities and Shareholder's Equity
- -------------------------------------

Liabilities:
  Future policy benefits                             $3,617.0          $3,594.6
  Unpaid claims and claim expenses                       28.9              27.2
  Policyholders' funds left with the Company         10,663.7          10,500.1
                                                    ---------         ---------
      Total insurance reserve liabilities            14,309.6          14,121.9
  Other liabilities                                     354.7             257.2
  Income taxes:
    Current                                              20.7              26.2
    Deferred                                             80.5             169.6
  Separate Account liabilities                       15,318.3          10,987.0
                                                    ---------         ---------
      Total liabilities                              30,083.8          25,561.9
                                                    ---------         ---------

Shareholder's equity:
  Common stock, par value $50 (100,000 shares
   authorized; 55,000 shares issued and
   outstanding)                                           2.8               2.8
  Paid-in capital                                       418.0             407.6
  Net unrealized capital gains                           60.5             132.5
  Retained earnings                                   1,128.2           1,040.1
                                                    ---------         ---------

      Total shareholder's equity                      1,609.5           1,583.0
                                                    ---------         ---------

       Total liabilities and shareholder's equity   $31,693.3         $27,144.9
                                                    =========         =========


See Notes to Consolidated Financial Statements.



                                      F-4
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

          Consolidated Statements of Changes in Shareholder's Equity
                                 (millions)


                                                  Years Ended December 31,
                                             -----------------------------------
                                                  1996       1995      1994
                                                  ----       ----      ----

Shareholder's equity, beginning of year         $1,583.0   $1,088.5   $1,246.7

Capital contributions                               10.4      --         --

Net change in unrealized capital gains (losses)    (72.0)     321.5     (303.5)

Net income                                         141.1      175.9      145.3

Other changes                                      (49.5)     --         --

Common stock dividends declared                     (3.5)      (2.9)     --
                                                --------   --------   --------
Shareholder's equity, end of year               $1,609.5   $1,583.0   $1,088.5
                                                ========   ========   ========



See Notes to Consolidated Financial Statements.



                                      F-5
<PAGE>




            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                   Consolidated Statements of Cash Flows
                                 (millions)


<TABLE>
<CAPTION>


                                                                  Years Ended December 31,
                                                           -------------------------------------
                                                               1996        1995         1994
                                                               ----        ----         ----
<S>                                                           <C>          <C>          <C>
Cash Flows from Operating Activities:
  Net income                                                  $141.1       $175.9       $145.3
  Adjustments to reconcile net income to net
   cash (used for) provided by operating activities:
  Decrease (increase) in accrued investment income              16.5        (33.3)       (17.5)
  Decrease in premiums due and other receivables                 1.6         25.4          1.3
  Increase in policy loans                                     (60.7)       (89.9)       (46.0)
  Increase in deferred policy acquisition costs               (174.0)      (177.0)      (105.9)
  Decrease in reinsurance loan to affiliate                     27.2         34.8         27.8
  Net increase in universal life account balances              243.2        393.4        164.7
  (Decrease) increase in other insurance
   reserve liabilities                                        (211.5)        79.0         75.1
  Net increase in other liabilities and other assets             3.1         13.0         52.5
  Decrease in income taxes                                     (26.7)        (4.5)       (10.3)
  Net accretion of discount on investments                     (68.0)       (66.4)       (77.9)
  Net realized capital gains                                   (19.7)       (41.3)        (1.5)
  Other, net                                                     1.1          --          (1.0)
                                                            --------     --------     --------
    Net cash (used for) provided by operating activities      (126.8)       309.1        206.6
                                                            --------     --------     --------

Cash Flows from Investing Activities:
  Proceeds from sales of:
   Debt securities available for sale                        5,182.2      4,207.2      3,593.8
   Equity securities                                           190.5        180.8         93.1
   Mortgage loans                                                8.7         10.7         --
   Limited partnership                                          --           26.6         --
  Investment maturities and collections of:
   Debt securities available for sale                          885.2        583.9      1,289.2
   Short-term investments                                       35.0        106.1         30.4
  Cost of investment purchases in:
   Debt securities available for sale                       (6,534.3)    (6,034.0)    (5,621.4)
   Equity securities                                          (118.1)      (170.9)      (162.5)
   Short-term investments                                      (54.7)       (24.7)      (106.1)
   Mortgage loans                                               --          (21.3)        --
   Limited partnership                                          --           --          (25.0)
  Other, net                                                   (17.6)        --           --
                                                            --------     --------     --------
    Net cash used for investing activities                    (423.1)    (1,135.6)      (908.5)
                                                            --------     --------     --------

Cash Flows from Financing Activities:
  Deposits and interest credited for investment contracts    1,579.5      1,884.5      1,737.8
  Withdrawals of investment contracts                       (1,146.2)    (1,109.6)      (948.7)
  Additional capital contributions                              10.4         --           --
  Dividends paid to shareholder                                 (3.5)        (2.9)        --
                                                            --------     --------     --------
    Net cash provided by financing activities                  440.2        772.0        789.1
                                                            --------     --------     --------

Net (decrease) increase in cash and cash equivalents          (109.7)       (54.5)        87.2
Cash and cash equivalents, beginning of year                   568.8        623.3        536.1
                                                            --------     --------     --------

Cash and cash equivalents, end of year                        $459.1       $568.8       $623.3
                                                            ========     ========     ========

Supplemental cash flow information:
  Income taxes paid, net                                       $85.5        $92.8        $85.9
                                                            ========     ========     ========

See Notes to Consolidated Financial Statements.
</TABLE>



                                      F-6
<PAGE>








            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

                   Notes to Consolidated Financial Statements

1.   Summary of Significant Accounting Policies

     Aetna Life Insurance and Annuity Company and its wholly owned subsidiaries
     (collectively, the "Company") is a provider of financial services and life
     insurance products in the United States. The Company has two business
     segments: financial services and individual life insurance.

     Financial services products include annuity contracts that offer a variety
     of funding and payout options for individual and employer-sponsored
     retirement plans qualified under Internal Revenue Code Sections 401, 403,
     408 and 457, and non-qualified annuity contracts. These contracts may be
     deferred or immediate ("payout annuities"). Financial services also include
     investment advisory services, financial planning and pension plan
     administrative services.

     Individual life insurance products include universal life, variable
     universal life, traditional whole life and term insurance.

     Basis of Presentation

     The consolidated financial statements include Aetna Life Insurance and
     Annuity Company and its wholly owned subsidiaries, Aetna Insurance Company
     of America and Aetna Private Capital, Inc. Aetna Life Insurance and Annuity
     Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.
     ("HOLDCO"). HOLDCO is a wholly owned subsidiary of Aetna Retirement
     Services, Inc., whose ultimate parent is Aetna Inc. ("Aetna").

     The consolidated financial statements have been prepared in accordance with
     generally accepted accounting principles. Certain reclassifications have
     been made to 1995 and 1994 financial information to conform to the 1996
     presentation.

     Future Application of Accounting Standards

     Financial Accounting Standard ("FAS") No. 125, Accounting for Transfers and
     Servicing of Financial Assets and Extinguishments of Liabilities, was
     issued in June 1996. This statement provides accounting and reporting
     standards for transfers of financial assets and extinguishments of
     liabilities. Transactions covered by this statement would include
     securitizations, sales of partial interests in assets, repurchase
     agreements and securities lending. This statement requires that after a
     transfer of financial assets, an entity would recognize any assets it
     controls and liabilities it has incurred. An entity would not recognize
     assets when control has been surrendered or liabilities have been
     satisfied. Portions of this statement are effective for each of 1997 and
     1998 financial statements and early adoption is not permitted. The Company
     does not expect adoption of this statement to have a material effect on its
     financial position or results of operations.



                                      F-7
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the amounts reported in the financial statements
     and accompanying notes. Actual results could differ from reported results
     using those estimates.

     Cash and Cash Equivalents

     Cash and cash equivalents include cash on hand, money market instruments
     and other debt issues with a maturity of 90 days or less when purchased.

     Investments

     All of the Company's debt and equity securities are classified as available
     for sale and carried at fair value. These securities are written down (as
     realized capital losses) for other than temporary declines in value.
     Unrealized capital gains and losses related to available for sale other
     than amounts allocable to experience rated contractholders, are reflected
     in shareholder's equity, net of related taxes.

     Fair values for debt and equity securities are based on quoted market
     prices or dealer quotations. Where quoted market prices or dealer
     quotations are not available, fair values are measured utilizing quoted
     market prices for similar securities or by using discounted cash flow
     methods. Cost for mortgage-backed securities is adjusted for unamortized
     premiums and discounts, which are amortized using the interest method over
     the estimated remaining term of the securities, adjusted for anticipated
     prepayments.

     Purchases and sales of debt and equity securities are recorded on the trade
     date.

     The investment in affiliated mutual funds primarily represents an
     investment in the Aetna Series Fund, Inc., a retail mutual fund which has
     been seeded by the Company, and is carried at fair value.

     Mortgage loans and policy loans are carried at unpaid principal balances,
     net of impairment reserves. Sales of mortgage loans are recorded on the
     closing date.

     Short-term investments, consisting primarily of money market instruments
     and other debt issues purchased with a maturity of 91 days to one year, are
     considered available for sale and are carried at fair value, which
     approximates amortized cost.



                                      F-8
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     Futures contracts are carried at fair value and require daily cash
     settlement. Changes in the fair value of futures contracts that qualify as
     hedges are deferred and recognized as an adjustment to the hedged asset or
     liability. Deferred gains or losses on such futures contracts are amortized
     over the life of the acquired asset or liability as a yield adjustment or
     through net realized capital gains or losses upon disposal of an asset.
     Changes in the fair value of futures contracts that do not qualify as
     hedges are recorded in net realized capital gains or losses. Hedge
     designation requires specific asset or liability identification, a
     probability at inception of high correlation with the position underlying
     the hedge, and that high correlation be maintained throughout the hedge
     period. If a hedging instrument ceases to be highly correlated with the
     position underlying the hedge, hedge accounting ceases at that date and
     excess gains and losses on the hedging instrument are reflected in net
     realized capital gains or losses.

     Swap agreements which are designated as interest rate risk management
     instruments at inception are accounted for using the accrual method.
     Accordingly, the difference between amounts paid and received on such
     agreements is reported in net investment income. There is no recognition in
     the Consolidated Balance Sheets for changes in the fair value of the
     agreement.

     Deferred Policy Acquisition Costs

     Certain costs of acquiring insurance business are deferred. These costs,
     all of which vary with and are primarily related to the production of new
     and renewal business, consist principally of commissions, certain expenses
     of underwriting and issuing contracts, and certain agency expenses. For
     fixed ordinary life contracts, such costs are amortized over expected
     premium-paying periods (up to 20 years). For universal life and certain
     annuity contracts, such costs are amortized in proportion to estimated
     gross profits and adjusted to reflect actual gross profits over the life of
     the contracts (up to 20 years).

     Deferred policy acquisition costs are written off to the extent that it is
     determined that future policy premiums and investment income or gross
     profits are not adequate to cover related losses and expenses.

     Insurance Reserve Liabilities

     Future Policy Benefits include reserves for universal life, immediate
     annuities with life contingent payouts and traditional life insurance
     contracts. Reserves for universal life contracts are equal to cumulative
     deposits less charges and withdrawals plus credited interest thereon.
     Reserves for immediate annuities with life contingent payouts and
     traditional life insurance contracts are computed on the basis of assumed
     investment yield, mortality, and expenses, including a margin for adverse
     deviations. Such assumptions generally vary by plan, year of issue and
     policy duration. Reserve interest rates range from 2.25% to 12.00%.
     Investment yield is based on the Company's experience. Mortality and
     withdrawal rate assumptions are based on relevant Aetna experience and are
     periodically reviewed against both industry standards and experience.



                                      F-9
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     Policyholders' Funds Left With the Company include reserves for deferred
     annuity investment contracts and immediate annuities without life
     contingent payouts. Reserves on such contracts are equal to cumulative
     deposits less charges and withdrawals plus credited interest thereon (rates
     range from 4.00% to 7.00%), net of adjustments for investment experience
     that the Company is entitled to reflect in future credited interest.
     Reserves on contracts subject to experience rating reflect the rights of
     contractholders, plan participants and the Company.

     Unpaid claims for all lines of insurance include benefits for reported
     losses and estimates of benefits for losses incurred but not reported.

     Premiums, Charges Assessed Against Policyholders, Benefits and Expenses

     For universal life and certain annuity contracts, charges assessed against
     policyholders' funds for the cost of insurance, surrender charges,
     actuarial margin and other fees are recorded as revenue in charges assessed
     against policyholders. Other amounts received for these contracts are
     reflected as deposits and are not recorded as revenue. Life insurance
     premiums, other than premiums for universal life and certain annuity
     contracts, are recorded as premium revenue when due. Related policy
     benefits are recorded in relation to the associated premiums or gross
     profit so that profits are recognized over the expected lives of the
     contracts. When annuity payments begin under contracts with life contingent
     payouts that were initially investment contracts, the accumulated balance
     in the account is treated as a single premium for the purchase of an
     annuity, reflected as an offsetting amount in both premiums and current and
     future benefits in the Consolidated Statements of Income.

     Separate Accounts

     Assets held under variable universal life and variable annuity contracts
     are segregated in Separate Accounts and are invested, as designated by the
     contractholder or participant under a contract, in shares of Aetna Variable
     Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment
     Advisers Fund, Inc., Aetna GET Fund, the Aetna Series Fund Inc., or the
     Aetna Generation Funds (collectively, "Funds"), which are managed by the
     Company, or other selected mutual funds not managed by the Company.

     Separate Accounts assets and liabilities are carried at fair value except
     for those relating to a guaranteed interest option. Since the Company bears
     the investment risk where the contract is held to maturity, the assets of
     the Separate Account supporting the guaranteed interest option are carried
     at an amortized cost of $515.6 million for 1996 (fair value $523.0 million)
     and $322.2 million for 1995 (fair value $343.9 million). Reserves relating
     to the guaranteed interest option are maintained at fund value and reflect
     interest credited at rates ranging from 4.10% to 8.00% in 1996 and 4.50% to
     8.38% in 1995.



                                      F-10
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     Separate Accounts assets and liabilities are shown as separate captions in
     the Consolidated Balance Sheets. Deposits, investment income and net
     realized and unrealized capital gains and losses of the Separate Accounts
     are not reflected in the Consolidated Statements of Income (with the
     exception of realized capital gains and losses on the sale of assets
     supporting the guaranteed interest option). The Consolidated Statements of
     Cash Flows do not reflect investment activity of the Separate Accounts.

     Income Taxes

     The Company is included in the consolidated federal income tax return of
     Aetna. The Company is taxed at regular corporate rates after adjusting
     income reported for financial statement purposes for certain items.
     Deferred income tax expenses/benefits result from changes during the year
     in cumulative temporary differences between the tax basis and book basis of
     assets and liabilities.



                                      F-11
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments

     Debt securities available for sale as of December 31, 1996 were as follows:
<TABLE>
<CAPTION>

                                                          Gross       Gross
                                            Amortized  Unrealized   Unrealized    Fair
                                              Cost        Gains       Losses     Value
                                              ----        -----       ------     -----
                                                       (millions)
<S>                                        <C>         <C>         <C>         <C>
U.S. government and government
   agencies and authorities                $ 1,072.4   $    20.5   $     4.5   $ 1,088.4

States, municipalities and political
   subdivisions                                  6.0         1.2        --           7.2

U.S. corporate securities:
     Financial                               2,143.4        43.1         9.7     2,176.8
     Food & fiber                              198.2         4.6         1.3       201.5
     Healthcare & consumer products            735.9        20.2         6.3       749.8
     Media & broadcast                         274.9         7.0         2.8       279.1
     Natural resources                         187.7         4.5         0.4       191.8
     Transportation & capital goods            521.9        22.0         1.8       542.1
     Utilities                                 448.8        14.8         2.8       460.8
     Other                                     141.5         3.0        --         144.5
                                           ---------   ---------   ---------   ---------
   Total U.S. corporate securities           4,652.3       119.2        25.1     4,746.4

Foreign Securities:
     Government                                758.6        36.0         5.7       788.9
     Utilities                                 187.8        16.1        --         203.9
     Other                                     945.5        30.9         6.3       970.1
                                           ---------   ---------   ---------   ---------
   Total foreign securities                  1,891.9        83.0        12.0     1,962.9

Residential mortgage-backed securities:
     Pass-throughs                             792.2        78.3         3.1       867.4
     Collateralized mortgage obligations     2,227.8        94.9        13.7     2,309.0
                                           ---------   ---------   ---------   ---------
Total residential mortgage-
   backed securities                         3,020.0       173.2        16.8     3,176.4

Commercial/Multifamily mortgage-
   backed securities                         1,008.7        24.8         5.6     1,027.9

Other asset-backed securities                  887.8        10.7         2.2       896.3
                                           ---------   ---------   ---------   ---------

Total Debt Securities                      $12,539.1   $   432.6   $    66.2   $12,905.5
                                           =========   =========   =========   =========
</TABLE>



                                      F-12
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     Debt securities available for sale as of December 31, 1995 were as follows:
<TABLE>
<CAPTION>

                                                          Gross       Gross
                                            Amortized  Unrealized   Unrealized    Fair
                                              Cost        Gains       Losses     Value
                                              ----        -----       ------     -----
                                                       (millions)
<S>                                          <C>           <C>           <C>     <C>
U.S. government and government
   agencies and authorities                $   539.5   $    47.5   $    --     $   587.0

States, municipalities and political
   subdivisions                                 41.4        12.4        --          53.8

U.S. Corporate securities:
     Financial                               2,764.4       110.3         2.1     2,872.6
     Food & fiber                              310.8        20.8         0.6       331.0
     Healthcare & consumer products            766.0        59.2         0.2       825.0
     Media & broadcast                         191.7        10.0        --         201.7
     Natural resources                         186.9        12.6         0.2       199.3
     Transportation & capital goods            602.4        46.7         0.2       648.9
     Utilities                                 454.4        27.8         1.0       481.2
     Other                                     119.9        10.2        --         130.1
                                           ---------   ---------   ---------   ---------
   Total U.S. corporate securities           5,396.5       297.6         4.3     5,689.8

Foreign securities:
     Government                                316.4        26.1         2.0       340.5
     Utilities                                 236.3        32.9                   269.2
     Other                                     749.9        60.5         3.5       806.9
                                           ---------   ---------   ---------   ---------
   Total foreign securities                  1,302.6       119.5         5.5     1,416.6

Residential mortgage-backed securities:
     Pass-throughs                             556.7        99.2         1.8       654.1
     Collateralized mortgage obligations     2,383.9       167.6         2.2     2,549.3
                                           ---------   ---------   ---------   ---------
Total residential mortgage-
   backed securities                         2,940.6       266.8         4.0     3,203.4

Commercial/multifamily mortgage-
   backed securities                           741.9        32.3         0.2       774.0

Other asset-backed securities                  961.2        35.5         0.5       996.2
                                           ---------   ---------   ---------   ---------

Total Debt Securities                      $11,923.7   $   811.6   $    14.5   $12,720.8
                                           =========   =========   =========   =========

</TABLE>


                                      F-13
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     At December 31, 1996 and 1995, net unrealized appreciation of $366.4
     million and $797.1 million, respectively, on available for sale debt
     securities included $288.5 million and $619.1 million, respectively,
     related to experience rated contracts, which were not reflected in
     shareholder's equity but in Future Policy Benefits and Policyholders' Funds
     Left With the Company.

     The amortized cost and fair value of debt securities for the year ended
     December 31, 1996 are shown below by contractual maturity. Actual
     maturities may differ from contractual maturities because securities may be
     restructured, called, or prepaid.

                                                      Amortized          Fair
                                                         Cost            Value
                                                      ---------          -----
                                                               (millions)
      Due to mature:
        One year or less                              $   424.4        $   425.7
        After one year through five years               2,162.4          2,194.2
        After five years through ten years              2,467.4          2,509.6
        After ten years                                 2,568.4          2,675.4
        Mortgage-backed securities                      4,028.7          4,204.3
        Other asset-backed securities                     887.8            896.3
                                                      ---------        ---------
               Total                                  $12,539.1        $12,905.5
                                                      =========        =========

     The Company engages in securities lending whereby certain securities from
     its portfolio are loaned to other institutions for short periods of time.
     Collateral, primarily cash, which is in excess of the market value of the
     loaned securities, is deposited by the borrower with a lending agent, and
     retained and invested by the lending agent to generate additional income
     for the Company. The market value of the loaned securities is monitored on
     a daily basis with additional collateral obtained or refunded as the market
     value fluctuates. At December 31, 1996 and 1995, the Company had loaned
     securities (which are reflected as invested assets) with a market value of
     approximately $444.7 million and $264.5 million, respectively.

     At December 31, 1996 and 1995, debt securities carried at $7.6 million and
     $7.4 million, respectively, were on deposit as required by regulatory
     authorities.

     The carrying value of non-income producing investments was $0.9 million and
     $0.1 million at December 31, 1996 and 1995, respectively.

     The Company did not have any investments in a single issuer, other than
     obligations of the U.S. government, with a carrying value in excess of 10%
     of the Company's shareholder's equity at December 31, 1996.



                                      F-14
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     Included in the Company's total debt securities were residential
     collateralized mortgage obligations ("CMOs") supporting the following:
<TABLE>
<CAPTION>

                                                         1996                   1995
                                                         ----                   ----
                                                    Fair     Amortized     Fair      Amortized
                                                   Value        Cost      Value         Cost
                                                   -----        ----      -----         ----
                                                                  (millions)
<S>                                              <C>         <C>         <C>         <C>
     Total residential CMOs (1)                  $2,309.0    $2,227.8    $2,549.4    $2,383.9
                                                 ========    ========    ========    ========
     Percentage of total:
       Supporting experience rated products          84.2%                   85.3%
       Supporting remaining products                 15.8%                   14.7%
                                                 --------                --------
                                                    100.0%                  100.0%
                                                 ========                ========
</TABLE>

     (1)  At December 31, 1996 and 1995, approximately 71% and 81%,
          respectively, of the Company's residential CMO holdings were backed by
          government agencies such as GNMA, FNMA, FHLMC.

     There are various categories of CMOs which are subject to different degrees
     of risk from changes in interest rates and, for nonagency-backed CMOs,
     defaults. The principal risks inherent in holding CMOs are prepayment and
     extension risks related to dramatic decreases and increases in interest
     rates resulting in the repayment of principal from the underlying mortgages
     either earlier or later than originally anticipated.

     At December 31, 1996 and 1995, approximately 68% and 79%, respectively, of
     the Company's CMO holdings were in planned amortization class ("PAC") and
     sequential structure tranches, which are subject to less prepayment and
     extension risk than other types of CMO instruments. At December 31, 1996
     and 1995, approximately 3% of the Company's CMO holdings were in the
     interest-only ("IOs") and principal-only ("POs") tranches, which are
     subject to more prepayment and extension risks than other types of CMO
     instruments. Remaining CMO holdings are in other tranches that have
     prepayment and extension risks which fall between the degree of risk
     associated with PACs and sequentials, and IOs and POs.



                                      F-15
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     Investments in available for sale equity securities were as follows:

                                             Gross         Gross
                              Amortized      Unrealized    Unrealized   Fair
                                 Cost        Gains         Losses       Value
                                 ----        ----------    ----------   -----
                                                  (millions)
       1996
       Equity Securities       $ 184.9       $  16.3       $   0.8      $ 200.4
                               =======       =======       =======      =======
       1995
       Equity Securities       $ 231.6       $  27.2       $   1.2      $ 257.6
                               =======       =======       =======      =======

3.   Financial Instruments

     Estimated Fair Value

     The carrying values and estimated fair values of certain of the Company's
     financial instruments at December 31, 1996 and 1995 were as follows:
<TABLE>
<CAPTION>

                                                    1996                    1995
                                             ------------------       -----------------
                                             Carrying     Fair        Carrying    Fair
                                             Value        Value       Value       Value
                                             -----        -----       -----       -----
                                                         (millions)
<S>                                          <C>          <C>         <C>         <C>
Assets:
    Mortgage loans                           $    13.0    $    13.2   $    21.2   $    21.9
Liabilities:
    Investment contract liabilities:
          With a fixed maturity              $ 1,014.1    $ 1,028.8   $   989.1   $ 1,001.2
          Without a fixed maturity             9,649.6      9,427.6     9,511.0     9,298.4
</TABLE>

     Fair value estimates are made at a specific point in time, based on
     available market information and judgments about the financial instrument,
     such as estimates of timing and amount of future cash flows. Such estimates
     do not reflect any premium or discount that could result from offering for
     sale at one time the Company's entire holdings of a particular financial
     instrument, nor do they consider the tax impact of the realization of
     unrealized gains or losses. In many cases, the fair value estimates cannot
     be substantiated by comparison to independent markets, nor can the
     disclosed value be realized in immediate settlement of the instrument. In
     evaluating the Company's management of interest rate, price and liquidity
     risks, the fair values of all assets and liabilities should be taken into
     consideration, not only those presented above.



                                      F-16
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

3.   Financial Instruments (Continued)

     The following valuation methods and assumptions were used by the Company in
     estimating the fair value of the above financial instruments:

     Mortgage loans: Fair values are estimated by discounting expected mortgage
     loan cash flows at market rates which reflect the rates at which similar
     loans would be made to similar borrowers. The rates reflect management's
     assessment of the credit quality and the remaining duration of the loans.

     Investment contract liabilities (included in Policyholders' Funds Left With
     the Company):

     With a fixed maturity: Fair value is estimated by discounting cash flows at
     interest rates currently being offered by, or available to, the Company for
     similar contracts.

     Without a fixed maturity: Fair value is estimated as the amount payable to
     the contractholder upon demand. However, the Company has the right under
     such contracts to delay payment of withdrawals which may ultimately result
     in paying an amount different than that determined to be payable on demand.

     Off-Balance-Sheet and Other Financial Instruments (including Derivative
     Financial Instruments)

     The Company uses off-balance-sheet and other financial instruments
     primarily to manage portfolio risks, including interest rate,
     prepayment/call, credit, price, and liquidity risks. In 1996, Treasury
     futures contracts were used to manage interest rate risk in the Company's
     bond portfolio and stock index futures contracts were used to manage price
     risk in the Company's equity portfolio. In 1996 and 1995, interest rate
     swaps and forward commitments to enter into interest rate swaps,
     respectively, were also used to manage interest rate risk in the Company's
     bond portfolio.

     Futures Contracts:

     Futures contracts represent commitments to either purchase or sell
     underlying assets at a specified future date. Futures contracts trade on
     organized exchanges and, therefore, have minimal credit risk. Cash
     settlements are made daily based on changes in the prices of the underlying
     assets. There were no futures contracts open as of December 31, 1996 and
     1995.



                                      F-17
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

3.   Financial Instruments (Continued)

     Interest Rate Swaps:

     Under interest rate swaps, the Company agrees with other parties to
     exchange interest amounts calculated by reference to an agreed notional
     principal amount. Generally, no cash is exchanged at the outset of the
     contract and no principal payments are made. A single net payment is
     usually made by one counterparty at each due date or upon termination of
     the contract. The Company would be exposed to credit-related losses in the
     event of nonperformance by counterparties to financial instruments,
     however, the Company controls its exposure to credit risk through credit
     approvals, credit limits and regular monitoring procedures. The credit
     exposure of interest rate swaps is represented by the fair value (market
     value) of contracts with a positive fair value (market value) at the
     reporting date. There were no interest rate swap agreements open as of
     December 31, 1996. At December 31, 1995, the Company had an open forward
     swap agreement with a notional amount of $100.0 million and a fair value of
     $0.1 million.

     During 1995, the Company received $0.4 million for writing call options on
     underlying securities. The Company did not write any call options in 1996.
     As of December 31, 1996 and 1995, there were no option contracts
     outstanding.

     The Company also had investments in certain debt instruments with
     derivative characteristics, including those whose market value is at least
     partially determined by, among other things, levels of or changes in
     domestic and/or foreign interest rates (short or long term), exchange
     rates, prepayment rates, equity markets or credit ratings/spreads. The
     amortized cost and fair value of these securities, included in the debt
     securities portfolio, as of December 31, 1996 was as follows:

                                                          Amortized      Fair
                                                             Cost        Value
                                                             ----        -----
                                                                 (millions)

       Residential collateralized mortgage obligations    $ 2,227.8    $ 2,309.0
            Principal-only strips (included above)             44.5         53.3
            Interest-only strips (included above)              10.3         22.8
       Other structured securities with derivative
            characteristics (1)                               126.3        129.2

     (1)  Represents non-leveraged instruments whose fair values and credit risk
          are based on underlying securities, including fixed income securities
          and interest rate swap agreements.



                                      F-18
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

4.   Net Investment Income

     Sources of net investment income were as follows:
                                                1996         1995         1994
                                                ----         ----         ----
                                                          (millions)

     Debt securities                         $  945.3     $  891.5     $  823.9
     Preferred stock                              5.9          4.2          3.9
     Investment in affiliated mutual funds       14.3         14.9          5.2
     Mortgage loans                               2.2          1.4          1.4
     Policy loans                                18.4         13.7         11.5
     Reinsurance loan to affiliate               44.1         46.5         51.5
     Cash equivalents                            29.4         38.9         29.5
     Other                                        2.1          8.4          6.7
                                             --------     --------     --------
     Gross investment income                  1,061.7      1,019.5        933.6
     Less investment expenses                   (16.1)       (15.2)       (16.4)
                                             --------     --------     --------
     Net investment income                   $1,045.6     $1,004.3     $  917.2
                                             ========     ========     ========

     Net investment income includes amounts allocable to experience rated
     contractholders of $787.6 million, $744.2 million and $677.1 million for
     the years ended December 31, 1996, 1995 and 1994, respectively. Interest
     credited to contractholders is included in Current and Future Benefits.

5.  Dividend Restrictions and Shareholder's Equity

     The Company paid $3.5 million in cash dividends to HOLDCO in 1996. In 1995,
     the Company dividended $2.9 million in the form of two of its subsidiaries,
     Systematized Benefits Administrators, Inc. and Aetna Investment Services,
     Inc., to Aetna Retirement Services, Inc. (the Company's former parent).

     The amount of dividends that may be paid to the shareholder in 1997 without
     prior approval by the Insurance Commissioner of the State of Connecticut is
     $71.1 million.

     The Insurance Department of the State of Connecticut (the "Department")
     recognizes as net income and shareholder's capital and surplus those
     amounts determined in conformity with statutory accounting practices
     prescribed or permitted by the Department, which differ in certain respects
     from generally accepted accounting principles. Statutory net income was
     $57.8 million, $70.0 million and $64.9 million for the years ended December
     31, 1996, 1995 and 1994, respectively. Statutory capital and surplus was
     $713.6 million and $670.7 million as of December 31, 1996 and 1995,
     respectively.

     As of December 31, 1996 the Company does not utilize any statutory
     accounting practices which are not prescribed by state regulatory
     authorities that, individually or in the aggregate, materially affect
     statutory capital and surplus.



                                      F-19
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

6.   Capital Gains and Losses on Investment Operations

     Realized capital gains or losses are the difference between the carrying
     value and sale proceeds of specific investments sold.

     Net realized capital gains on investments were as follows:

                                                  1996        1995        1994
                                                  ----        ----        ----
                                                           (millions)

       Debt securities                         $   11.1     $  32.8     $   1.0
       Equity securities                            8.6         8.3         0.2
       Mortgage loans                               --          0.2         0.3
                                               --------     --------    -------
       Pretax realized capital gains           $   19.7     $  41.3     $   1.5
                                               ========     =======     =======
       After tax realized capital gains        $   13.0     $  25.8     $   1.0
                                               ========     =======     =======

     Net realized capital gains of $53.1 million and $61.1 million for 1996 and
     1995, respectively, and net realized capital losses of $29.1 million for
     1994, allocable to experience rated contracts, were deducted from net
     realized capital gains (losses) and an offsetting amount was reflected in
     policyholder funds' left with the Company. Net unamortized gains were $53.3
     million and $7.3 million at December 31, 1996 and 1995, respectively.

     Changes to the mortgage loan valuation reserve and writedowns on debt
     securities for other than temporary declines in value are included in net
     realized capital gains (losses) and amounted to $(3.3) million, $3.1
     million and $1.1 million, of which $(3.2) million, $2.2 million and $0.8
     million were allocable to experience rated contractholders, for the years
     ended December 31, 1996, 1995 and 1994, respectively. There was no
     valuation reserve for mortgage loans at December 31, 1996 or at December
     31, 1995.

     Proceeds from the sale of available for sale debt securities and the
     related gross gains and losses were as follows:

                                           1996          1995            1994
                                           ----          ----            ----
                                                      (millions)

     Proceeds on Sales                   $5,182.2      $4,207.2       $3,593.8
     Gross gains                             24.3          44.6           26.6
     Gross losses                            13.2          11.8           25.6



                                      F-20
<PAGE>




            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

6.   Capital Gains and Losses on Investment Operations (Continued)

     Changes in shareholder's equity related to changes in unrealized capital
     gains (losses), (excluding those related to experience rated
     contractholders), were as follows:

                                                 1996         1995        1994
                                                 ----         ----        ----
                                                         (millions)

     Debt securities                          $ (100.1)    $  255.9    $ (242.1)
     Equity securities                           (10.5)        27.3       (13.3)
     Limited partnership                           --           1.8        (1.8)
                                              --------     --------    --------
                                                (110.6)       285.0      (257.2)

     Deferred income taxes (See Note 8)          (38.6)       (36.5)       46.3
                                              --------     --------    --------
     Net change in unrealized
        capital gains (losses)                $  (72.0)    $  321.5    $ (303.5)
                                              ========     ========    ========

     Net unrealized capital gains allocable to experience rated contracts of
     $245.2 million and $43.3 million at December 31, 1996 and $515.0 million
     and $104.1 million at December 31, 1995 are reflected on the Consolidated
     Balance Sheets in Policyholders' Funds Left With the Company and Future
     Policy Benefits, respectively, and are not included in shareholder's
     equity.

     Shareholder's equity included the following unrealized capital gains
     (losses), which are net of amounts allocable to experience rated
     contractholders, at December 31:

                                               1996         1995          1994
                                               ----         ----          ----
                                                          (millions)
     Debt securities
       Gross unrealized capital gains         $101.7       $179.3       $  27.4
       Gross unrealized capital losses         (23.8)        (1.3)       (105.2)
                                              ------       ------       --------
                                                77.9        178.0         (77.8)
     Equity securities
       Gross unrealized capital gains           16.3         27.2           6.5
       Gross unrealized capital losses          (0.8)        (1.2)         (7.9)
                                              ------       ------       --------
                                                15.5         26.0          (1.4)
     Limited Partnership                        --           --            --
       Gross unrealized capital gains           --           --            --
       Gross unrealized capital losses          --           --            (1.8)
                                              ------       ------       --------
                                                --           --            (1.8)

     Deferred income taxes (See Note 8)         32.9         71.5         108.0
                                              ------       ------       --------

     Net unrealized capital gains (losses)    $ 60.5       $132.5       $(189.0)
                                              ======       ======       ========



                                      F-21
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

7.   Severance and Facilities Charges

     Severance and facilities charges during 1996, as described below, included
     the following (pretax):
<TABLE>
<CAPTION>

                                                    Vacated
                                          Asset      Leased             Corporate
(Millions)                   Severance  Write-Off   Property     Other  Allocation    Total
- --------------------------------------------------------------------------------------------
<S>                            <C>        <C>        <C>        <C>        <C>        <C>
Financial Services             $ 29.1     $  1.0     $  1.3     $  1.7     $ --       $ 33.1
Individual Life Insurance        12.5        0.4        0.5        0.8       --         14.2
Corporate Allocation             --         --         --         --         14.0       14.0
                             ---------------------------------------------------------------
   Total Company               $ 41.6     $  1.4     $  1.8     $  2.5     $ 14.0     $ 61.3
- --------------------------------------------------------------------------------------------
</TABLE>

     In the third quarter of 1996, the Company recorded a $30.7 million after
     tax ($47.3 million pretax) charge principally related to actions taken or
     expected to be taken to improve its cost structure relative to its
     competitors. The severance portion of the charge is based on a plan to
     eliminate 702 positions (primarily customer service, sales and information
     technology support staff). The facilities portion of the charge is based on
     a plan to consolidate sales/service field offices.

     In addition to the above charge, Aetna recorded a facilities and severance
     charge in the second quarter of 1996, primarily as a result of actions
     taken or expected to be taken to reduce the level of corporate expenses and
     other costs previously absorbed by Aetna's property-casualty operations.
     The cost allocated to the Company associated with this charge was $9.1
     million after tax ($14.0 million pretax).

     The activity during 1996 within the severance and facilities reserve
     (pretax, in millions) and the number of positions eliminated related to
     such actions were as follows:

                                                    Reserve            Positions
     ---------------------------------------------------------------------------
       Beginning of year                           $   --                 --
       Severance and facilities charges               47.3                702
       Corporate Allocation                           14.0                --
       Actions taken (1)                             (13.4)              (178)
                                                 -------------------------------
          End of year                              $  47.9                524
     ---------------------------------------------------------------------------

     (1)  Includes $8.0 million of severance-related actions and $4.1 million of
          corporate allocation-related actions.

     The Company's severance actions are expected to be substantially completed
     by March 31, 1998. The corporate allocation actions and the vacating of the
     leased office space are expected to be substantially completed in 1997.



                                      F-22
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

8.   Income Taxes

     The Company is included in the consolidated federal income tax return and
     combined Connecticut and New York state income tax returns of Aetna. Aetna
     allocates to each member an amount approximating the tax it would have
     incurred were it not a member of the consolidated group, and credits the
     member for the use of its tax saving attributes used in the consolidated
     returns.

     Income taxes for the years ended December 31, consist of:

                                                      1996      1995      1994
                                                      ----      ----      ----
                                                             (millions)
     Current taxes (benefits):
     Income Taxes:
       Federal                                       $ 50.9    $ 82.9    $ 78.7
       State                                            3.7       3.2       4.4
       Net realized capital gains (losses)             25.3      28.5     (33.2)
                                                     ------    ------    ------
                                                       79.9     114.6      49.9
                                                     ------    ------    ------
     Deferred taxes (benefits):
     Income Taxes:
       Federal                                         (3.5)    (14.4)     (8.0)
       Net realized capital gains (losses)            (18.6)    (12.9)     33.7
                                                     ------    ------    ------
                                                      (22.1)    (27.3)     25.7
                                                     ------    ------    ------
          Total                                      $ 57.8    $ 87.3    $ 75.6
                                                     ======    ======    ======


     Income taxes were different from the amount computed by applying the
     federal income tax rate to income before income taxes for the following
     reasons:

                                                      1996      1995      1994
                                                      ----      ----      ----
                                                            (millions)

     Income before income taxes                      $198.9    $263.2    $220.9
     Tax rate                                            35%       35%       35%
                                                     ------    ------    ------
     Application of the tax rate                       69.6      92.1      77.3
                                                     ------    ------    ------
     Tax effect of:
          State income tax, net of federal benefit      2.4       2.1       2.9
          Excludable dividends                         (8.7)     (9.3)     (8.6)
          Other, net                                   (5.5)      2.4       4.0
                                                     ------    ------    ------
            Income taxes                             $ 57.8    $ 87.3    $ 75.6
                                                     ======    ======    ======



                                      F-23
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

8.   Income Taxes (Continued)

     The tax effects of temporary differences that give rise to deferred tax
     assets and deferred tax liabilities at December 31 are presented below:

                                                            1996          1995
                                                            ----          ----
                                                                (millions)
       Deferred tax assets:
            Insurance reserves                            $ 344.6       $ 290.4
            Unrealized gains allocable to
              experience rated contracts                    100.8         216.7
            Investment losses                                 7.5           7.3
            Postretirement benefits other
              than pensions                                  27.0           7.7
            Deferred compensation                            25.0          18.9
            Pension                                           7.6           5.7
            Other                                            29.3           9.2
                                                          -------       -------
       Total gross assets                                   541.8         555.9

       Deferred tax liabilities:
            Deferred policy acquisition costs               482.1         433.0
            Market discount                                   6.8           4.4
            Net unrealized capital gains                    133.7         288.2
            Other                                            (0.3)         (0.1)
                                                          -------       -------
       Total gross liabilities                              622.3         725.5
                                                          -------       -------
       Net deferred tax liability                         $  80.5       $ 169.6
                                                          =======       =======

     Net unrealized capital gains and losses are presented in shareholder's
     equity net of deferred taxes. Valuation allowances are provided when it is
     not considered more likely than not that deferred tax assets will be
     realized. As of December 31, 1996 and 1995, no valuation allowances were
     required for unrealized capital gains and losses.

     The "Policyholders' Surplus Account," which arose under prior tax law, is
     generally that portion of a life insurance company's statutory income that
     has not been subject to taxation. As of December 31, 1983, no further
     additions could be made to the Policyholders' Surplus Account for tax
     return purposes under the Deficit Reduction Act of 1984. The balance in
     such account was approximately $17.2 million at December 31, 1996. This
     amount would be taxed only under certain conditions. No income taxes have
     been provided on this amount since management believes the conditions under
     which such taxes would become payable are remote.



                                      F-24
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

8.   Income Taxes (Continued)

     The Internal Revenue Service ("Service") has completed examinations of the
     consolidated federal income tax returns of Aetna through 1990. Discussions
     are being held with the Service with respect to proposed adjustments.
     Management believes there are adequate defenses against, or sufficient
     reserves to provide for, any such adjustments. The Service has commenced
     its examinations for the years 1991 through 1994.

9.   Benefit Plans

     Employee Pension Plans - The Company, in conjunction with Aetna, has
     noncontributory defined benefit pension plans covering substantially all
     employees. The plans provide pension benefits based on years of service and
     average annual compensation (measured over 60 consecutive months of highest
     earnings in a 120-month period). Contributions are determined using the
     Projected Unit Credit Method and, for qualified plans subject to ERISA
     requirements, are limited to the amounts that are tax-deductible. As of
     December 31, 1996, Aetna's accrued pension cost has been allocated to its
     subsidiaries, including the Company, under an allocation based on eligible
     salaries. Data on a separate company basis regarding the proportionate
     share of the projected benefit obligation and plan assets is not available.
     The accumulated benefit obligation and plan assets are recorded by Aetna.
     As of the measurement date (i.e., September 30), the accumulated plan
     assets exceeded accumulated plan benefits. Allocated pretax charges to
     operations for the pension plan (based on the Company's total salary cost
     as a percentage of Aetna's total salary cost) were $4.3 million, $6.1
     million and $5.5 million for the years ended December 31, 1996, 1995 and
     1994, respectively.

     Employee Postretirement Benefits - In addition to providing pension
     benefits, Aetna currently provides health care and life insurance benefits,
     subject to certain caps, for retired employees. A comprehensive medical and
     dental plan is offered to all full-time employees retiring at age 50 with
     15 years of service or at age 65 with 10 years of service. Retirees are
     generally required to contribute to the plans based on their years of
     service with Aetna. The costs to the Company associated with the Aetna
     postretirement plans for 1996, 1995 and 1994 were $1.8 million, $1.4
     million and $1.0 million, respectively.

     As of December 31, 1996, Aetna transferred to the Company approximately
     $77.7 million of accrued liabilities, primarily related to the pension and
     postretirement benefit plans described above, that had been previously
     recorded by Aetna. The after tax amount of this transfer (approximately
     $50.5 million) is reported as a reduction in retained earnings.

     Agent Pension Plans - The Company, in conjunction with Aetna, has a
     non-qualified pension plan covering certain agents. The plan provides
     pension benefits based on annual commission earnings. As of the measurement
     date (i.e., September 30), the accumulated plan assets exceeded accumulated
     plan benefits.



                                      F-25
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

9.   Benefit Plans (Continued)

     Agent Postretirement Benefits - The Company, in conjunction with Aetna,
     also provides certain postretirement health care and life insurance
     benefits for certain agents. The costs to the Company associated with the
     agents' postretirement plans for 1996, 1995 and 1994 were $0.7 million,
     $0.8 million and $0.7 million, respectively.

     Incentive Savings Plan - Substantially all employees are eligible to
     participate in a savings plan under which designated contributions, which
     may be invested in common stock of Aetna or certain other investments, are
     matched, up to 5% of compensation, by Aetna. Pretax charges to operations
     for the incentive savings plan were $5.4 million, $4.9 million and $3.3
     million in 1996, 1995 and 1994, respectively.

     Stock Plans - Aetna has a stock incentive plan that provides for stock
     options, deferred contingent common stock or equivalent cash awards or
     restricted stock to certain key employees. Executive and middle management
     employees may be granted options to purchase common stock of Aetna at or
     above the market price on the date of grant. Options generally become 100%
     vested three years after the grant is made, with one-third of the options
     vesting each year. Aetna does not recognize compensation expense for stock
     options granted at or above the market price on the date of grant under its
     stock incentive plans. In addition, executives may be granted incentive
     units which are rights to receive common stock or an equivalent value in
     cash. The incentive units may vest within a range from 0% to 175% at the
     end of a four year period based on the attainment of performance goals. The
     costs to the Company associated with the Aetna stock plans for 1996, 1995
     and 1994, were $8.1 million, $6.3 million and $1.7 million, respectively.
     As of December 31, 1996, Aetna transferred to the Company approximately
     $1.1 million of deferred tax benefits related to stock options. This amount
     is reported as an increase in retained earnings.

10.  Related Party Transactions

     The Company is compensated by the Separate Accounts for bearing mortality
     and expense risks pertaining to variable life and annuity contracts. Under
     the insurance contracts, the Separate Accounts pay the Company a daily fee
     which, on an annual basis, ranges, depending on the product, from .10% to
     1.90% of their average daily net assets. The Company also receives fees
     from the variable life and annuity mutual funds and The Aetna Series Fund
     for serving as investment adviser. Under the advisory agreements, the Funds
     pay the Company a daily fee which, on an annual basis, ranges, depending on
     the fund, from .25% to .85% of their average daily net assets. The Company
     also receives fees (expressed as a percentage of the average daily net
     assets) from the variable life and annuity mutual funds and The Aetna
     Series Fund for providing administration services, and from The Aetna
     Series Fund for providing shareholder services and promoting sales. The
     amount of compensation and fees received from the Separate Accounts and
     Funds, included in Charges Assessed Against Policyholders, amounted to
     $185.4 million, $128.1 million and $104.6 million in 1996, 1995 and 1994,
     respectively. The Company may waive advisory fees at its discretion.



                                      F-26
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

10.  Related Party Transactions (Continued)

     The Company acts as an investment adviser for its affiliated mutual funds.
     Since August 1996, Aeltus Investment Management, Inc. ("Aeltus"), a wholly
     owned subsidiary of HOLDCO and an affiliate of the Company, has been acting
     as Subadvisor of all affiliated mutual funds and of most of the General
     Account assets. Fees paid by the Company to Aeltus, included in both
     Charges Assessed Against Policyholders and Net Investment Income, on an
     annual basis, range from .06% to .55% of the average daily net assets under
     management. For the year ended December 31, 1996, the Company paid $16.0
     million in such fees.

     The Company may, from time to time, make reimbursements to a Fund for some
     or all of its operating expenses. Reimbursement arrangements may be
     terminated at any time without notice.

     Since 1981, all domestic individual non-participating life insurance of
     Aetna and its subsidiaries has been issued by the Company. Effective
     December 31, 1988, the Company entered into a reinsurance agreement with
     Aetna Life Insurance Company ("Aetna Life") in which substantially all of
     the non-participating individual life and annuity business written by Aetna
     Life prior to 1981 was assumed by the Company. A $108.0 million commission,
     paid by the Company to Aetna Life in 1988, was capitalized as deferred
     policy acquisition costs. An additional $6.1 million commission, paid by
     the Company to Aetna Life in 1996, was capitalized as deferred policy
     acquisition costs. The Company maintained insurance reserves of $628.3
     million and $655.5 million as of December 31, 1996 and 1995, respectively,
     relating to the business assumed. In consideration for the assumption of
     this business, a loan was established relating to the assets held by Aetna
     Life which support the insurance reserves. The loan is being reduced in
     accordance with the decrease in the reserves. The fair value of this loan
     was $625.3 million and $663.5 million as of December 31, 1996 and 1995,
     respectively, and is based upon the fair value of the underlying assets.
     Premiums of $25.3 million, $28.0 million and $32.8 million and current and
     future benefits of $39.5 million, $43.0 million and $43.8 million were
     assumed in 1996, 1995 and 1994, respectively.

     Investment income of $44.1 million, $46.5 million and $51.5 million was
     generated from the reinsurance loan to affiliate in 1996, 1995 and 1994,
     respectively. Net income of approximately $8.1 million, $18.4 million and
     $25.1 million resulted from this agreement in 1996, 1995 and 1994,
     respectively.

     On December 16, 1988, the Company assumed $25.0 million of premium revenue
     from Aetna Life for the purchase and administration of a life contingent
     single premium variable payout annuity contract. In addition, the Company
     also is responsible for administering fixed annuity payments that are made
     to annuitants receiving variable payments. Reserves of $28.9 million and
     $28.0 million were maintained for this contract as of December 31, 1996 and
     1995, respectively.

     Effective February 1, 1992, the Company increased its retention limit per
     individual life to $2.0 million and entered into a reinsurance agreement
     with Aetna Life to reinsure amounts in excess of this limit, up to a
     maximum of $8.0 million on any new individual life business, on a yearly
     renewable term basis. Premium amounts related to this agreement were $5.2
     million, $3.2 million and $1.3 million for 1996, 1995 and 1994,
     respectively.



                                      F-27
<PAGE>



            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

10.  Related Party Transactions (Continued)

     The Company received a capital contribution of $10.4 million in cash from
     HOLDCO in 1996. The Company received no capital contributions in 1995 or
     1994.

     The Company paid $3.5 million in cash dividends to HOLDCO in 1996. In 1995,
     the Company dividended $2.9 million in the form of two of its subsidiaries,
     Systematized Benefits Administrators, Inc. and Aetna Investment Services,
     Inc., to Aetna Retirement Services, Inc. (the Company's former parent).

     Premiums due and other receivables include $2.8 million and $5.7 million
     due from affiliates in 1996 and 1995, respectively. Other liabilities
     include $10.7 million and $12.4 million due to affiliates for 1996 and
     1995, respectively.

     Substantially all of the administrative and support functions of the
     Company are provided by Aetna and its affiliates. The financial statements
     reflect allocated charges for these services based upon measures
     appropriate for the type and nature of service provided.

11.  Reinsurance

     The Company utilizes indemnity reinsurance agreements to reduce its
     exposure to large losses in all aspects of its insurance business. Such
     reinsurance permits recovery of a portion of losses from reinsurers,
     although it does not discharge the primary liability of the Company as
     direct insurer of the risks reinsured. The Company evaluates the financial
     strength of potential reinsurers and continually monitors the financial
     condition of reinsurers. Only those reinsurance recoverables deemed
     probable of recovery are reflected as assets on the Company's Consolidated
     Balance Sheets.



                                      F-28
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

11.  Reinsurance (Continued)

     The following table includes premium amounts ceded/assumed to/from
     affiliated companies as discussed in Note 10 above.

                                                Ceded to    Assumed
                                        Direct    Other    from Other      Net
                                        Amount  Companies   Companies     Amount
                                        ------  ---------   ---------     ------
                                                    (millions)
     1996
 Premiums:
   Life Insurance                      $  34.6   $  11.2     $  25.3     $  48.7
   Accident and Health Insurance           6.3       6.3        --          --
   Annuities                              84.3      --           0.6        84.9
                                       =======   =======     =======     =======
    Total earned premiums              $ 125.2   $  17.5     $  25.9     $ 133.6
                                       =======   =======     =======     =======
     1995
 Premiums:
   Life Insurance                      $  28.8   $   8.6     $  28.0     $  48.2
   Accident and Health Insurance           7.5       7.5        --          --
   Annuities                             164.0      --           0.5       164.5
                                       =======   =======     =======     =======
    Total earned premiums              $ 200.3   $  16.1     $  28.5     $ 212.7
                                       =======   =======     =======     =======
     1994
 Premiums:
   Life Insurance                      $  27.3   $   6.0     $  32.8     $  54.1
   Accident and Health Insurance           9.3       9.3        --          --
   Annuities                             137.3      --           0.2       137.5
                                       =======   =======     =======     =======
    Total earned premiums              $ 173.9   $  15.3     $  33.0     $ 191.6
                                       =======   =======     =======     =======

12.  Commitments and Contingent Liabilities

     Commitments

     Through the normal course of investment operations, the Company commits to
     either purchase or sell securities or money market instruments at a
     specified future date and at a specified price or yield. The inability of
     counterparties to honor these commitments may result in either higher or
     lower replacement cost. Also, there is likely to be a change in the value
     of the securities underlying the commitments. At December 31, 1996, the
     Company had commitments to purchase investments of $17.9 million. The fair
     value of the investments at December 31, 1996 approximated $18.3 million.



                                      F-29
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

12.  Commitments and Contingent Liabilities (Continued)

     Litigation

     The Company is involved in numerous lawsuits arising, for the most part, in
     the ordinary course of its business operations. While the ultimate outcome
     of litigation against the Company cannot be determined at this time, after
     consideration of the defenses available to the Company and any related
     reserves established, it is not expected to result in liability for amounts
     material to the financial condition of the Company, although it may
     adversely affect results of operations in future periods.



                                      F-30
<PAGE>





            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Holdings, Inc.)

             Notes to Consolidated Financial Statements (Continued)

13.  Segment Information (1)

     The Company's operations are reported through two major business segments:
     Financial Services and Individual Life Insurance.

     Summarized financial information for the Company's principal operations was
     as follows:

    (Millions)                                    1996        1995        1994
- --------------------------------------------------------------------------------
Revenue:
    Financial Services                         $ 1,195.1   $ 1,211.3   $ 1,013.5
    Individual Life Insurance                      445.7       407.9       386.1
                                               ---------------------------------
      Total revenue                            $ 1,640.8   $ 1,619.2   $ 1,399.6
- --------------------------------------------------------------------------------
Income before income taxes: (2)
    Financial Services                         $   129.9   $   160.1   $   122.5
    Individual Life Insurance                       83.0       103.1        98.4
                                               ---------------------------------
     Total income before income taxes          $   212.9   $   263.2   $   220.9
- --------------------------------------------------------------------------------
Net income: (2)
    Financial Services                         $    94.3   $   113.8   $    85.5
    Individual Life Insurance                       55.9        62.1        59.8
                                               ---------------------------------
Net income                                     $   150.2   $   175.9   $   145.3
- --------------------------------------------------------------------------------

Assets under management: (3)
    Financial Services                         $27,268.1   $22,534.4   $18,122.9
    Individual Life Insurance                    2,830.5     2,590.9     2,220.5
- --------------------------------------------------------------------------------
       Total assets under management           $30,098.6   $25,125.3   $20,343.4
- --------------------------------------------------------------------------------

(1)  The 1996 results include severance and facilities charges of $30.7 million,
     after tax. Of this charge $21.5 million related to the Financial Services
     segment and $9.2 million related to the Individual Life Insurance segment.

(2)  Excludes any effect of the corporate facilities and severance charge
     recorded in 1996 which is not directly allocable to the Financial Services
     and Individual Life Insurance segments. (Refer to Note 7).

(3)  Excludes net unrealized capital gains (losses) of $366.4 million, $797.1
     million and $(386.4) million at December 31, 1996, 1995 and 1994,
     respectively.



                                      F-31
<PAGE>














Form No. SAI.79122-97                                        ALIAC ED. May 1997

<PAGE>


                           VARIABLE ANNUITY ACCOUNT B
                           PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits
     (a) Financial Statements:
         (1)      Included in Part A:
                  Condensed Financial Information
         (2)      Included in Part B:
                  Financial Statements of Variable Annuity Account B:
                  -   Statement of Assets and Liabilities as of December 31,
                      1996
                  -   Statements of Operations and Changes in Net Assets for the
                      years ended December 31, 1996 and 1995
                  -   Notes to Financial Statements
                  -   Independent Auditors' Report
                  Financial Statements of the Depositor:
                  -   Independent Auditors' Report
                  -   Consolidated Statements of Income for the years ended
                      December 31, 1996, 1995 and 1994
                  -   Consolidated Balance Sheets as of December 31, 1996 and
                      1995
                  -   Consolidated Statements of Changes in Shareholder's Equity
                      for the years ended December 31, 1996, 1995 and 1994
                  -   Consolidated Statements of Cash Flows for the years ended
                      December 31, 1996, 1995 and 1994
                  -   Notes to Consolidated Financial Statements
     (b) Exhibits
         (1)      Resolution of the Board of Directors of Aetna Life Insurance
                  and Annuity Company establishing Variable Annuity Account B(1)
         (2)      Not applicable
         (3.1)    Form of Federated Broker-Dealer Agreement (9/2/94)(2)
         (3.2)    Alternate Form of Broker-Dealer Agreement (1994)(2)
         (4.1)    Form of Aetna Growth Plus Group Variable, Fixed or Combination
                  Annuity Contract (Nonparticipating) (G-CDA-GPI(4/94))(3)
         (4.2)    Form of Aetna Growth Plus Individual Variable, Fixed or
                  Combination Annuity Contract (Nonparticipating)
                  (I-CDA-GPI(4/94))(3)
         (4.3)    Form of Certificate of Group Annuity Coverage
                  (GP1CERT(4/94))(3)
         (4.4)    Form of Variable Fixed or Combination Annuity Contract
                  (Nonparticipating) (I-GP1(5/96))
         (4.5)    Form of Group Variable, Fixed or Combination Annuity Contract
                  (Nonparticipating (G-GP1(5/96))
         (4.6)    Form of Certificate of Group Annuity Coverage (GP1CERT(5/96))
         (4.7)    Form of Endorsement (GP1END(5/97)) to Contract G-GP1(5/96)
         (4.8)    Form of Endorsement (I-GP1END(5/97)) to Contract (I-GP1(5/96))

<PAGE>

         (5.1)    Form of Application for Aetna Growth Plus Group Variable,
                  Fixed or Combination Annuity Contract (Nonparticipating)
                  (GP1APP(4/94))(3)
         (5.2)    Form of Application for Aetna Growth Plus Individual Variable,
                  Fixed or Combination Annuity Contract (Nonparticipating)
                  (I-GP1APP(4/94))(3)
         (6.1)    Certificate of Incorporation and By-Laws of Aetna Life
                  Insurance and Annuity Company(4)
         (6.2)    Amendment of Certificate of Incorporation of Aetna Life
                  Insurance and Annuity Company(5)
         (7)      Form of Reinsurance Agreement(6)
         (8)      Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Insurance Management Series and Federated
                  Advisors dated July 1, 1994(7)
         (9)      Opinion of Counsel(8)
         (10.1)   Consent of Independent Auditors
         (10.2)   Consent of Counsel
         (11)     Not applicable
         (12)     Not applicable
         (13)     Schedule for Computation of Performance Data(9)
         (14)     Not applicable
         (15.1)   Powers of Attorney(10)
         (15.2)   Authorization for Signatures(11)
         (27)     Financial Data Schedule

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

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

3.   Incorporated by reference to Registration Statement on Form N-4 (File No.
     33-79122), as filed on May 18, 1994.

4.   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.

5.   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.

6.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-80750), as filed electronically on
     August 15, 1995.

7.   Incorporated by reference to Post-Effective Amendment No. 26 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on April 16, 1997.

8.   Incorporated by Registrant's 24f-2 Notice for the fiscal year ended
     December 31, 1996, as filed electronically with the Securities and Exchange
     Commission on February 28, 1997.

9.   Incorporated by reference to Post-Effective Amendment No. 2 to Registration
     Statement on Form N-4 (File No. 33-79122), as filed on April 25, 1995.

<PAGE>

10.  Incorporated by reference to Post-Effective Amendment No. 2 to Registration
     Statement on Form S-2 (File No. 33-60477), as filed electronically on April
     4, 1997.

11.  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.

<PAGE>



Item 25. Directors and Officers of the Depositor

Name and Principal
Business Address*         Positions and Offices with Depositor
- -----------------         ------------------------------------
Daniel P. Kearney         Director and President

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

Christopher J. Burns      Director and Senior Vice President

Laura R. Estes            Director and Senior Vice President

J. Scott Fox              Director and Senior Vice President

Gail P. Johnson           Director and Vice President

John Y. Kim               Director and Senior Vice President

Shaun P. Mathews          Director and Vice President

Glen Salow                Director and Vice President

Creed R. Terry            Director and Vice President

Deborah Koltenuk          Vice President and Treasurer, Corporate Controller

Frederick D. Kelsven      Vice President and Chief Compliance Officer

Kirk P. Wickman           Vice President, General Counsel and Secretary


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

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

     Incorporated herein by reference to Item 26 of Post-Effective Amendment No.
2 to the Registration Statement on Form N-4 (File No. 33-61897), as filed
electronically on April 11, 1997.

Item 27. Number of Contract Owners
<PAGE>

     As of February 28, 1997, there were 49,006 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 officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by majority vote of a quorum of the board of
directors who were not parties to the proceeding, or if a quorum cannot be
obtained, by a committee of the board selected as described in Section
33-775(b)(2); by special legal counsel selected by the board of directors or
members thereof as described in Section 33-775(b)(3); by shareholders) that the
individual met the standard set forth in Section 33-771; or (3) the court, upon
application by the individual, determines in view of all the circumstances that
such person is reasonably entitled to be indemnified. Also, unless limited by
its Certificate of Incorporation, a corporation must indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
of his relationship as director, officer, employee or agent of the corporation.

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

Item 29. Principal Underwriter

     (a) In addition to serving as the principal underwriter and depositor for
         the Registrant, Aetna Life Insurance and Annuity Company (Aetna) also
         acts as the principal underwriter and investment adviser for Aetna
         Variable Encore Fund, Aetna Variable Fund, Aetna Series Fund, Inc.,
         Aetna Generation Portfolios, Inc., Aetna Income Shares, Aetna
         Investment Advisers Fund, Inc., Aetna GET Fund, and Aetna Variable
         Portfolios, Inc. (all 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

<PAGE>

         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.

     (c) Compensation as of December 31, 1996:

<TABLE>
<CAPTION>
         (1)                      (2)                      (3)                  (4)                  (5)

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

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

Item 30. Location of Accounts and Records

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

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

Item 31. Management Services

     Not applicable

Item 32. Undertakings

     Registrant hereby undertakes:

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

     (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

     (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) [paragraph] 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, certifies that it meets the requirements of Securities Act Rule
485(b) for effectiveness of this Post-Effective Amendment No. 7 to its
Registration Statement on Form N-4 (File No. 33-79122) and has duly caused this
Post-Effective Amendment No. 7 to its Registration Statement on Form N-4 (File
No. 33-79122) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on the 22nd day of
April, 1997.

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

             By: AETNA LIFE INSURANCE AND ANNUITY COMPANY
                     (Depositor)

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

     As required by the Securities Act of 1933, this Post-Effective Amendment
No. 7 to the Registration Statement on Form N-4 (File No. 33-79122) has been
signed by the following persons in the capacities and on the dates indicated.

Signature                Title                                      Date
- ---------                -----                                      ----
Daniel P. Kearney*       Director and President                  )
- -----------------------  (principal executive officer)           )
Daniel P. Kearney                                                )
                                                                 )
Timothy A. Holt*        Director, Senior Vice President          )
- ----------------------- and Chief Financial Officer              )
Timothy A. Holt                                                  )
                                                                 )
Christopher J. Burns*    Director                                )   April
- -----------------------                                          )   22, 1997
Christopher J. Burns                                             )
                                                                 )
Laura R. Estes*          Director                                )
- -----------------------                                          )
Laura R. Estes                                                   )
                                                                 )
J. Scott Fox*            Director                                )
- -----------------------                                          )
J. Scott Fox                                                     )


<PAGE>




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

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



                           VARIABLE ANNUITY ACCOUNT B
                                  EXHIBIT INDEX

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

99-B.3.1           Form of Federated Broker-Dealer Agreement (9/2/94)                                          *

99-B.3.2           Alternate Form of Broker-Dealer Agreement (1994)                                            *

99-B.4.1           Form of Aetna Growth Plus Group Variable, Fixed or Combination Annuity Contract             *
                   (Nonparticipating) (G-CDA-GPI(4/94))

99-B.4.2           Form of Aetna Growth Plus Individual Variable, Fixed or Combination Annuity                 *
                   Contract (Nonparticipating) (I-CDA-GPI(4/94))

99-B.4.3           Form of Certificate of Group Annuity Coverage (GP1CERT(4/94))                               *

99-B.4.4           Form of Variable Fixed or Combination Annuity Contract
                   (Nonparticipating) (I-GP1(5/96))                                                      --------------

99-B.4.5           Form of Group Variable, Fixed or Combination Annuity Contract (Nonparticipating
                   (G-GP1(5/96))                                                                         --------------

99-B.4.6           Form of Certificate of Group Annuity Coverage (GP1CERT(5/96))                         --------------

99-B.4.7           Form of Endorsement (GP1END(5/97)) to Contract G-GP1(5/96)                            --------------

99-B.4.8           Form of Endorsement (I-GP1END(5/97)) to Contract I-GP1(5/96)                          --------------

99-B.5.1           Form of Application for Aetna Growth Plus Group Variable, Fixed or Combination              *
                   Annuity Contract (Nonparticipating) (GP1APP(4/94))

99-B.5.2           Form of Application for Aetna Growth Plus Individual Variable, Fixed or Combination         *
                   Annuity Contract (Nonparticipating)
                   (I-GP1APP(4/94))

99-B.6.1           Certificate of Incorporation and By-Laws of Depositor                                       *

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


*Incorporated by reference


<PAGE>

Exhibit No.        Exhibit                                                                               Page
- -----------        -------                                                                               ----
99-B.7             Form of Reinsurance Agreement                                                               *

99-B.8             Fund Participation Agreement between Aetna Life Insurance and Annuity Company,              *
                   Insurance Management Series and Federated Advisors dated July 1, 1994

99-B.9             Opinion of Counsel                                                                          *

99-B.10.1          Consent of Independent Auditors                                                       --------------

99-B.10.2          Consent of Counsel                                                                    --------------

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

99-B.15.1          Powers of Attorney                                                                          *

99-B.15.2          Authorization for Signatures                                                                *

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

*Incorporated by reference




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

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

Individual Variable, Fixed or Combination Annuity Contract (Nonparticipating)

Aetna Life Insurance and Annuity Company (We or Us), a stock company, agrees to
pay benefits according to the terms and conditions set forth in this Contract.

Specifications
- --------------------------------------------------------------------------------
Plan
- --------------------------------------------------------------------------------
Type of Plan
- --------------------------------------------------------------------------------
Contract Holder
- --------------------------------------------------------------------------------
Contract Number
- --------------------------------------------------------------------------------
Effective Date


This Contract is delivered in and is subject to the laws and regulations of that
state.

The variable features of the Contract are described in sections 6 and 12.

Right to Cancel
- --------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 10 days by returning it to
Us at the address shown above or to the person from whom it was purchased.
Within seven (7) days of the cancellation request, We will return the amount of
Purchase Payment(s) made plus any increase, or minus any decrease, on the Amount
allocated to the Separate Account.

Signed at the Home Office on the Effective Date.


                  /s/ Dan Kearney              /s/  Susan E. Schechter
                      President                     Secretary

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

<PAGE>


Table of Contents
                                                                     Page

Right to Cancel.........................................................1

Contract Schedule.......................................................4
   Separate Account.....................................................4
   ALIAC Guaranteed Account (AG Guaranteed Account).....................4
   Separate Account and AG Account......................................4
   Fixed Annuity........................................................5

Section 1.  Definitions.................................................6

Section 2.  General Provisions..........................................7
   The Contract.........................................................7
   Nonparticipating Contract............................................8
   Misstatements and Adjustments........................................8
   Reports..............................................................8
   Premium Taxes........................................................8
   Protection of Proceeds...............................................8
   Evidence of Survival.................................................8
   Proof of Age.........................................................8
   Change of Contract...................................................8

Section 3.  Ownership...................................................8
   Contract Holder Rights...............................................8
   Transfer of Ownership................................................9

Section 4.  Beneficiary Provisions......................................9
   Beneficiary..........................................................9
   Change of Beneficiary................................................9
   Death of Beneficiary.................................................9

Section 5.  Purchase Payments...........................................9
   Purchase Payments....................................................9
   Allocation of Purchase Payments......................................9

Section 6.  Separate Account...........................................10
   General.............................................................10
   Investment Allocations to the Separate Account......................10
   Valuation of Assets.................................................10
   Accumulation Unit...................................................10
   Net Return Factor for Each Valuation Period.........................10
   Administrative Charge...............................................11
   Mortality Risk Charge...............................................11
   Expense Risk Charge.................................................11
   Mortality and Expense Guarantee.....................................11

Section 7.  AG Account.................................................11
   AG Account Guaranteed Interest Rate.................................11
   Deposit Period......................................................11
   Guaranteed Term.....................................................11
   Guaranteed Term(s) Groups...........................................12

                                       2
<PAGE>

   Maturity Date.......................................................12
   Allocation of Net Purchase Payments to the AG Account...............12
   AG Account Guaranteed Term Maturity Date and Maturity Value.........12
   Withdrawals and Transfers from the AG Account.......................12
   Reinvestment........................................................13
   AG Account Market Value Adjustment (Factor).........................13

Section 8.  Contract Value; Transfers and Withdrawals During the
            Accumulation Period........................................14
   Contract Value......................................................14
   Transfers During the Accumulation Period............................14
   Withdrawals During the Accumulation Period..........................14
   Deferred Sales Charge...............................................15
   Waiver of Deferred Sales Charge.....................................15
   Payment of Adjusted Contract Value..................................15
   Systematic Withdrawal Option (SWO)..................................15

Section 9.  Maintenance Charge.........................................16
   Maintenance Charge..................................................16

Section 10.  Proceeds Payable on Death.................................16
   Death of the Contract Holder Prior to the Annuity Date..............16
   Death Benefit Amount Prior to the Annuity Date......................16
   Death Benefit Payment Methods.......................................18
   Death of Contract Holder On or After the Annuity Date...............18
   Death of the Annuitant..............................................19

Section 11.  Delay of Payments.........................................19
   Delay of Payments...................................................19

Section 12.  Annuity Provisions........................................19
   Designation of Annuitant............................................19
   Terms of Annuity Options............................................20
   Annuity Unit........................................................21
   Annuity Unit Value..................................................21
   Annuity Net Return Factor...........................................21
   Annuity Options.....................................................22


                                       3
<PAGE>



Contract Schedule


<TABLE>
Separate Account
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>
Separate Account:                              Variable Account B

Charges to the Separate Account:               A daily charge is deducted from the assets of the Separate Account.  The deduction
                                               is the daily equivalent of the annual effective percentage shown below:


                                               (a)      During the Accumulation Period:

                                                        Administrative Charge                                    0.15%
                                                        Mortality Risk Charge                                    0.35%
                                                        Expense Risk Charge                                      0.90%
                                                        TOTAL Separate Account Charges During
                                                        Accumulation Period                                      1.40%

                                               (b)      During the Annuity Period

                                                        Administrative Charge Not To Exceed                      0.25%
                                                        Mortality Risk Charge                                    0.35%
                                                        Expense Risk Charge                                      0.90%
                                                        TOTAL Maximum Separate Account Charges
                                                        During Annuity Period                                    1.50%

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

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

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

Minimum Initial Purchase Payment:              $1,500

Minimum Subsequent Purchase Payment:           $500 or $50 per month if paid by an automatic check plan

Maximum Subsequent Purchase Payment:           $1,000,000 without home office approval

Transfers:                                     We allow an unlimited number of transfers during the Accumulation Period.  Twelve
                                               (12) transfers in any calendar year are free.  Thereafter, We reserve the right to
                                               charge a transfer charge up to $10 for each subsequent transfer.

Maintenance Charge:                            The annual maintenance charge is $30.  If the Contract Value is $50,000 or more on
                                               the date the maintenance charge is to be deducted, the maintenance charge is $0.

                                       4
<PAGE>

Deferred Sales Charge:                         For each withdrawal from the Contract Value, a deferred sales charge for each Net
                                               Purchase Payment will be determined as follows:

                                               Years from Receipt of                             Deferred
                                               Net Purchase Payment                              Sales Charge

                                                        0-1                                          7%
                                                        1-2                                          6%
                                                        2-3                                          5%
                                                        3-4                                          4%
                                                        4-5                                          3%
                                                        5-6                                          2%
                                                        6-7                                          1%
                                                        7+                                           0%

Waiver of Deferred Sales Charge:               Section 8.05 provides for the following:

                                               (c)     At least 12 months after
                                                       the date of the first
                                                       Purchase Payment in an
                                                       amount equal to or less
                                                       than 15% of the Contract
                                                       Value.

                                               (d)     For a full withdrawal
                                                       where the Contract Value
                                                       does not exceed $2,500
                                                       and no withdrawals have
                                                       been taken from the
                                                       Contract Value within the
                                                       prior 12 months.

Systematic Withdrawal Option:                  (a)     Specified Payment - Maximum Percentage:                 10%


                                               (b)     Specified Period - Minimum Period:                      10 years


                                               (c)     Specified Percentage - Maximum Percentage:              10%

Death Benefit Factor:                          4%

Death Benefit Maximum Amount:                  There is no maximum death benefit amount.

Death Benefit Maximum Age:                     85 years

Fund for Allocation of Excess Guaranteed       Federated Prime Money Fund II
Death Benefit Value:

Latest Annuity Date:                           The Contract Holder's 90th birthday.

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

Minimum Guaranteed Interest Rate               3.0%
(effective annual rate of return):
</TABLE>

                                       5
<PAGE>


Section 1.  Definitions
- --------------------------------------------------------------------------------

1.01                Accumulation Period - The period during which one or more
                    Net Purchase Payments applied to the Contract accumulate to
                    provide future Annuity payments.

1.02                Accumulation Unit - A measure of the net investment results
                    for each variable investment option during the Accumulation
                    Period. The Accumulation Units for the applicable Funds are
                    used to calculate the portion of the Contract Value
                    attributable to a Separate Account during the Accumulation
                    Period.

1.03                Adjusted Contract Value - The Contract Value, plus or minus
                    any aggregate AG Account Market Value Adjustment.

1.04                ALIAC Guaranteed Account (AG Account) - An investment option
                    where We guarantee specified rate(s) of interest for
                    specified periods of time. The AG Account is a separate
                    account established by Us in accordance with the provisions
                    of the Connecticut General Statutes Section 38a-433.
                    Contract Holders do not participate in the investment gain
                    or loss from the assets held in the AG Account. Assets in
                    the AG Account may be charged with liabilities arising out
                    of any other business We may conduct.

1.05                Annuitant - The natural person on whose life an Annuity
                    payment is based.

1.06                Annuity - A series of payments We make for life, a definite
                    period or a combination of the two.

1.07                Annuity Date - The date on which Annuity payments commence.

1.08                Annuity Options - Annuity payment methods available during
                    the Annuity Period.

1.09                Annuity Period - The period of time during which Annuity
                    payments are made.

1.10                Annuity Unit - A measure of the net investment results for
                    each variable investment option during the Annuity Period.
                    Annuity Units are used to calculate the amount of each
                    variable Annuity payment.

1.11                Beneficiary - The person(s) entitled to receive any death
                    benefit under the Contract. Upon the death of a joint
                    Contract Holder, the surviving joint Contract Holder, if
                    any, is treated as the Beneficiary. Any other Beneficiary
                    designation on record with Us at the time of death is
                    treated as a contingent Beneficiary.

1.12                Contract Holder - The person who purchases a Contract. We
                    reserve the right to limit ownership to natural persons. If
                    more than one Contract Holder owns the Contract, each
                    Contract Holder shall be a joint Contract Holder. Any joint
                    Contract Holder must be the spouse of the other joint
                    Contract Holder. Joint Contract Holders have joint ownership
                    rights and both must authorize any exercising of those
                    ownership rights unless otherwise allowed by Us. If the
                    Contract is owned by a nonnatural person, the death benefit
                    will be paid at the death of the Annuitant and a new
                    Annuitant may not be named.

                                       6
<PAGE>

1.13                Contract Value - The dollar value as of any Valuation Period
                    of all amounts accumulated in the Contract.

1.14                Contract - This agreement between the Contract Holder and
                    Us.

1.15                Dollar Cost Averaging - A program that permits the Contract
                    Holder to systematically transfer amounts from any of the
                    Funds and the one-year guaranteed term of the AG Account to
                    any of the Funds. Dollar Cost Averaging is not available if
                    the Systematic Withdrawal Option is in effect.

1.16                Effective Date - The date the Contract is issued to the
                    Contract Holder.

1.17                Fund - One of the variable investment options which may be
                    selected by a Contract Holder.

1.18                General Account - The General Account is made up of all of
                    our general assets other than those allocated to the
                    Separate Accounts.

1.19                Home Office - Our headquarters, located at 151 Farmington
                    Avenue, Hartford, CT 06156.

1.20                Market Value Adjustment - An adjustment that may apply to a
                    withdrawal made from the AG Account before the end of a
                    guaranteed term as stated in Section 7.10.

1.21                Net Purchase Payment - The Purchase Payment less premium
                    taxes, if applicable.

1.22                Purchase Payment - The gross payment accepted by Us and
                    allocated to the Contract. We reserve the right to refuse to
                    accept any Purchase Payment at any time for any reason.

1.23                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 Our other income, gains or losses. We own
                    the assets held in the Separate Account and are not a
                    trustee as to such amounts. The Separate Account generally
                    is not guaranteed and is held at market value. The name of
                    the Separate Account is shown on the Contract Schedule. The
                    assets of the Separate Account, to the extent of reserves
                    and other Contract liabilities of the Separate Account, will
                    not be charged with Our other liabilities.

1.24                Valuation Period - The period of time for which a Fund
                    determines its net asset value, usually from 4:15 p.m.
                    Eastern time each day the New York Stock Exchange is open
                    until 4:15 p.m. the next such business day, or such other
                    day that one or more of the Funds determines its net asset
                    value. The assets of the Separate Account are not chargeable
                    with the liabilities arising out of any other business We
                    may conduct.

1.25                Variable Annuity Contract - An Annuity Contract providing
                    for the accumulation of value and/or for Annuity payments
                    which vary in amount based on investment results.

Section 2.  General Provisions
- --------------------------------------------------------------------------------

2.01                The Contract - The entire Contract consists of this Contract
                    and any endorsements attached or subsequently issued.

                                       7
<PAGE>

2.02                Nonparticipating Contract - Neither the Contract Holder, nor
                    any Beneficiary have a right to share in our earnings.

2.03                Misstatements and Adjustments - If We learn that the age of
                    any Annuitant or second Annuitant is misstated, the correct
                    age will be used to adjust payments. We reserve the right to
                    request reimbursement or adjust future payments for any
                    amount overpaid. We will pay the amount of any underpayment.

2.04                Reports - We furnish each Contract Holder with a report
                    showing the Contract Value at least once each calendar year.
                    We also furnish an annual report of the Separate Account.

2.05                Premium Taxes - Any premium taxes paid to any governmental
                    entity are charged against Purchase Payments or the Contract
                    Value. We may, at our sole discretion, pay premium taxes
                    when due and deduct that amount from the Contract Value at a
                    later date. Payment at an earlier date does not waive any
                    right We may have to deduct amounts at a later date.

2.06                Protection of Proceeds - To the extent permitted by law, all
                    payments under this Contract to a Contract Holder or
                    Beneficiary shall be free from legal process and the claim
                    of any creditor.

2.07                Evidence of Survival - The Company may require satisfactory
                    evidence of the continued survival of any
                    person(s) on whose life Annuity payments are based.

2.08                Proof of Age - The Company may require evidence of age of
                    any Annuitant under Annuity Options 2 and 3 and of the
                    designated second Annuitant under Annuity Option 3.

2.09                Change of Contract - We reserve the right to change the
                    Contract, but only if a change is necessary to:

                    (a)     Make the Contract or the Separate Account comply
                            with state or federal laws or regulations; or

                    (b)     Assure the continued qualified status of the
                            Contract under the Code or other federal laws or
                            regulations governing annuity contracts; or

                    (c)     Reflect a change in the operation of the Separate
                            Account or the Funds; or

                    (d)     Provide additional funds; or

                    (e)     Withdraw Funds

                    We will notify the Contract Holder in writing 30 days before
                    any change becomes effective. When appropriate, we will
                    endorse the Contract for the change.

Section 3.  Ownership
- --------------------------------------------------------------------------------

3.01                Contract Holder Rights - The Contract Holder has all
                    interest and right to amounts held in his or her Contract.
                    The Contract Holder and any joint Contract Holder are named
                    on the Specifications page. The Contract Holder and any
                    joint Contract Holder may exercise all the rights under the
                    Contract, subject to the rights of:

                    (a)     Any assignee under an assignment filed at our home
                            office; and

                    (b)     Any irrevocably named Beneficiary.

                                       8
<PAGE>

                    Upon the death of a Contract Holder prior to the Annuity
                    Date, a spousal Beneficiary may elect to continue the
                    Contract in his or her own name and retain all ownership
                    rights and privileges or take distribution of the death
                    benefit as defined in Section 10.

3.02                Transfer of Ownership - A Contract Holder may transfer all
                    of his or her rights under the Contract. We reserve the
                    right not to accept an assignment or transfer to a
                    nonnatural person. A written request, dated and signed by
                    the Contract Holder and any joint Contract Holder, must be
                    filed at our home office. After the transfer is recorded, it
                    will take effect as of the date the request was signed. Any
                    such transfer terminates the interest of any existing
                    Contract Holder. It does not change the Beneficiary, nor
                    transfer the Beneficiary's interest. A transfer will not
                    affect any payments We may make or actions We may take
                    before such transfer has been recorded at our home office.

Section 4.  Beneficiary Provisions
- --------------------------------------------------------------------------------

4.01                Beneficiary - The Contract Holder may name a Beneficiary and
                    a contingent Beneficiary. At the death of the Contract
                    Holder prior to the Annuity Date, the Beneficiary(ies) named
                    in our records will receive a death benefit as stated in
                    Section 10. Upon the death of either joint Contract Holder
                    prior to the Annuity Date, the surviving joint Contract
                    Holder, if any, will be treated as the designated
                    Beneficiary and any other Beneficiary designation on record
                    with Us at the time of death is treated as a contingent
                    Beneficiary. If the Contract Holder is a nonnatural person,
                    the death benefit will be paid at the death of the
                    Annuitant.

4.02                Change of Beneficiary - The Contract Holder may change the
                    Beneficiary. A written request, dated and signed by the
                    Contract Holder, must be filed at our home office. If there
                    are joint Contract Holders, both must sign the request.
                    After the change is recorded, it will take effect as of the
                    date the request was signed. If the request reaches our home
                    office and is recorded after the Contract Holder dies, but
                    before any payment is made, the change is valid.

4.03                Death of Beneficiary - If all of the Beneficiaries and
                    contingent Beneficiaries die prior to the Contract Holder's
                    death, We pay the death benefit in one sum to the Contract
                    Holder's estate. If the Contract Holder is a nonnatural
                    person, and all of the Beneficiaries and contingent
                    Beneficiaries die prior to the Annuitant's death, We will
                    pay the death benefit in one sum to the Contract Holder.

Section 5.  Purchase Payments
- --------------------------------------------------------------------------------

5.01                Purchase Payments - Subject to the maximum and minimum shown
                    on the Contract Schedule, the Contract Holder may determine
                    the amount and frequency of Purchase Payments. We reserve
                    the right not to accept any Purchase Payment. We will
                    declare from time to time the acceptability of additional
                    Purchase Payments.

5.02                Allocation of Purchase Payments - The Contract Holder may
                    elect to have each Net Purchase Payment accumulate:

                    (a)     On a variable basis invested in shares of one or
                            more Funds in which the Separate Account invests;

                    (b)     For guaranteed terms offered in the current deposit
                            period(s) under the AG Account; or

                    (c)     In a combination of any of the available investment
                            options.

                                       9
<PAGE>

                    Net Purchase Payments must be allocated in whole
                    percentages. For subsequent Purchase Payments, if no
                    allocation instructions are received with the Purchase
                    Payment, the allocation will be as indicated in the most
                    recent directive from the Contract Holder. If the same
                    guaranteed term(s) are not available, the next shortest will
                    be used. If no shorter guaranteed term is available, the
                    next longer guaranteed term will be used.

Section 6.  Separate Account
- --------------------------------------------------------------------------------

6.01                General - The assets of the Separate Account, equal to the
                    reserves and other Contract liabilities that depend on the
                    investment performance of the Separate Account are not
                    chargeable with liabilities arising out of any other
                    business We may conduct. Income, gains or losses of the
                    Separate Account, realized or unrealized, are credited to or
                    charged against the assets of the Separate Account without
                    regard to Our other income, gains or losses.

6.02                Investment Allocations to the Separate Account - 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, We may cease to make
                    such Fund shares available for investment under the Contract
                    prospectively, or We may substitute shares of another Fund
                    for shares already acquired. We may also, from time to time,
                    add additional Funds. Any elimination, substitution or
                    addition of Funds will be done in accordance with applicable
                    state and federal securities laws. We reserve the right to
                    substitute shares of another Fund for shares already
                    acquired without a proxy vote.

6.03                Valuation of Assets - The shares of the Funds will be valued
                    at their net asset value at the end of each Valuation
                    Period.

6.04                Accumulation Unit - A Net Purchase Payment that is allocated
                    to one or more Funds is credited to the Contract as
                    Accumulation Units. The number of Accumulation Units
                    credited is determined by dividing the applicable portion of
                    the Net Purchase Payment by the Accumulation Unit value for
                    the appropriate Fund. The Accumulation Unit value used is
                    that which is computed for the next Valuation Period after
                    which the Purchase Payment is received at our home office.
                    Accumulation Units attributable to the initial Purchase
                    Payments will be credited within two business days of
                    acceptance.

                    Accumulation Unit values may increase or decrease from
                    Valuation Period to Valuation Period.

6.05                Net Return Factor for Each Valuation Period - The value of
                    an Accumulation Unit for any Valuation Period is calculated
                    by multiplying the Accumulation Unit value for the
                    immediately preceding Valuation Period by the net return
                    factor of the appropriate Fund for the current period.

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

                    The net return rate equals:

                    (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

                                       10
<PAGE>

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

                    (d)     The total value of the Funds(s) Accumulation Units
                            and Fund(s) Annuity Units of the Separate Account at
                            the start of the Valuation Period; minus

                    (e)     A daily actuarial charge as shown on the Contract
                            Schedule for Annuity mortality and expense risks and
                            profit and a daily administrative charge.

                    The net return rate may be more or less than zero (0)
                    percent.

                    The value of a share of the Fund is equal to the net assets
                    of the Fund divided by the number of shares outstanding.

6.06                Administrative Charge - We deduct an administrative charge
                    equal, on an annual basis, to the amount shown on the
                    Contract Schedule.

6.07                Mortality Risk Charge - We deduct a mortality risk charge
                    equal, on an annual basis, to the amount shown on the
                    Contract Schedule.

6.08                Expense Risk Charge - We deduct an expense risk charge
                    equal, on an annual basis, to the amount shown on the
                    Contract Schedule.

6.09                Mortality and Expense Guarantee - We guarantee that the
                    dollar amount of each Annuity payment after the first will
                    not be affected by variations in mortality or expense
                    experience.

Section 7.  AG Account
- --------------------------------------------------------------------------------

7.01                AG Account Guaranteed Interest Rate - All amounts allocated
                    to the AG Account earn a rate of interest that is guaranteed
                    for a specified period of time. The rate will be credited
                    daily and will never be less than the minimum guaranteed
                    interest rate shown on the Contract Schedule. We determine
                    the rate and it is not based on investment experience.

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

7.02                Deposit Period - A calendar week, a calendar month, a
                    calendar quarter, or any other period of time We specify
                    during which Net Purchase Payment(s), transfers and
                    reinvestments are accepted into the AG Account for one or
                    more guaranteed terms. We reserve the right to extend the
                    deposit period.

7.03                Guaranteed Term - The period of time for which AG Account
                    guaranteed interest rates are guaranteed on Net Purchase
                    Payments. Transfers and reinvestments are 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,
                    if any, are offered at our discretion for various lengths of
                    time ranging up to and including ten years.

                    During a deposit period, We 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.

                                       11
<PAGE>

7.04                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.

7.05                Maturity Date - The last day of a guaranteed term.

7.06                Allocation of Net Purchase Payments to the AG Account - When
                    the Contract Holder wishes to allocate all or any portion of
                    a Net Purchase Payment to the Guaranteed Account, he or she
                    must tell Us the percentage to apply to one or more of the
                    AG Account guaranteed term(s) available during the current
                    deposit period. If no allocation instructions are received,
                    a Net Purchase Payment is allocated as indicated in the most
                    recent directive from the Contract Holder. If the same
                    guaranteed term is not available for any amount allocated to
                    the AG Account, We will allocate the amount to the next
                    shortest guaranteed term available. If no shorter guaranteed
                    term is available, We will allocate it to the next longest
                    guaranteed term.

7.07                AG Account Guaranteed Term Maturity Date and Maturity Value
                    - On the maturity date, the value of the total of all
                    amounts allocated to that guaranteed term is called the
                    maturity value.

                    When the Contract Holder has assets in the AG Account, at
                    least eighteen (18) days before a maturity date, We notify
                    him or her of the:

                    (a)     Projected maturity value; and

                    (b)     Guaranteed terms and the applicable guaranteed
                            interest rates available during the current deposit
                            period.

                    When no allocation instructions are received and the assets
                    in a guaranteed term have been reinvested by Us in another
                    guaranteed term on the maturity date, the Contract Holder
                    may transfer or withdraw, during the month following the
                    maturity date, the reinvested amount with interest earned
                    (as of the date the request is received at our home office)
                    without incurring a Market Value Adjustment. This
                    transaction is allowed only once for each maturity date,
                    regardless of whether the transfer or withdrawal is partial
                    or full.

7.08                Withdrawals and Transfers from the AG Account - When the
                    Contract Holder requests a withdrawal or transfer from the
                    AG Account, if instructions are not provided by the Contract
                    Holder, amounts are withdrawn on a pro rata basis from the
                    guaranteed term(s) groups in which the Contract is currently
                    invested. Within a guaranteed term group, the amount to be
                    withdrawn will be withdrawn first from the oldest deposit
                    period. Withdrawals or transfers from an AG Account
                    guaranteed term before the maturity date are subject to a
                    Market Value Adjustment, except for:

                    (a)     A one month period following the maturity date
                            described in 7.07;

                    (b)     Transfers under the Dollar Cost Averaging program;
                            and

                    (c)     Withdrawals under the Systematic Withdrawal Option
                            described in Section 8.07.

                    Only a positive Market Value Adjustment will apply to
                    amounts transferred from the AG Account when the Contract
                    Holder elects Annuity Option 2 or 3.

                                       12
<PAGE>

7.09                Reinvestment - We will mail a notice to the Contract Holder
                    before a guaranteed term's maturity date. This notice will
                    contain the guaranteed terms available during the current
                    deposit periods with their guaranteed interest rate(s) and
                    projected maturity value. If no specific direction is given
                    by the Contract Holder prior to the maturity date, each
                    maturity 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. We will mail a
                    confirmation statement to the Contract Holder after the
                    maturity date. This notice will state the guaranteed term
                    and guaranteed interest rate(s) which will apply to the
                    reinvested matured term value.

7.10                AG Account Market Value Adjustment (Factor) - The Market
                    Value Adjustment factor (MVA factor) reflects any change in
                    interest rates from the time assets are allocated to the AG
                    Account to the time they are transferred or withdrawn.
                    Except as noted in Sections 7.09, 10.02 and 12.01, an MVA
                    factor is applied to any amount withdrawn or transferred
                    from the AG Account before the end of a guaranteed term.

                    The amount withdrawn from the AG Account is multiplied by
                    the MVA factor which is calculated as follows:

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

                    Determination of MVA factor parameters:

                    A yield is computed at the close of the last business day of
                    each week of the deposit period. The yield will equal the
                    average of the yields on U.S. Treasury Notes which matured
                    during the last three months of the applicable guaranteed
                    term.

                    The deposit period yield is the average of those yields for
                    the deposit period. If withdrawal is made prior to 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.

                    If no U.S. Treasury Notes matured during the last three
                    months of the guaranteed term, We reserve the right to use
                    the average of the yields on U.S. Treasury Notes that mature
                    during a following quarter.

                                       13
<PAGE>

Section 8.  Contract Value; Transfers and Withdrawals During the Accumulation
            Period
- --------------------------------------------------------------------------------

8.01                Contract Value - The value of the Contract is determined by
                    adding the value of the total of Accumulation Units
                    attributed to the selected Fund(s) to the value of any
                    amounts attributed to the AG Account.

8.02                Transfers During the Accumulation Period - Before the
                    Annuity Date, the Contract Holder may transfer from any Fund
                    or guaranteed term of the AG Account to:

                    (a)     Any other Fund; or

                    (b)     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. We may establish a minimum transfer amount.
                    Within a guaranteed term group, the amount transferred is
                    withdrawn first from the oldest deposit period, then from
                    the next oldest, and so on until the amount requested is
                    satisfied.

                    The Contract Holder may make an unlimited number of
                    transfers during the Accumulation Period. The number of free
                    transfers allowed is shown on the Contract Schedule.
                    Transfers in excess of that number may be subject to the
                    transfer charge shown on the Contract Schedule. Transfers
                    under the Dollar Cost Averaging program do not count toward
                    the annual limit. Transfers of a matured term value from the
                    AG Account on or within one calendar month after a
                    guaranteed term's maturity date do not count against the
                    annual transfer limit.

                    Amounts applied to guaranteed terms of the AG Account may
                    not be transferred to the Funds or to another guaranteed
                    term during the deposit period or for 90 days after the
                    close of the deposit period except for (1) matured term
                    value(s) during the calendar month following the guaranteed
                    term's maturity date; (2) amounts applied to an annuity
                    option; (3) transfers from the one-year guaranteed term
                    under the Dollar Cost Averaging program; and (4) amounts
                    distributed under the Systematic Withdrawal Option.

                    Except as noted in Section 7.09, 10.02 and 12.01, transfers
                    from guaranteed terms of the AG Account before the Maturity
                    Date are subject to a Market Value Adjustment.

8.03                Withdrawals During the Accumulation Period - The Contract
                    Holder may withdraw all or a portion of the Contract Value
                    during the Accumulation Period by properly completing a
                    withdrawal request form. Withdrawal requests can be
                    submitted as a percentage or as a specific dollar amount.
                    Net Purchase Payment amounts are withdrawn first, and then
                    the excess value, if any. For any partial withdrawal, if
                    instructions are not provided by the Contract Holder,
                    amounts are withdrawn on a pro rata basis from the Fund(s),
                    and/or the guaranteed term(s) groups in which the Contract
                    is currently invested. Within a guaranteed term group, the
                    amount to be withdrawn 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 charge, if applicable,
                    the withdrawn amount shall be reduced by the applicable
                    deferred sales charge and any applicable premium taxes.

                                       14
<PAGE>

8.04                Deferred Sales Charge - The deferred sales charge only
                    applies to the portion of the amount withdrawn attributable
                    to Net Purchase Payment(s) and varies according to the
                    elapsed time since receipt of the Purchase Payment. The
                    deferred sales charge is shown on the Contract Schedule.

8.05                Waiver of Deferred Sales Charge - No deferred sales charge
                    is deducted when the Contract Value is paid:

                    (a)     To a Beneficiary as a death benefit, except for
                            Purchase Payments made by a surviving joint Contract
                            Holder as described in Section 10.02(b);

                    (b)     As a premium for an Annuity Option;

                    (c)     At least the number of months, as shown on the
                            Contract Schedule, after the date of the first
                            Purchase Payment and in an amount equal to or less
                            than the percentage of the Contract Value as shown
                            on the Contract Schedule. This applies to the first
                            withdrawal request, partial or full, in a calendar
                            year. The Contract Value is calculated as of the
                            date the withdrawal request is received in good
                            order at our home office. This Waiver is not
                            available to the Contract Holder while a SWO is in
                            effect;

                    (d)     For a full withdrawal where the Contract Value does
                            not exceed the amount shown on the Contract Schedule
                            and no withdrawals have been taken from the Contract
                            within the prior 12 months;

                    (e)     For a distribution made by Us under Section 8.06; or

                    (f)     For a distribution which is part of a SWO under
                            Section 8.07.

                    We reserve the right to allow the proceeds of a total
                    withdrawal to be reinstated under the terms and conditions
                    as established by Us from time to time.

8.06                Payment of Adjusted Contract Value - Upon 90 day's written
                    notice to the Contract Holder, We will terminate any
                    Contract if the Contract Value becomes less than $1,500
                    immediately following any partial withdrawal. We do not
                    intend to exercise this right in cases where the Contract
                    Value is reduced to $1,500 or less solely due to investment
                    performance. When We make a distribution pursuant to this
                    provision, the deferred sales charge will not be deducted.

8.07                Systematic Withdrawal Option (SWO) - We will allow the
                    Contract Holder to establish a schedule of withdrawals to be
                    made automatically from the Contract Value. All distributed
                    amounts will be withdrawn on a pro rata basis from the
                    Fund(s) and/or the guaranteed term(s) groups of the AG
                    Account in which the Contract is invested.

                    The Contract Holder must elect one of the following SWO
                    methods:

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

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

                                       15
<PAGE>

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

                    SWO payments will cease at the Contract Holder's death (or
                    if the Contract Holder is a nonnatural person, at the death
                    of the Annuitant). A beneficiary may elect to continue SWO
                    as provided in Section 10.01.

                    In our discretion, We may require a minimum initial Contract
                    Value for election of this option. SWO may be elected by
                    submitting a completed and signed election form to Us. Once
                    elected, this option may be revoked by submitting a written
                    request to Us. SWO may be elected only once by the Contract
                    Holder or by a spousal Beneficiary.

                    The Contract Holder should consult his or her tax adviser
                    prior to requesting this distribution option. We are not
                    responsible for any adverse tax consequences due to the
                    Contract Holder receiving SWO payments. A ten (10) percent
                    penalty tax may apply to distributions to a Contract Holder
                    who has not reached age 59-1/2. Upon death of the Contract
                    Holder, any payments will be made under the terms of Section
                    10.

                    Dollar Cost Averaging is not available to Contract Holders
                    who have elected SWO.

Section 9.  Maintenance Charge
- --------------------------------------------------------------------------------

9.01                Maintenance Charge - We will deduct an annual maintenance
                    charge as shown in the Contract Schedule from the Contract
                    during the Accumulation Period. We will deduct the
                    maintenance charge on the anniversary of the Effective Date
                    of the Contract. This maintenance charge is also deducted
                    upon withdrawal of the entire Adjusted Contract Value. The
                    maintenance charge is deducted proportionately from each
                    investment option used.

Section 10.  Proceeds Payable on Death
- --------------------------------------------------------------------------------

10.01               Death of the Contract Holder Prior to the Annuity Date - In
                    the event of the death of the Contract Holder or a joint
                    Contract Holder prior to the Annuity Date, a death benefit
                    is payable to the Beneficiary(ies) designated by the
                    Contract Holder. Upon the death of a joint Contract Holder,
                    the surviving joint Contract Holder, if any, will be treated
                    as the designated Beneficiary. Any other Beneficiary
                    designation on record with Us at the time of death will be
                    treated as a contingent Beneficiary. If the Contract Holder
                    is a nonnatural person, the death benefit will be payable to
                    the Beneficiary(ies) at the death of the Annuitant.

                    A Beneficiary may request We pay the death benefit under one
                    of the methods described in Section 10.03. If the
                    Beneficiary is the spouse of the Contract Holder, or the
                    spouse of the Annuitant if the Contract Holder is a
                    nonnatural person, he or she may elect to continue the
                    Contract in his or her own name and exercise all the
                    Contract Holder rights under the Contract.

10.02               Death Benefit Amount Prior to the Annuity Date -

                                       16
<PAGE>

                    (a)     Except as set forth below, the amount of the
                            guaranteed death benefit value is equal to the
                            greater of:

                            (i)   The Contract Value at the end of the Valuation
                                  Period during which We receive at our home
                                  office due proof of death and election of the
                                  type of payment to be made; or

                            (ii)  The death benefit determined as of the
                                  Valuation Period corresponding to the date of
                                  death.

                                  Until the first Effective Date anniversary,
                                  the death benefit is equal to the Purchase
                                  Payments made by the Contract Holder prior to
                                  the Effective Date anniversary less any
                                  withdrawals and any amounts applied to an
                                  Annuity Option.

                                  For each Contract year thereafter, the death
                                  benefit during the Contract year equals the
                                  death benefit at the beginning of the Contract
                                  year plus Purchase Payments made during the
                                  year less any withdrawals and any amounts
                                  applied to an Annuity Option.

                                  On each Effective Date anniversary, the death
                                  benefit is determined as follows:

                                  (A)    The death benefit on the previous
                                         Effective Date anniversary increased by
                                         the death benefit factor shown on the
                                         Contract Schedule; plus

                                  (B)    Purchase Payments made by the Contract
                                         Holder during the Contract year
                                         increased by the death benefit factor
                                         shown on the Contract Schedule for the
                                         portion of the year since the Purchase
                                         Payment was made; less

                                  (C)    Any withdrawals or amounts applied to
                                         an Annuity Option during the Contract
                                         year increased by the death benefit
                                         factor shown on the Contract Schedule
                                         for the portion of the Contract year
                                         since the withdrawal or election of
                                         Annuity option; or

                            (iii)  The Contract Value on the most recent seventh
                                   year anniversary of the Effective Date plus
                                   any Purchase Payments made after such
                                   Effective Date anniversary less any
                                   withdrawals and any amounts applied to an
                                   Annuity Option.

                    Notwithstanding the foregoing, the death benefit under (ii)
                    or (iii) will not exceed the death benefit maximum amount
                    shown on the Contract Schedule.

                    The death benefit calculation described in (ii) and (iii)
                    above, applies until the Contract Holder reaches the death
                    benefit maximum age shown on the Contract Schedule. If the
                    Contract Holder is a nonnatural person, death provisions
                    will be based on the age of the Annuitant. Thereafter, the
                    death benefit is only adjusted for Purchase Payments,
                    withdrawals and amounts applied to Annuity Options. If the
                    Contract Holder reaches the death benefit maximum age shown
                    on the Contract Schedule prior to the seventh anniversary of
                    the Effective Date, the death benefit will be the greater of
                    (i) or (ii) above.

                    The excess, if any, of the guaranteed death benefit value
                    over the Contract Value is determined when we receive at our
                    home office due proof of death and allocated to the Fund
                    shown on the Contract Schedule. The Contract Value plus any
                    excess amount deposited becomes the Contract Value.

                                       17
<PAGE>

                    (b)     In the case of a spousal Beneficiary who continued
                            the Contract in his or her own name, the death
                            benefit shall be equal to the Adjusted Contract
                            Value less any applicable deferred sales charge on
                            any Purchase Payment made after We have received at
                            our home office due proof of death of the joint
                            Contract Holder (or Annuitant, if applicable).

                    When the Beneficiary withdraws or transfers all or any
                    portion of the death benefit in the AG Account within six
                    months after the date of death, the amount withdrawn or
                    transferred from the AG Account will be the greater of:

                    (1)     The aggregate Market Value Adjustment amount (the
                            amount resulting from the application of relevant
                            Market Value Adjustment factors); or

                    (2)     The applicable portion of the Contract Value in the
                            AG Account.

                    After the six-month period, when the Beneficiary withdraws
                    or transfers all or any portion of the death benefit in the
                    AG Account, the amount will be equal to the aggregate Market
                    Value Adjustment amount. Only a positive market value
                    adjustment will apply, however, to amounts transferred from
                    the AG Account when the Beneficiary elects Annuity Option 2
                    or 3.

                    At the death of a spousal Beneficiary who continued the
                    Contract in his or her own name, when the Beneficiary
                    withdraws or transfers all or any portion of the death
                    benefit in the AG Account, the amount will be equal to the
                    Aggregate Market Value Adjustment amount.

10.03               Death Benefit Payment Methods - A non-spousal Beneficiary
                    must elect the death benefit to be paid under one of the
                    following methods in the event of the death of the Contract
                    Holder prior to the Annuity Date:

                    Method 1 - Lump sum payment of the death benefit; or

                    Method 2 - The payment of the entire death benefit within
                    five years of the date of the Contract Holder's death; or

                    Method 3 - Payment of the death benefit over the lifetime of
                    the designated Beneficiary or over a period not extending
                    beyond the life expectancy of the designated Beneficiary
                    with distribution beginning within one year of the date of
                    death of the Contract Holder.

                    Any portion of the death benefit not applied under Method 3
                    within one year of the date of Contract Holder's death, or
                    the death of the Annuitant if the Contract Holder is a
                    nonnatural person, must be distributed within five years of
                    the date of death.

                    A spousal Beneficiary may elect to continue the Contract in
                    his or her name, elect a lump sum payment of the death
                    benefit, or apply the Adjusted Contract Value to an Annuity
                    Option.

10.04               Death of Contract Holder On or After the Annuity Date - If
                    the Contract Holder who is not the Annuitant, dies on or
                    after the Annuity Date, the remaining payments under the
                    Annuity Option elected will be made to the Beneficiary at
                    least as rapidly as under the method of distribution in
                    effect at the Contract Holder's death.

                                       18
<PAGE>

10.05               Death of the Annuitant - If the Annuitant, who is not a
                    Contract Holder, dies on or before the Annuity Date, a new
                    Annuitant may be named. If no Annuitant is named, the
                    Contract Holder will be the Annuitant. If the Contract
                    Holder is a nonnatural person, the death benefit will be
                    paid at the death of the Annuitant and no new Annuitant may
                    be named. If the Annuitant dies after the Annuity Date, the
                    death benefit, if any, will be payable to the Beneficiary as
                    specified in the Annuity Option elected. We will require
                    proof of the Annuitant's death. Death benefits will be paid
                    at least as rapidly as under the method of distribution in
                    effect at the Annuitant's death.

Section 11.  Delay of Payments
- --------------------------------------------------------------------------------

11.01               Delay of Payments - We will make any payments under this
                    Contract within seven days after a request is received in
                    good order. We reserve the right to suspend or postpone any
                    type of payment from the Separate Account for any period
                    when:

                    (a)     The New York Stock Exchange is closed for other than
                            customary weekend and holiday closings;

                    (b)     Trading on the Exchange is restricted;

                    (c)     An emergency exists as a result of which it is not
                            reasonably practicable to dispose of securities held
                            in the Separate Account or determine their value; or

                    (d)     The Securities and Exchange Commission so permits
                            delay for the protection of security holders.

                    The applicable rules of the Securities and Exchange
                    Commission will govern as to whether the conditions in (b)
                    or (c) exist.

                    We also reserve the right to delay any type of payment from
                    the AG Account for up to six months.

Section 12.  Annuity Provisions
- --------------------------------------------------------------------------------

12.01               Designation of Annuitant - The Contract Holder and the
                    Annuitant need not be the same person. The Contract Holder
                    names the Annuitant and during the Accumulation Period, may
                    change the designated Annuitant. We change the Annuitant
                    when We receive a written request in good order at our home
                    office. We will not change the Annuitant when Annuity
                    payments have commenced.

                    The Contract Holder elects an Annuity Option by telling Us
                    to use all or any portion of the Contract Value (minus any
                    applicable premium taxes if not previously deducted) to
                    purchase Annuity payments under an Annuity Option. If the
                    Contract Holder elects Annuity Option 1, the amount applied
                    to purchase Annuity payments will be equal to the Adjusted
                    Contract Value. If the Contract Holder elects Annuity Option
                    2 or 3, the amount applied to purchase Annuity payments will
                    be the greater of:

                    (1)     The Adjusted Contract Value; or

                    (2)     The Contract Value.

                    When an Annuity option is chosen the Contract Holder must
                    designate a:

                                       19
<PAGE>

                    (a)     Fixed Annuity using the General Account;

                    (b)     Variable Annuity using any of the Funds available
                            during the Annuity Period; or

                    (c)     Combination of (a) and (b).

                    If a fixed Annuity is chosen, We will calculate the amount
                    using an interest assumption no less than the percentage
                    specified on the Contract Schedule. We may calculate the
                    amount using a higher interest rate.

                    If a variable Annuity is chosen, an Assumed Annual Net
                    Return Rate of 5% may be chosen. If not chosen, We will use
                    an Assumed Annual Net Return Rate of 3.5%

                    Payments are made on a monthly basis to the Contract Holder
                    unless the Contract Holder requests a different mode of
                    payment.

                    Once elected, an Annuity Option may not be revoked, except
                    for Option 1 when elected on a variable basis.

12.02               Terms of Annuity Options - The minimum first payment amount
                    must be at least $50 per month and at least $250 per year.

                    If the Contract Holder elects a fixed Annuity and We
                    determine that the Contract Holder would receive larger
                    payments by applying the Contract Value, reduced by the
                    deferred sales charge, to a single premium immediate Annuity
                    currently offered by Us, We will make the larger payments.

                    We determine the first payment of a variable Annuity, or the
                    payment amount of a fixed Annuity, using the Annuitant's
                    (and second Annuitant's if applicable) adjusted age which We
                    calculate as follows:

                    (a)     If Annuity payments begin any time between July 1,
                            1992 and December 31, 1999, the adjusted age is the
                            Annuitant's age as of the birthday closest in time
                            to the Annuity Date reduced by one (1) year.

                    (b)     If the Annuity begins any time between January 1,
                            2000 and December 31, 2009, the adjusted age is the
                            Annuitant's age as of the birthday closest in time
                            to the Annuity Date reduced by two (2) years.

                    (c)     For each succeeding decade, the adjusted age is the
                            Annuitant's age as determined in (b), reduced by one
                            additional year.

                    The Annuity rates for Options 2 and 3 are based on mortality
                    from 1983 Table A.

                    Assumed Annual Net Return Rate is the interest rate used to
                    determine the amount of the first Annuity payment under a
                    variable Annuity. 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.

                    The Contract Holder must give written notice to Us at least
                    30 days before the Annuity payments begin, electing or
                    changing:

                                       20
<PAGE>

                    (a)     The date on which Annuity payments are to begin;

                    (b)     The Annuity Option;

                    (c)     Whether the payments are to be made monthly,
                            quarterly, semiannually or annually;

                    (d)     The investment options used to provide Annuity
                            payments.

                    The first Annuity payment may not be earlier than one (1)
                    calendar year after the initial Purchase Payment, nor later
                    than the later of the:

                    (a)     First day of the month following the Annuitant's
                            birthday shown on the Contract Schedule; or

                    (b)     Tenth anniversary of the last Purchase Payment. In
                            lieu of the election of an Annuity, the Contract
                            Holder may request a lump sum payment.

12.03               Annuity Unit - The number of Annuity Units per Fund is based
                    on the amount of the first variable Annuity payment which is
                    equal to:

                    (a)     The portion of the Contract Value (minus any premium
                            taxes) applied to pay a variable Annuity; divided
                            by,

                    (b)     1000; multiplied by,

                    (c)     The payment rate for the Annuity Option chosen.

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

12.04               Annuity Unit Value - For any Valuation Period, a Fund's
                    Annuity Unit value is equal to:

                    (a)     The value for the previous Valuation Period;
                            multiplied by,

                    (b)     The Annuity Net Return Factor for the Valuation
                            Period; multiplied by,

                    (c)     A daily factor to reflect the Assumed Annual Net
                            Return Rate (the factor for 3.5% per year is
                            .9999058; for 5% per year it is .9998663).

                    The dollar value of a Fund(s) Annuity Unit values and
                    payments may go up or down due to investment gain or loss.

12.05               Annuity Net Return Factor - The Annuity net return factor is
                    used to compute all Separate Account Annuity payments for
                    any Fund.

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

                                       21
<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(s) Accumulation Units
                            and Fund(s) Annuity Units of the Separate Account at
                            the start of the Valuation Period; minus,

                    (e)     A daily actuarial charge as shown of the Contract
                            Schedule for Annuity mortality and expense risks and
                            profit and a daily administrative charge which will
                            not exceed the administrative charge as shown on the
                            Contract Schedule.

                    The net return rate may be more or less than zero (0)
                    percent,

                    The value of a share of the Fund is equal to the net assets
                    of the Fund divided by the number of shares outstanding.

12.06               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 Annuity Option are made under a
                    variable Annuity, the present value of any remaining
                    payments may be withdrawn at any time. 

                    Option 2 - Life Income - An Annuity will be paid for the
                    life of the Annuitant. If also chosen, We 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 Annuity Option is
                    chosen, a choice must be made of:

                    (a)     100% of the payment to continue after the first
                            death;

                    (b)     66-2/3% of the payment to continue after the first
                            death;

                    (c)     50% of the payment to continue after the first
                            death;

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

                    (e)     100% of the payment to continue at the death of the
                            second Annuitant and 50% of the payment to continue
                            at the death of the Annuitant.

                    We may make other options available as allowed by law.

                                       22
<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%

<TABLE>
<CAPTION>
- --------------------- -------------------- -------------------- -------------------- --------------------- --------------------
       Years            Guaranteed Rate      Monthly Payment     Quarterly Payment   Semi-Annual Payment     Annual Payment
- --------------------- -------------------- -------------------- -------------------- --------------------- --------------------

         <S>                 <C>                 <C>                  <C>                 <C>                   <C>
         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
- --------------------- -------------------- -------------------- -------------------- --------------------- --------------------
</TABLE>

                                       23
<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.

                                       24
<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               Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
    Annuitant        Annuitant
- ------------------------------------------------------------------------------------------------------------------------------------
        <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.

                                       25
<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            Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
    Annuitant           Annuitant
- ------------------------------------------------------------------------------------------------------------------------------------
        <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.

                                       26
<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%

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
       Years            Guaranteed Rate      Monthly Payment     Quarterly Payment   Semi-Annual Payment     Annual Payment
- ------------------------------------------------------------------------------------------------------------------------------------

         <S>                <C>                   <C>                  <C>                 <C>                   <C>
         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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       27
<PAGE>



                                    OPTION 1

                      Payments for a Stated Period of Time

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

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
       Years            Guaranteed Rate      Monthly Payment     Quarterly Payment   Semi-Annual Payment     Annual Payment
- ------------------------------------------------------------------------------------------------------------------------------------

         <S>                <C>                   <C>                  <C>                 <C>                   <C>
         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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       28
<PAGE>



                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

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

      <S>          <C>        <C>          <C>          <C>         <C>          <C>        <C>          <C>         <C>      <C>
      50           $4.56      $4.20        $4.55        $4.19       $4.51        $4.18      $4.45        $4.15       $4.36    $4.11
      51            4.64       4.26         4.62         4.25        4.58         4.24       4.51         4.21        4.42     4.16
      52            4.72       4.32         4.70         4.32        4.66         4.30       4.58         4.26        4.48     4.21
      53            4.80       4.39         4.79         4.38        4.74         4.36       4.65         4.32        4.53     4.27
      54            4.89       4.46         4.87         4.46        4.82         4.43       4.73         4.39        4.59     4.32

      55            4.99       4.54         4.97         4.53        4.91         4.50       4.80         4.46        4.65     4.38
      56            5.09       4.62         5.07         4.61        5.00         4.58       4.88         4.53        4.72     4.44
      57            5.20       4.71         5.17         4.70        5.10         4.66       4.96         4.60        4.78     4.50
      58            5.32       4.80         5.29         4.79        5.20         4.75       5.05         4.68        4.84     4.57
      59            5.44       4.90         5.41         4.88        5.31         4.84       5.14         4.76        4.91     4.63

      60            5.57       5.00         5.53         4.99        5.42         4.93       5.23         4.84        4.97     4.70
      61            5.71       5.11         5.67         5.09        5.54         5.03       5.32         4.93        5.03     4.77
      62            5.86       5.23         5.81         5.21        5.66         5.14       5.42         5.02        5.09     4.84
      63            6.02       5.36         5.97         5.33        5.79         5.25       5.51         5.11        5.16     4.91
      64            6.20       5.49         6.13         5.46        5.93         5.37       5.61         5.21        5.21     4.98

      65            6.38       5.64         6.31         5.60        6.07         5.49       5.71         5.31        5.27     5.05
      66            6.58       5.79         6.49         5.75        6.22         5.63       5.81         5.41        5.32     5.12
      67            6.79       5.95         6.69         5.91        6.38         5.76       5.91         5.52        5.38     5.18
      68            7.02       6.13         6.89         6.08        6.53         5.91       6.01         5.63        5.42     5.25
      69            7.26       6.32         7.11         6.26        6.70         6.06       6.11         5.74        5.47     5.31

      70            7.52       6.53         7.35         6.45        6.86         6.23       6.20         5.85        5.51     5.37
      71            7.80       6.75         7.59         6.66        7.03         6.39       6.29         5.96        5.54     5.42
      72            8.09       6.99         7.85         6.89        7.21         6.57       6.38         6.07        5.57     5.47
      73            8.41       7.26         8.12         7.13        7.38         6.75       6.46         6.17        5.60     5.51
      74            8.75       7.54         8.41         7.39        7.55         6.94       6.53         6.28        5.63     5.55

      75            9.12       7.85         8.71         7.66        7.73         7.13       6.61         6.38        5.65     5.59
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       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 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.

                                       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 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.

                                       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 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.

                                       32
<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.

                                       33
<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.

                                       34
<PAGE>

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


           Individual Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating


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

                                    35



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

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

Group Variable, Fixed or Combination Annuity Contract (Nonparticipating)

Aetna Life Insurance and Annuity Company (We or Us), a stock company, agrees to
pay benefits according to the terms and conditions set forth in this Contract.

Specifications
- --------------------------------------------------------------------------------
Plan
SPECIMEN
- --------------------------------------------------------------------------------
Type of Plan
SPECIMEN
- --------------------------------------------------------------------------------
Contract Holder
SPECIMEN
- --------------------------------------------------------------------------------
Contract Number
SPECIMEN
- --------------------------------------------------------------------------------
Effective Date
SPECIMEN

This Contract is delivered in SPECIMEN and is subject to the laws and
regulations of that state.

The variable features of the Group Contract are described in sections 6 and 12.



Right to Cancel
- --------------------------------------------------------------------------------
The Group Contract Holder may cancel this Contract within ten (10) days of
receiving it by returning it to Us at the address above or to the person from
whom it was purchased. Within seven (7) days of the cancellation request, We
will return the Certificate Holder's Purchase Payment(s) made plus any increase,
or minus any decrease, on the amount allocated to the Separate Account.

Signed at the home office on the Effective Date.


                        /s/ Dan Kearney        /s/ Susan E. Schechter
                            President              Secretary

<PAGE>


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.





                                       2
<PAGE>


Table of Contents
                                                                        Page


Right to Cancel............................................................1

Contract Schedule..........................................................5
     Separate Account......................................................5
     ALIAC Guaranteed Account (AG Account).................................5
     Separate Account and AG Account.......................................5
     Fixed Annuity.........................................................6

Section 1.  Definitions....................................................7

Section 2.  General Provisions.............................................9
     The Contract..........................................................9
     Certificates..........................................................9
     Nonparticipating Contract.............................................9
     Misstatements and Adjustments.........................................9
     Reports...............................................................9
     Premium Taxes.........................................................9
     Protection of Proceeds................................................9
     Evidence of Survival..................................................9
     Proof of Age..........................................................9
     Change of Contract....................................................9

Section 3.  Ownership.....................................................10
     Group Contract Holder................................................10
     Certificate Holder Rights............................................10
     Transfer of Ownership................................................10

Section 4.  Beneficiary Provisions........................................11
     Beneficiary..........................................................11
     Change of Beneficiary................................................11
     Death of Beneficiary.................................................11

Section 5.  Purchase Payments.............................................11
     Purchase Payments....................................................11
     Allocation of Purchase Payments......................................11

Section 6.  Separate Account..............................................12
     General..............................................................12
     Investment Allocations to the Separate Account.......................12
     Valuation of Assets..................................................12
     Accumulation Unit....................................................12
     Net Return Factor for Each Valuation Period..........................12
     Administrative Charge................................................13
     Mortality Risk Charge................................................13
     Expense Risk Charge..................................................13
     Mortality and Expense Guarantee......................................13

                                       3
<PAGE>

Section 7.  AG Account....................................................13
     AG Account Guaranteed Interest Rate..................................13
     Deposit Period.......................................................13
     Guaranteed Term......................................................13
     Guaranteed Term(s) Groups............................................13
     Maturity Date........................................................13
     Allocation of Net Purchase Payments to the AG Guaranteed Account.....14
     AG Account Guaranteed Term Maturity Date and Maturity Value..........14
     Withdrawals from the AG Account......................................14
     Reinvestment.........................................................15
     AG Account Market Value Adjustment (Factor)..........................15

Section 8. Certificate Holder's Account Value; Transfers and Withdrawals
     During the Accumulation Period.......................................16
     Certificate Holder's Account Value...................................16
     Transfers During the Accumulation Period.............................16
     Withdrawals During the Accumulation Period...........................16
     Deferred Sales Charge................................................17
     Waiver of Deferred Sales Charge......................................17
     Payment of Adjusted Certificate Holder Account Value.................17
     Systematic Withdrawal Option (SWO)...................................17

Section 9.  Maintenance Charge............................................18
     Maintenance Charge...................................................18

Section 10.  Proceeds Payable on Death....................................18
     Death of the Certificate Holder Prior to the Annuity Date............19
     Death Benefit Amount Prior to the Annuity Date.......................19
     Death Benefit Payment Methods........................................20
     Death of Certificate Holder On or After the Annuity Date.............21
     Death of the Annuitant...............................................21

Section 11.  Delay of Payments............................................21
     Delay of Payments....................................................21

Section 12.  Annuity Provisions...........................................22
     Designation of Annuitant.............................................22
     Terms of Annuity Options.............................................22
     Annuity Unit.........................................................23
     Annuity Unit Value...................................................23
     Annuity Net Return Factor............................................24
     Annuity Options......................................................24


                                       4
<PAGE>


Contract Schedule

<TABLE>
Separate Account
- -----------------------------------------------------------------------------------------------------------------------------------

<S>                                        <C>
Separate Account:                          Variable Account B

Charges to the Separate Account:           A daily charge is deducted from the assets of the Separate Account.  The deduction is
                                           the daily equivalent of the annual effective percentage shown below:

                                           (a)    During the Accumulation Period:

                                                  Administrative Charge                      0.15%
                                                  Mortality Risk Charge                      0.35%
                                                  Expense Risk Charge                        0.90%
                                                  TOTAL Separate Account Charges During
                                                  Accumulation Period                        1.40%

                                           (b)    During the Annuity Period

                                                  Administrative Charge Not To Exceed        0.25%
                                                  Mortality Risk Charge                      0.35%
                                                  Expense Risk Charge                        0.90%
                                                  TOTAL Maximum Separate Account Charges
                                                  During Annuity Period                      1.50%

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

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

Minimum Initial Purchase Payment:          $1,500

Minimum Subsequent Purchase Payment:       $500 or $50 per month if paid by an automatic check plan

Maximum Subsequent Purchase Payment:       $1,000,000 without home office approval

Transfers:                                 We allow an unlimited number of transfers during the Accumulation Period.  Twelve (12)
                                           transfers in any calendar year are free.  Thereafter, We reserve the right to charge a
                                           transfer charge up to $10 for each subsequent transfer.

Maintenance Charge:                        The annual maintenance charge is $30.  If the Certificate Holder's Account is $50,000
                                           or more on the date the maintenance charge is to be deducted, the maintenance charge
                                           is $0.

                                       5
<PAGE>

Deferred Sales Charge:                     For each withdrawal from a Certificate Holder's Account, a deferred sales charge for
                                           each Net Purchase Payment will be determined as follows:

                                           Years from Receipt of      Deferred
                                           Net Purchase Payment       Sales Charge

                                                   0-1                    7%
                                                   1-2                    6%
                                                   2-3                    5%
                                                   3-4                    4%
                                                   4-5                    3%
                                                   5-6                    2%
                                                   6-7                    1%
                                                   7+                     0%

Waiver of Deferred Sales Charge:           Section 8.05 provides for the following:

                                           (c)    At least 12 months after the date of the first Purchase Payment in an amount equal
                                                  to or less than 15% of the Certificate Holder's Account Value.

                                           (d)    For a full withdrawal where the Certificate Holder's Account Value does not exceed
                                                  $2,500 and no withdrawals have been taken from the Certificate Holder's Account
                                                  within the prior 12 months.

Systematic Withdrawal Option:              (a)    Specified Payment - Maximum Percentage:                  10%

                                           (b)    Specified Period - Minimum Period:                       10 years

                                           (c)    Specified Percentage - Maximum Percentage:               10%

Death Benefit Factor:                      4%

Death Benefit Maximum Amount:              There is no maximum death benefit amount.

Death Benefit Maximum Age:                 85 years

Fund for Allocation of Excess              Federated Prime Money Fund II
Guaranteed Death Benefit Value:

Latest Annuity Date:                       The Certificate Holder's 90th birthday.

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

Minimum Guaranteed Interest Rate           3.0%
(effective annual rate of return):
</TABLE>

                                       6
<PAGE>

Section 1.  Definitions
- --------------------------------------------------------------------------------

1.01            Accumulation Period - The period during which one or more Net
                Purchase Payments applied to a Certificate Holder's Account
                accumulate to provide future Annuity payments.

1.02            Accumulation Unit - A measure of the net investment results for
                each variable investment option during the Accumulation Period.
                The Accumulation Units for the applicable Funds are used to
                calculate the portion of a Certificate Holder's Account Value
                attributable to a Separate Account during the Accumulation
                Period.

1.03            Adjusted Certificate Holder Account Value - The Certificate
                Holder's Account Value, plus or minus any aggregate AG Account
                Market Value Adjustment.

1.04            ALIAC Guaranteed Account (AG Account) - An investment option
                where We guarantee specified rate(s) of interest for specified
                periods of time. The AG Account is a separate account
                established by Us in accordance with the provisions of the
                Connecticut General Statutes Section 38a-433. Certificate
                Holders do not participate in the investment gain or loss from
                the assets held in the AG Account. Assets in the AG Account may
                be charged with liabilities arising out of any other business We
                may conduct.

1.05            Annuitant - The natural person on whose life an Annuity payment
                is based.

1.06            Annuity - A series of payments We make for life, a definite
                period or a combination of the two.

1.07            Annuity Date - The date on which Annuity payments commence.

1.08            Annuity Options - Annuity payment methods available during the
                Annuity Period.

1.09            Annuity Period - The period of time during which Annuity
                payments are made.

1.10            Annuity Unit - A measure of the net investment results for each
                variable investment option during the Annuity Period. Annuity
                Units are used to calculate the amount of each variable Annuity
                payment.

1.11            Beneficiary - The person(s) entitled to receive any death
                benefit under the Certificate Holder's Account. Upon the death
                of a joint Certificate Holder, the surviving joint Certificate
                Holder, if any, is treated as the Beneficiary. Any other
                Beneficiary designation on record with Us at the time of death
                is treated as a contingent Beneficiary.

1.12            Certificate - The document issued to a Certificate Holder to
                evidence a Certificate Holder's Account established under the
                group Contract.

1.13            Certificate Holder - A person who has established a Certificate
                Holder's Account under a group Contract. We reserve the right to
                limit ownership to natural persons. If more than one Certificate
                Holder owns an Account, each Certificate Holder shall be a joint
                Certificate Holder. Any joint Certificate Holder must be the
                spouse of the other joint Certificate Holder. Joint Certificate
                Holders have joint ownership rights and both must authorize any
                exercising of those ownership rights unless otherwise allowed by
                Us. If the Certificate Holder's Account is owned by a nonnatural
                person, the death benefit will be paid at the death of the
                Annuitant and a new Annuitant may not be named.

                                       7
<PAGE>

1.14            Certificate Holder's Account - A record We establish for each
                Certificate Holder to maintain values under a group Contract.

1.15            Certificate Holder's Account Value - The dollar value as of any
                Valuation Period of all amounts accumulated in a Certificate
                Holder's Account.

1.16            Contract - This agreement between the Group Contract Holder and
                Us.

1.17            Dollar Cost Averaging - A program that permits the Certificate
                Holder to systematically transfer amounts from any of the Funds
                and the one-year guaranteed term of the AG Account to any of the
                Funds. Dollar Cost Averaging is not available if the Systematic
                Withdrawal Option is in effect.

1.18            Effective Date - The date a Certificate is issued to a
                Certificate Holder.

1.19            Fund - One of the variable investment options which may be
                selected by a Certificate Holder.

1.20            General Account - The General Account is made up of all of our
                general assets other than those allocated to the separate
                accounts.

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

1.22            Home Office - Our headquarters, located at 151 Farmington
                Avenue, Hartford, CT 06156.

1.23            Market Value Adjustment - An adjustment that may apply to a
                withdrawal made from the AG Account before the end of a
                guaranteed term as stated in Section 7.10.

1.24            Net Purchase Payment - The Purchase Payment less premium taxes,
                if applicable.

1.25            Purchase Payment - The gross payment accepted by Us and
                allocated to the Certificate Holder's Account. We reserve the
                right to refuse to accept any Purchase Payment at any time for
                any reason.

1.26            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 Our other income, gains or losses. We own the assets held in
                the Separate Account and are not a trustee as to such amounts.
                The Separate Account generally is not guaranteed and is held at
                market value. The name of the Separate Account is shown on the
                Contract Schedule. The assets of the Separate Account, to the
                extent of reserves and other Contract liabilities of the
                Separate Account, will not be charged with Our other
                liabilities.

1.27            Valuation Period - The period of time for which a Fund
                determines its net asset value, usually from 4:15 p.m. Eastern
                time each day the New York Stock Exchange is open until 4:15
                p.m. the next such business day, or such other day that one or
                more of the Funds determines its net asset value. The assets of
                the Separate Account are not chargeable with the liabilities
                arising out of any other business We may conduct.

1.28            Variable Annuity Contract - An Annuity Contract providing for
                the accumulation of value and/or for Annuity payments which vary
                in amount based on investment results.

                                       8
<PAGE>

Section 2. General Provisions
- --------------------------------------------------------------------------------

2.01            The Contract - The entire Contract consists of this Contract and
                any endorsements attached or subsequently issued.

2.02            Certificates - A Certificate is issued to each Certificate
                Holder whose Purchase Payment(s) is accepted by Us. The
                Certificate evidences a Certificate Holder's Account established
                under the Contract. Certificates are not part of the Contract.

2.03            Nonparticipating Contract - Neither the Group Contract Holder,
                Certificate Holder nor any Beneficiary have a right to share in
                our earnings.

2.04            Misstatements and Adjustments - If We learn that the age of any
                Annuitant or second Annuitant is misstated, the correct age will
                be used to adjust payments. We reserve the right to request
                reimbursement or adjust future payments for any amount overpaid.
                We will pay the amount of any underpayment.

2.05            Reports - We furnish each Certificate Holder with a report
                showing the Certificate Holder's Account Value at least once
                each calendar year. We also furnish an annual report of the
                Separate Account.

2.06            Premium Taxes - Any premium taxes paid to any governmental
                entity are charged against Purchase Payments or a Certificate
                Holder's Account. We may, at our sole discretion, pay premium
                taxes when due and deduct that amount from the Certificate
                Holder's Account at a later date. Payment at an earlier date
                does not waive any right We may have to deduct amounts at a
                later date.

2.07            Protection of Proceeds - To the extent permitted by law, all
                payments under this Contract to a Certificate Holder or
                Beneficiary shall be free from legal process and the claim of
                any creditor.

2.08            Evidence of Survival - The Company may require satisfactory
                evidence of the continued survival of any person(s) on whose
                life Annuity payments are based.

2.09            Proof of Age - The Company may require evidence of age of any
                Annuitant under Annuity Options 2 and 3 and of the designated
                second Annuitant under Annuity Option 3.

2.10            Change of Contract - Only our authorized officers may change the
                terms of this Contract. We will notify the Group 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.

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

                                       9
<PAGE>

                We reserve the right to change the terms of the Systematic
                Withdrawal Option for future elections and discontinue the
                availability of this option.

                Any change to any of the following provisions under this
                Contract will not apply to Certificate Holder's Accounts in
                existence before the effective date of the change:

                (a)      Net Purchase Payment (1.24)

                (b)      AG Account Guaranteed Interest Rate (7.01)

                (c)      Net Return Factor (6.05)

                (d)      Certificate Holder's Account Value (1.15)

                (e)      Deferred Sales Charge (8.04)

                (f)      Annuity Unit Value (12.04)

                (g)      Annuity Options (12.06)

                (h)      Fixed Annuity Interest Rates (12.01)

                (i)      Transfers (8.02).

                Any change that affects the Annuity Option and the tables for
                the Annuity Options may be made:

                (a)      No earlier than twelve (12) months after the Effective
                         Date; and

                (b)      No earlier than twelve (12) months after the effective
                         date of any prior change.

                Any Certificate Holder's Account established on or after the
                effective date of any change will be subject to the change. If
                the Group Contract Holder does not agree to any change under
                this provision, We reserve the right to not allow any new
                Certificate Holder's Accounts to be established under this
                Contract. This Contract may also be changed as deemed necessary
                by Us to comply with federal or state law.

Section 3.  Ownership
- --------------------------------------------------------------------------------

3.01            Group Contract Holder - The Group Contract Holder has title to
                the Contract. The Contract and any amounts accumulated
                thereunder are not subject to the claims of the Group Contract
                Holder nor any of its creditors.

3.02            Certificate Holder Rights - The Certificate Holder has all
                interest and right to amounts held in his or her Certificate
                Holder's Account. The Certificate Holder and any joint
                Certificate Holder are named on the Specifications page. The
                Certificate Holder and any joint Certificate Holder may exercise
                all the rights under the Certificate Holder's Account, subject
                to the rights of:

                (a)      Any assignee under an assignment filed at our home
                         office; and

                (b)      Any irrevocably named Beneficiary.


                Upon the death of a Certificate Holder prior to the Annuity
                Date, a spousal Beneficiary may elect to continue the
                Certificate Holder's Account in his or her own name and retain
                all ownership rights and privileges or take distribution of the
                death benefit as defined in Section 10.

3.03            Transfer of Ownership - The Group Contract Holder may transfer
                ownership of this Contract. A written request, dated and signed,
                must be filed at our home office.


                Any transfer of ownership terminates the interest of any
                existing Group Contract Holder. It does not change the rights of
                any Certificate Holder.

                                       10
<PAGE>

                A Certificate Holder may transfer all of his or her rights under
                the Contract. We reserve the right not to accept an assignment
                or transfer to a nonnatural person. A written request, dated and
                signed by the Certificate Holder and any joint Certificate
                Holder, must be filed at our home office. After the transfer is
                recorded, it will take effect as of the date the request was
                signed. Any such transfer terminates the interest of any
                existing Certificate Holder. It does not change the Beneficiary,
                nor transfer the Beneficiary's interest. A transfer will not
                affect any payments We may make or actions We may take before
                such transfer has been recorded at our home office.

Section 4.  Beneficiary Provisions
- --------------------------------------------------------------------------------

4.01            Beneficiary - The Certificate Holder may name a Beneficiary and
                a contingent Beneficiary. At the death of the Certificate Holder
                prior to the Annuity Date, the Beneficiary(ies) named in our
                records will receive a death benefit as stated in Section 10.
                Upon the death of either joint Certificate Holder prior to the
                Annuity Date, the surviving joint Certificate Holder, if any,
                will be treated as the designated Beneficiary and any other
                Beneficiary designation on record with Us at the time of death
                is treated as a contingent Beneficiary. If the Certificate
                Holder is a nonnatural person, the death benefit will be paid at
                the death of the Annuitant.

4.02            Change of Beneficiary - The Certificate Holder may change the
                Beneficiary. A written request, dated and signed by the
                Certificate Holder, must be filed at our home office. If there
                are joint Certificate Holders, both must sign the request. After
                the change is recorded, it will take effect as of the date the
                request was signed. If the request reaches our home office and
                is recorded after the Certificate Holder dies, but before any
                payment is made, the change is valid.

4.03            Death of Beneficiary - If all of the Beneficiaries and
                contingent Beneficiaries die prior to the Certificate Holder's
                death, We pay the death benefit in one sum to the Certificate
                Holder's estate. If the Certificate Holder is a nonnatural
                person, and all of the Beneficiaries and contingent
                Beneficiaries die prior to the Annuitant's death, We will pay
                the death benefit in one sum to the Certificate Holder.

Section 5. Purchase Payments
- --------------------------------------------------------------------------------

5.01            Purchase Payments - Subject to the maximum and minimum shown on
                the Contract Schedule, the Certificate Holder may determine the
                amount and frequency of Purchase Payments. We reserve the right
                not to accept any Purchase Payment. We will declare from time to
                time the acceptability of additional Purchase Payments.

5.02            Allocation of Purchase Payments - The Certificate Holder may
                elect to have each Net Purchase Payment accumulate:

                (a)      On a variable basis invested in shares of one or more
                         Funds in which the Separate Account invests;

                (b)      For guaranteed terms offered in the current deposit
                         period(s) under the AG Account; or

                (c)      In a combination of any of the available investment
                         options.

                Net Purchase Payments must be allocated in whole percentages.
                For subsequent Purchase Payments, if no allocation instructions
                are received with the Purchase Payment, the allocation will be
                as indicated in the most recent directive from the Certificate
                Holder. If the same guaranteed term(s) are not available, the
                next shortest will be used. If no shorter guaranteed term is
                available, the next longer guaranteed term will be used.

                                       11
<PAGE>

Section 6.  Separate Account
- --------------------------------------------------------------------------------

6.01            General - The assets of the Separate Account, equal to the
                reserves and other Contract liabilities that depend on the
                investment performance of the Separate Account are not
                chargeable with liabilities arising out of any other business We
                may conduct. Income, gains or losses of the Separate Account,
                realized or unrealized, are credited to or charged against the
                assets of the Separate Account without regard to Our other
                income, gains or losses.

6.02            Investment Allocations to the Separate Account - 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, We may cease to make such Fund shares available for
                investment under the Contract prospectively, or We may
                substitute shares of another Fund for shares already acquired.
                We may also, from time to time, add additional Funds. Any
                elimination, substitution or addition of Funds will be done in
                accordance with applicable state and federal securities laws. We
                reserve the right to substitute shares of another Fund for
                shares already acquired without a proxy vote.

6.03            Valuation of Assets - The shares of the Funds will be valued at
                their net asset value at the end of each Valuation Period.

6.04            Accumulation Unit - A Net Purchase Payment that is allocated to
                one or more Funds is credited to the Certificate Holder's
                Account as Accumulation Units. The number of Accumulation Units
                credited is determined by dividing the applicable portion of the
                Net Purchase Payment by the Accumulation Unit value for the
                appropriate Fund. The Accumulation Unit value used is that which
                is computed for the next Valuation Period after which the
                Purchase Payment is received at our home office. Accumulation
                Units attributable to the initial Purchase Payments will be
                credited within two business days of acceptance.

                Accumulation Unit values may increase or decrease from Valuation
                Period to Valuation Period.

6.05            Net Return Factor for Each Valuation Period - The value of an
                Accumulation Unit for any Valuation Period is calculated by
                multiplying the Accumulation Unit value for the immediately
                preceding Valuation Period by the net return factor of the
                appropriate Fund for the current period.

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

                The net return rate equals:

                (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 Funds(s) Accumulation Units and
                         Fund(s) Annuity Units of the Separate Account at the
                         start of the Valuation Period; minus

                (e)      A daily actuarial charge as shown on the Contract
                         Schedule for Annuity mortality and expense risks and
                         profit and a daily administrative charge.

                                       12
<PAGE>

                The net return rate may be more or less than zero (0) percent.

                The value of a share of the Fund is equal to the net assets of
                the Fund divided by the number of shares outstanding.

6.06            Administrative Charge - We deduct an administrative charge
                equal, on an annual basis, to the amount shown on the Contract
                Schedule.

6.07            Mortality Risk Charge - We deduct a mortality risk charge equal,
                on an annual basis, to the amount shown on the Contract
                Schedule.

6.08            Expense Risk Charge - We deduct an expense risk charge equal, on
                an annual basis, to the amount shown on the Contract Schedule.

6.09            Mortality and Expense Guarantee - We guarantee that the dollar
                amount of each Annuity payment after the first will not be
                affected by variations in mortality or expense experience.

Section 7.  AG Account
- --------------------------------------------------------------------------------

7.01            AG Account Guaranteed Interest Rate - All amounts allocated to
                the AG Account earn a rate of interest that is guaranteed for a
                specified period of time. The rate will be credited daily and
                will never be less than the minimum guaranteed interest rate
                shown on the Contract Schedule. We determine the rate and it is
                not based on investment experience.

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

7.02            Deposit Period - A calendar week, a calendar month, a calendar
                quarter, or any other period of time We specify during which Net
                Purchase Payment(s), transfers and reinvestments are accepted
                into the AG Account for one or more guaranteed terms. We reserve
                the right to extend the deposit period.

7.03            Guaranteed Term - The period of time for which AG Account
                guaranteed interest rates are guaranteed on Net Purchase
                Payments. Transfers and reinvestments are 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, if any, are offered
                at our discretion for various lengths of time ranging up to and
                including ten years.

                During a deposit period, We may make available any number of
                guaranteed terms. The Certificate Holder may allocate Net
                Purchase Payments and transfers into any or all of the available
                guaranteed terms.

7.04            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.

7.05            Maturity Date - The last day of a guaranteed term.

                                       13
<PAGE>

7.06            Allocation of Net Purchase Payments to the AG Account - When the
                Certificate Holder wishes to allocate all or any portion of a
                Net Purchase Payment to the Guaranteed Account, he or she must
                tell Us the percentage to apply to one or more of the AG Account
                guaranteed term(s) available during the current deposit period.
                If no allocation instructions are received, a Net Purchase
                Payment is allocated as indicated in the most recent directive
                from the Certificate Holder. If the same guaranteed term is not
                available for any amount allocated to the AG Account, We will
                allocate the amount to the next shortest guaranteed term
                available. If no shorter guaranteed term is available, We will
                allocate it to the next longest guaranteed term.

7.07            AG Account Guaranteed Term Maturity Date and Maturity Value - On
                the maturity date, the value of the total of all amounts
                allocated to that guaranteed term is called the maturity value.

                When Certificate Holders have assets in the AG Account, at least
                eighteen (18) days before a maturity date, We notify them of
                the:

                (a)      Projected maturity value; and

                (b)      Guaranteed terms and the applicable guaranteed interest
                         rates available during the current deposit period.

                When no allocation instructions are received and the assets in a
                guaranteed term have been reinvested by Us in another guaranteed
                term on the maturity date, the Certificate Holder may transfer
                or withdraw, during the month following the maturity date, the
                reinvested amount with interest earned (as of the date the
                request is received at our home office) without incurring a
                Market Value Adjustment. This transaction is allowed only once
                for each maturity date, regardless of whether the transfer or
                withdrawal is partial or full.

7.08            Withdrawals and Transfers from the AG Account - When the
                Certificate Holder requests a withdrawal or transfer from the AG
                Account, if instructions are not provided by the Certificate
                Holder, amounts are withdrawn on a pro rata basis from the
                guaranteed term(s) groups in which the Certificate Holder's
                Account is currently invested. Within a guaranteed term group,
                the amount to be withdrawn will be withdrawn first from the
                oldest deposit period. Withdrawals or transfers from an AG
                Account guaranteed term before the maturity date are subject to
                a Market Value Adjustment, except for:

                (a)      A one month period following the maturity date
                         described in 7.07;

                (b)      Transfers under the Dollar Cost Averaging program; and

                (c)      Withdrawals under the Systematic Withdrawal Option
                         described in Section 8.07.

                Only a positive Market Value Adjustment will apply to amounts
                transferred from the AG Account when the Certificate Holder
                elects Annuity Option 2 or 3.

                                       14
<PAGE>

7.09            Reinvestment - We will mail a notice to the Certificate Holder
                before a guaranteed term's maturity date. This notice will
                contain the guaranteed terms available during the current
                deposit periods with their guaranteed interest rate(s) and
                projected maturity value. If no specific direction is given by
                the Certificate Holder prior to the maturity date, each maturity
                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. We will mail a confirmation statement to the
                Certificate Holder after the maturity date. This notice will
                state the guaranteed term and guaranteed interest rate(s) which
                will apply to the reinvested matured term value.

7.10            AG Account Market Value Adjustment (Factor) - The Market Value
                Adjustment factor (MVA factor) reflects any change in interest
                rates from the time assets are allocated to the AG Account to
                the time they are transferred or withdrawn. Except as noted in
                Section 7.09, 10.02 and 12.01, an MVA factor is applied to any
                amount withdrawn or transferred from the AG Account before the
                end of a guaranteed term.

                The amount withdrawn from the AG Account is multiplied by the
                MVA factor which is calculated as follows:

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

                Determination of MVA factor parameters:

                A yield is computed at the close of the last business day of
                each week of the deposit period. The yield will equal the
                average of the yields on U.S. Treasury Notes which matured
                during the last three months of the applicable guaranteed term.

                The deposit period yield is the average of those yields for the
                deposit period. If withdrawal is made prior to 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.

                                       15
<PAGE>

                If no U.S. Treasury Notes matured during the last three months
                of the guaranteed term, We reserve the right to use the average
                of the yields on U.S. Treasury Notes that mature during a
                following quarter.

Section 8. Certificate Holder's Account Value; Transfers and Withdrawals During
           the Accumulation Period
- --------------------------------------------------------------------------------

8.01            Certificate Holder's Account Value - The value of a Certificate
                Holder's Account is determined by adding the value of the total
                of Accumulation Units attributed to the selected Fund(s) to the
                value of any amounts attributed to the AG Account.

8.02            Transfers During the Accumulation Period - Before the Annuity
                Date, the Certificate Holder may transfer from any Fund or
                guaranteed term of the AG Account to:

                (a)    Any other Fund; or

                (b)    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. We may establish a minimum transfer amount.
                Within a guaranteed term group, the amount transferred is
                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 is shown on the Contract Schedule. Transfers in excess
                of that number may be subject to the transfer charge shown on
                the Contract Schedule. Transfers under the Dollar Cost Averaging
                program do not count toward the annual limit. Transfers of a
                matured term value from the AG Account on or within one calendar
                month after a guaranteed term's maturity date do not count
                against the annual transfer limit.

                Amounts applied to guaranteed terms of the AG Account may not be
                transferred to the Funds or to another guaranteed term during
                the deposit period or for 90 days after the close of the deposit
                period except for (1) matured term value(s) during the calendar
                month following the guaranteed term's maturity date; (2) amounts
                applied to an annuity option; (3) transfers from the one-year
                guaranteed term under the Dollar Cost Averaging program; and (4)
                amounts distributed under the Systematic Withdrawal Option.

                Except as noted in Section 7.09, 10.02 and 12.01, transfers from
                guaranteed terms of the AG Account before the Maturity Date are
                subject to a Market Value Adjustment.

8.03            Withdrawals During the Accumulation Period - The Certificate
                Holder may withdraw all or a portion of the Certificate Holder's
                Account Value during the Accumulation Period by properly
                completing a withdrawal request form. Withdrawal requests can be
                submitted as a percentage or as a specific dollar amount. Net
                Purchase Payment amounts are withdrawn first, and then the
                excess value, if any. For any partial withdrawal, if
                instructions are not provided by the Certificate Holder, amounts
                are withdrawn on a pro rata basis from the Fund(s), and/or the
                guaranteed term(s) groups in which the Certificate Holder's
                Account is currently invested. Within a guaranteed term group,
                the amount to be withdrawn will be withdrawn first from the
                oldest deposit period, then from the next oldest, and so on
                until the amount requested is satisfied.

                                       16
<PAGE>

                After deduction of the maintenance charge, if applicable, the
                withdrawn amount shall be reduced by the applicable deferred
                sales charge and any applicable premium taxes.

8.04            Deferred Sales Charge - The deferred sales charge only applies
                to the portion of the amount withdrawn attributable to Net
                Purchase Payment(s) and varies according to the elapsed time
                since receipt of the Purchase Payment. The deferred sales charge
                is shown on the Contract Schedule.

8.05            Waiver of Deferred Sales Charge - No deferred sales charge is
                deducted when a Certificate Holder's Account Value is paid:

                (a)    To a Beneficiary as a death benefit, except for Purchase
                       Payments made by a surviving joint Certificate Holder as
                       described in Section 10.02(b);

                (b)    As a premium for an Annuity Option;

                (c)    At least the number of months, as shown on the Contract
                       Schedule, after the date of the first Purchase Payment
                       and in an amount equal to or less than the percentage of
                       the Certificate Holder's Account Value as shown on the
                       Contract Schedule. This applies to the first withdrawal
                       request, partial or full, in a calendar year. The
                       Certificate Holder's Account Value is calculated as of
                       the date the withdrawal request is received in good order
                       at our home office. This waiver is not available to the
                       Certificate Holder while a SWO is in effect;

                (d)    For a full withdrawal where the Certificate Holder's
                       Account Value does not exceed the amount shown on the
                       Contract Schedule and no withdrawals have been taken from
                       the Certificate Holder's Account within the prior 12
                       months;

                (e)    For a distribution made by Us under Section 8.06; or

                (f)    For a distribution which is part of a SWO under Section
                       8.07.

                We reserve the right to allow the proceeds of a total withdrawal
                to be reinstated under the terms and conditions as established
                by Us from time to time.

8.06            Payment of Adjusted Certificate Holder Account Value - Upon 90
                day's written notice to the Certificate Holder, We will
                terminate any Certificate Holder's Account if the Certificate
                Holder's Account Value becomes less than $1,500 immediately
                following any partial withdrawal. We do not intend to exercise
                this right in cases where the Certificate Holder's Account Value
                is reduced to $1,500 or less solely due to investment
                performance. When We make a distribution pursuant to this
                provision, the deferred sales charge will not be deducted.

8.07            Systematic Withdrawal Option (SWO) - We will allow the
                Certificate Holder to establish a schedule of withdrawals to be
                made automatically from the Certificate Holder's Account Value.
                All distributed amounts will be withdrawn on a pro rata basis
                from the Fund(s) and/or the guaranteed term(s) groups of the AG
                Account in which the Certificate Holder's Account is invested.

                The Certificate Holder must elect one of the following SWO
                methods:

                                       17
<PAGE>

                (a)    Specified Payment: Payments of a designated dollar
                       amount. The annual amount may not be greater than the
                       percentage of the Certificate Holder's Account Value at
                       time of the election as shown on the Contract Schedule.
                       This annual dollar amount will remain constant. At our
                       discretion, We may require a minimum payment amount; or

                (b)    Specified Period: Payments which are made over a period
                       of time which must be at least the minimum period as
                       shown on the Contract Schedule. The annual amount paid
                       each year is calculated by dividing the Certificate
                       Holder's Account Value as of December 31 of the prior
                       year by the number of payment years remaining; or

                (c)    Specified Percentage: Payment of a designated percentage
                       which cannot be greater than the percentage of the
                       Certificate Holder's Account Value at the time of
                       election as shown on the Contract Schedule. The
                       percentage may be changed by written request. We reserve
                       the right to limit the number of times the percentage may
                       be changed. The annual amount is calculated by
                       multiplying the Certificate Holder's Account Value as of
                       December 31 of the year prior to the payment by the
                       designated percentage.

                SWO payments will cease at the Certificate Holder's death (or if
                the Certificate Holder is a nonnatural person, at the death of
                the Annuitant). A beneficiary may elect to continue SWO as
                provided in Section 10.01.

                In our discretion, We may require a minimum initial Certificate
                Holder's Account Value for election of this option. SWO may be
                elected by submitting a completed and signed election form to
                Us. Once elected, this option may be revoked by submitting a
                written request to Us. SWO may be elected only once by the
                Certificate Holder or by a spousal Beneficiary.

                Certificate Holders should consult their tax adviser prior to
                requesting this distribution option. We are not responsible for
                any adverse tax consequences due to a Certificate Holder's
                receiving SWO payments. A ten (10) percent penalty tax may apply
                to distributions to a Certificate Holder who has not reached age
                59-1/2. Upon death of the Certificate Holder, any payments will
                be made under the terms of Section 10.

                Dollar Cost Averaging is not available to Certificate Holders
                who have elected SWO.

Section 9.  Maintenance Charge
- --------------------------------------------------------------------------------

9.01            Maintenance Charge - We will deduct an annual maintenance charge
                as shown in the Contract Schedule from the Certificate Holder's
                Account during the Accumulation Period. We will deduct the
                maintenance charge on the anniversary of the Effective Date of
                the Certificate for the Certificate Holder's Account. This
                maintenance charge is also deducted upon withdrawal of the
                entire Adjusted Certificate Holder's Account. The maintenance
                charge is deducted proportionately from each investment option
                used.

Section 10.  Proceeds Payable on Death
- --------------------------------------------------------------------------------

                                       18
<PAGE>

10.01           Death of the Certificate Holder Prior to the Annuity Date - In
                the event of the death of the Certificate Holder or a joint
                Certificate Holder prior to the Annuity Date, a death benefit is
                payable to the Beneficiary(ies) designated by the Certificate
                Holder. Upon the death of a joint Certificate Holder, the
                surviving joint Certificate Holder, if any, will be treated as
                the designated Beneficiary. Any other Beneficiary designation on
                record with Us at the time of death will be treated as a
                contingent Beneficiary. If the Certificate Holder is a
                nonnatural person, the death benefit will be payable to the
                Beneficiary(ies) at the death of the Annuitant.

                A Beneficiary may request We pay the death benefit under one of
                the methods described in Section 10.03. If the Beneficiary is
                the spouse of the Certificate Holder, or the spouse of the
                Annuitant if the Certificate Holder is a nonnatural person, he
                or she may elect to continue the Certificate Holder's Account in
                his or her own name and exercise all the Certificate Holder's
                rights under the Contract.

10.02           Death Benefit Amount Prior to the Annuity Date -

                (a)    Except as set forth below, the amount of the guaranteed
                       death benefit value is equal to the greater of:

                       (i)    The Certificate Holder's Account Value at the end
                              of the Valuation Period during which We receive at
                              our home office due proof of death and election of
                              the type of payment to be made; or

                       (ii)   The death benefit determined as of the Valuation
                              Period corresponding to the date of death.

                              Until the first Effective Date anniversary, the
                              death benefit is equal to the Purchase Payments
                              made by the Certificate Holder prior to the
                              Effective Date anniversary less any withdrawals
                              and any amounts applied to an Annuity Option.

                              For each Certificate year thereafter, the death
                              benefit during the Certificate year equals the
                              death benefit at the beginning of the Certificate
                              year plus Purchase Payments made during the year
                              less any withdrawals and any amounts applied to an
                              Annuity Option.

                              On each Effective Date anniversary, the death
                              benefit is determined as follows:

                              (A)   The death benefit on the previous Effective
                                    Date anniversary increased by the death
                                    benefit factor shown on the Contract
                                    Schedule; plus

                              (B)   Purchase Payments made by the Certificate
                                    Holder during the Certificate year increased
                                    by the death benefit factor shown on the
                                    Contract Schedule for the portion of the
                                    year since the Purchase Payment was made;
                                    less

                              (C)   Any withdrawals or amounts applied to an
                                    Annuity Option during the Certificate year
                                    increased by the death benefit factor shown
                                    on the Contract Schedule for the portion of
                                    the Certificate year since the withdrawal or
                                    election of Annuity option; or

                                       19
<PAGE>

                       (iii)  The Certificate Holder's Account Value on the most
                              recent seventh year anniversary of the Effective
                              Date plus any Purchase Payments made after such
                              Effective Date anniversary less any withdrawals
                              and any amounts applied to an Annuity Option.

                       Notwithstanding the foregoing, the death benefit under
                       (ii) or (iii) will not exceed the death benefit maximum
                       amount shown on the Contract Schedule.

                       The death benefit calculation described in (ii) and (iii)
                       above, applies until the Certificate Holder reaches the
                       death benefit maximum age shown on the Contract Schedule.
                       If the Certificate Holder is a nonnatural person, death
                       provisions will be based on the age of the Annuitant.
                       Thereafter, the death benefit is only adjusted for
                       Purchase Payments, withdrawals and amounts applied to
                       Annuity Options. If the Certificate Holder reaches the
                       death benefit maximum age shown on the Contract Schedule
                       prior to the seventh anniversary of the Effective Date,
                       the death benefit will be the greater of (i) or (ii)
                       above.

                       The excess, if any, of the guaranteed death benefit value
                       over the Certificate Holder's Account Value is determined
                       when we receive at our home office due proof of death and
                       allocated to the Fund shown on the Contract Schedule. The
                       Certificate Holder's Account Value plus any excess amount
                       deposited becomes the Certificate Holder's Account Value.

                (b)    In the case of a spousal Beneficiary who continued the
                       Certificate Holder's Account in his or her own name, the
                       death benefit shall be equal to the Adjusted Current
                       Value less any applicable deferred sales charge on any
                       Purchase Payment made after We have received at our home
                       office due proof of death of the joint Certificate Holder
                       (or Annuitant, if applicable).

                When the Beneficiary withdraws or transfers all or any portion
                of the death benefit in the AG Account within six months after
                the date of death, the amount withdrawn or transferred from the
                AG Account will be the greater of:

                (1)    The aggregate Market Value Adjustment amount (the amount
                       resulting from the application of relevant Market Value
                       Adjustment factors); or

                (2)    The applicable portion of Certificate Holder's Account
                       Value in the AG Account.

                After the six-month period, when the Beneficiary withdraws or
                transfers all or any portion of the death benefit in the AG
                Account, the amount will be equal to the aggregate Market Value
                Adjustment amount. Only a positive market value adjustment will
                apply, however, to amounts transferred from the AG Account when
                the Beneficiary elects Annuity Option 2 or 3.

                At the death of a spousal Beneficiary who continued the
                Certificate Holder's Account in his or her own name, when the
                Beneficiary withdraws or transfers all or any portion of the
                death benefit in the AG Account, the amount will be equal to the
                Aggregate Market Value Adjustment amount.

10.03           Death Benefit Payment Methods - A non-spousal Beneficiary must
                elect the death benefit to be paid under one of the following
                methods in the event of the death of the Certificate Holder
                prior to the Annuity Date:

                                       20
<PAGE>

                Method 1 - Lump sum payment of the death benefit; or

                Method 2 - The payment of the entire death benefit within five
                years of the date of the Certificate Holder's death; or

                Method 3 - Payment of the death benefit over the lifetime of the
                designated Beneficiary or over a period not extending beyond the
                life expectancy of the designated Beneficiary with distribution
                beginning within one year of the date of death of the
                Certificate Holder.

                Any portion of the death benefit not applied under Method 3
                within one year of the date of Certificate Holder's death, or
                the death of the Annuitant if the Certificate Holder is a
                nonnatural person, must be distributed within five years of the
                date of death.

                A spousal Beneficiary may elect to continue the Certificate
                Holder's Account in his or her name, elect a lump sum payment of
                the death benefit, or apply the Adjusted Certificate Holder's
                Account Value to an Annuity Option.

10.04           Death of Certificate Holder On or After the Annuity Date - If
                the Certificate Holder who is not the Annuitant, dies on or
                after the Annuity Date, the remaining payments under the Annuity
                Option elected will be made to the Beneficiary at least as
                rapidly as under the method of distribution in effect at the
                Certificate Holder's death.

10.05           Death of the Annuitant - If the Annuitant, who is not a
                Certificate Holder, dies on or before the Annuity Date, a new
                Annuitant may be named. If no Annuitant is named, the
                Certificate Holder will be the Annuitant. If the Certificate
                Holder is a nonnatural person, the death benefit will be paid at
                the death of the Annuitant and no new Annuitant may be named. If
                the Annuitant dies after the Annuity Date, the death benefit, if
                any, will be payable to the Beneficiary as specified in the
                Annuity Option elected. We will require proof of the Annuitant's
                death. Death benefits will be paid at least as rapidly as under
                the method of distribution in effect at the Annuitant's death.

Section 11.  Delay of Payments
- --------------------------------------------------------------------------------

11.01           Delay of Payments - We will make any payments under this
                Contract within seven days after a request is received in good
                order. We reserve the right to suspend or postpone any type of
                payment from the Separate Account for any period when:

                (a)    The New York Stock Exchange is closed for other than
                       customary weekend and holiday closings;

                (b)    Trading on the Exchange is restricted;

                (c)    An emergency exists as a result of which it is not
                       reasonably practicable to dispose of securities held in
                       the Separate Account or determine their value; or

                (d)    The Securities and Exchange Commission so permits delay
                       for the protection of security holders.

                The applicable rules of the Securities and Exchange Commission
                will govern as to whether the conditions in (b) or (c) exist.

                We also reserve the right to delay any type of payment from the
                AG Account for up to six months.

                                       21
<PAGE>

Section 12.  Annuity Provisions
- --------------------------------------------------------------------------------

12.01           Designation of Annuitant - The Certificate Holder and the
                Annuitant need not be the same person. The Certificate Holder
                names the Annuitant and during the Accumulation Period, may
                change the designated Annuitant. We change the Annuitant when We
                receive a written request in good order at our home office. We
                will not change the Annuitant when Annuity payments have
                commenced.

                The Certificate Holder elects an Annuity Option by telling Us to
                use all or any portion of the Certificate Holder's Account Value
                (minus any applicable premium taxes if not previously deducted)
                to purchase Annuity payments under an Annuity Option. If the
                Certificate Holder elects Annuity Option 1, the amount applied
                to purchase Annuity payments will be equal to the Adjusted
                Certificate Holder's Account Value. If the Certificate Holder
                elects Annuity Option 2 or 3, the amount applied to purchase
                Annuity payments will be the greater of:

                (1)    The Adjusted Certificate Holder's Account Value; or

                (2)    The Certificate Holder's Account Value.

                When an Annuity Option is chosen the Certificate Holder must
                designate a:

                (a)    Fixed Annuity using the General Account;

                (b)    Variable Annuity using any of the Funds available during
                       the Annuity Period; or

                (c)    Combination of (a) and (b).

                If a fixed Annuity is chosen, We will calculate the amount using
                an interest assumption no less than the percentage specified on
                the Contract Schedule. We may calculate the amount using a
                higher interest rate.

                If a variable Annuity is chosen, an Assumed Annual Net Return
                Rate of 5% may be chosen. If not chosen, We will use an Assumed
                Annual Net Return Rate of 3.5%.

                Payments are made on a monthly basis to the Certificate Holder
                unless the Certificate Holder requests a different mode of
                payment.

                Once elected, an Annuity Option may not be revoked, except for
                Option 1 when elected on a variable basis.

12.02           Terms of Annuity Options - The minimum first payment amount must
                be at least $50 per month and at least $250 per year.

                If the Certificate Holder elects a fixed Annuity and We
                determine that the Certificate Holder would receive larger
                payments by applying the Certificate Holder's Account Value,
                reduced by the deferred sales charge, to a single premium
                immediate Annuity currently offered by Us, We will make the
                larger payments.

                We determine the first payment of a variable Annuity, or the
                payment amount of a fixed Annuity, using the Annuitant's (and
                second Annuitant's if applicable) adjusted age which We
                calculate as follows:

                                       22
<PAGE>

                (a)    If Annuity payments begin any time between July 1, 1992
                       and December 31, 1999, the adjusted age is the
                       Annuitant's age as of the birthday closest in time to the
                       Annuity Date reduced by one (1) year.

                (b)    If the Annuity begins any time between January 1, 2000
                       and December 31, 2009, the adjusted age is the
                       Annuitant's age as of the birthday closest in time to the
                       Annuity Date reduced by two (2) years.

                (c)    For each succeeding decade, the adjusted age is the
                       Annuitant's age as determined in (b), reduced by one
                       additional year.

                The Annuity rates for Options 2 and 3 are based on mortality
                from 1983 Table A.

                Assumed Annual Net Return Rate is the interest rate used to
                determine the amount of the first Annuity payment under a
                variable Annuity. 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.

                The Certificate Holder must give written notice to Us at least
                30 days before the Annuity payments begin, electing or changing:

                (a)    The date on which Annuity payments are to begin;

                (b)    The Annuity Option;

                (c)    Whether the payments are to be made monthly, quarterly,
                       semiannually or annually;

                (d)    The investment options used to provide Annuity payments.

                The first Annuity payment may not be earlier than one (1)
                calendar year after the initial Purchase Payment, nor later than
                the later of the:

                (a)    First day of the month following the Annuitant's birthday
                       shown on the Contract Schedule; or

                (b)    Tenth anniversary of the last Purchase Payment. In lieu
                       of the election of an Annuity, the Certificate Holder may
                       request a lump sum payment.

12.03           Annuity Unit - The number of Annuity Units per Fund is based on
                the amount of the first variable Annuity payment which is equal
                to:

                (a)    The portion of the Certificate Holder's Account Value
                       (minus any premium taxes) applied to pay a variable
                       Annuity; divided by,

                (b)    1000; multiplied by,

                (c)    The payment rate for the Annuity Option chosen.

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

12.04           Annuity Unit Value - For any Valuation Period, a Fund's Annuity
                Unit value is equal to:

                                       23
<PAGE>

                (a)    The value for the previous Valuation Period; multiplied
                       by,

                (b)    The Annuity Net Return Factor for the Valuation Period;
                       multiplied by,

                (c)    A daily factor to reflect the Assumed Annual Net Return
                       Rate (the factor for 3.5% per year is .9999058; for 5%
                       per year it is .9998663).

                The dollar value of a Fund(s) Annuity Unit values and payments
                may go up or down due to investment gain or loss.

12.05           Annuity Net Return Factor - The Annuity net return factor is
                used to compute all Separate Account Annuity payments for any
                Fund.

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

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

                (b)    The value of the shares of the Fund held by the Separate
                       Account at the start of the Valuation Period; plus or
                       minus,

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

                (d)    The total value of the Fund(s) Accumulation Units and
                       Fund(s) Annuity Units of the Separate Account at the
                       start of the Valuation Period; minus,

                (e)    A daily actuarial charge as shown of the Contract
                       Schedule for Annuity mortality and expense risks and
                       profit and a daily administrative charge which will not
                       exceed the administrative charge as shown on the Contract
                       Schedule.

                The net return rate may be more or less than zero (0) percent.

                The value of a share of the Fund is equal to the net assets of
                the Fund divided by the number of shares outstanding.

12.06           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 Annuity Option are made under a variable
                Annuity, the present value of any remaining payments may be
                withdrawn at any time. 

                Option 2 - Life Income - An Annuity will be paid for the life of
                the Annuitant. If also chosen, We 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 Annuity Option is chosen, a choice must be
                made of:

                                       24
<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.

                We may make other options available as allowed by law.

                                       25
<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%

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
                     Guaranteed              Monthly          Quazrterly         Semi-Annual           Annual
      Years              Rate                Payment            Payment            Payment            Payment
- --------------------------------------------------------------------------------------------------------------------
        <S>              <C>                  <C>                <C>               <C>                 <C>
        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
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       26
<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.

                                       27
<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.

                                       28
<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.

                                       29
<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%

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
       Years            Guaranteed Rate      Monthly Payment     Quarterly Payment   Semi-Annual Payment     Annual Payment
- ------------------------------------------------------------------------------------------------------------------------------------
         <S>                 <C>                  <C>                  <C>                 <C>                   <C>
         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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       30

<PAGE>


                                    OPTION 1

                      Payments for a Stated Period of Time

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

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
       Years            Guaranteed Rate      Monthly Payment     Quarterly Payment   Semi-Annual Payment     Annual Payment
- ------------------------------------------------------------------------------------------------------------------------------------
         <S>                 <C>                  <C>                  <C>                 <C>                   <C>
         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
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       31
<PAGE>


                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
    Adjusted              None                      60                      120                     180                   240
     Age of      -------------------------------------------------------------------------------------------------------------------
   Annuitant        Male       Female        Male       Female       Male       Female        Male       Female       Male    Female
- ------------------------------------------------------------------------------------------------------------------------------------
      <S>        <C>           <C>        <C>         <C>           <C>       <C>            <C>          <C>      <C>       <C>
      50         $  4.56       $ 4.20     $   4.55    $  4.19       $ 4.51    $  4.18        $ 4.45     $ 4.15     $  4.36   $ 4.11
      51            4.64         4.26         4.62       4.25         4.58       4.24          4.51       4.21        4.42     4.16
      52            4.72         4.32         4.70       4.32         4.66       4.30          4.58       4.26        4.48     4.21
      53            4.80         4.39         4.79       4.38         4.74       4.36          4.65       4.32        4.53     4.27
      54            4.89         4.46         4.87       4.46         4.82       4.43          4.73       4.39        4.59     4.32

      55            4.99         4.54         4.97       4.53         4.91       4.50          4.80       4.46        4.65     4.38
      56            5.09         4.62         5.07       4.61         5.00       4.58          4.88       4.53        4.72     4.44
      57            5.20         4.71         5.17       4.70         5.10       4.66          4.96       4.60        4.78     4.50
      58            5.32         4.80         5.29       4.79         5.20       4.75          5.05       4.68        4.84     4.57
      59            5.44         4.90         5.41       4.88         5.31       4.84          5.14       4.76        4.91     4.63

      60            5.57         5.00         5.53       4.99         5.42       4.93          5.23       4.84        4.97     4.70
      61            5.71         5.11         5.67       5.09         5.54       5.03          5.32       4.93        5.03     4.77
      62            5.86         5.23         5.81       5.21         5.66       5.14          5.42       5.02        5.09     4.84
      63            6.02         5.36         5.97       5.33         5.79       5.25          5.51       5.11        5.16     4.91
      64            6.20         5.49         6.13       5.46         5.93       5.37          5.61       5.21        5.21     4.98

      65            6.38         5.64         6.31       5.60         6.07       5.49          5.71       5.31        5.27     5.05
      66            6.58         5.79         6.49       5.75         6.22       5.63          5.81       5.41        5.32     5.12
      67            6.79         5.95         6.69       5.91         6.38       5.76          5.91       5.52        5.38     5.18
      68            7.02         6.13         6.89       6.08         6.53       5.91          6.01       5.63        5.42     5.25
      69            7.26         6.32         7.11       6.26         6.70       6.06          6.11       5.74        5.47     5.31

      70            7.52         6.53         7.35       6.45         6.86       6.23          6.20       5.85        5.51     5.37
      71            7.80         6.75         7.59       6.66         7.03       6.39          6.29       5.96        5.54     5.42
      72            8.09         6.99         7.85       6.89         7.21       6.57          6.38       6.07        5.57     5.47
      73            8.41         7.26         8.12       7.13         7.38       6.75          6.46       6.17        5.60     5.51
      74            8.75         7.54         8.41       7.39         7.55       6.94          6.53       6.28        5.63     5.55

      75            9.12         7.85         8.71       7.66         7.73       7.13          6.61       6.38        5.65     5.59
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                 Rates are based on mortality from 1983 Table a.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.

                                       32
<PAGE>


                                                            OPTION 2

                                   Life Income

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

        Rates for a Variable Annuity with Assumed Net Return Rate of 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.

                                       33
<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
- ------------------- -------------------
    Annuitant        Second 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                  65               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.

                                       34
<PAGE>


                                    OPTION 3

                           Life Income for Two Payees

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

               (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
- ------------------- -------------------
    Annuitant        Second 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.

                                       35
<PAGE>


                                    OPTION 3

                           Life Income for Two Payees

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

               (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
- ------------------- -------------------
    Annuitant        Second 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.

                                       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 Female and Second Annuitant is Male)

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- ------------------- -------------------
    Annuitant        Second 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.

                                       37



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

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

Aetna Life Insurance and Annuity Company (We or Us), a stock company, agrees to
pay benefits according to the terms and conditions set forth in this Contract.

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

Certificate of Group Annuity Coverage

Aetna certifies that an account is established for you under the Group Annuity
Contract and Certificate numbers shown below.

This certificate describes Group Annuity Contract provisions. It replaces any
and all prior certificates or endorsements issued to you under the stated
Contract and Certificate numbers. This Certificate is for information only and
is not a part of the Contract.

The variable features of the Group Contract are described in sections 6 and 12.

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


Right to Cancel

The Certificate Holder may cancel the Certificate within ten (10) days of
receiving it by returning it to Us at the address above or the person from whom
it was purchased. Within seven (7) days of the cancellation request, We will
return the Certificate Holder's Purchase Payment(s) made plus any increase, or
minus any decrease on the amount allocated to the Separate Account.

Signed at the home office on the Effective Date.

       /s/ Dan Kearney                        /s/ Susan E. Schechter
           President                              Secretary

- ------------------------------------------------------------------------------
Contract Holder                    Group Annuity Contract Number

SPECIMEN                           SPECIMEN
SPECIMEN
- ------------------------------------------------------------------------------
Certificate Holder                 Certificate Number

SPECIMEN                           SPECIMEN
SPECIMEN
- ------------------------------------------------------------------------------
Annuitant Name                     Type of Plan

SPECIMEN                           SPECIMEN
SPECIMEN


<PAGE>



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.



                                       2
<PAGE>


Table of Contents
                                                                          Page

Right to Cancel..............................................................1


Contract Schedule............................................................5

          Separate Account...................................................5
          ALIAC Guaranteed Account (AG Account)..............................5
          Separate Account and AG Account....................................5
          Fixed Annuity......................................................7

Section 1. Definitions.......................................................8


Section 2.  General Provisions..............................................10

          The Contract......................................................10
          Certificates......................................................10
          Nonparticipating Contract.........................................10
          Misstatements and Adjustments.....................................10
          Reports...........................................................10
          Premium Taxes.....................................................10
          Protection of Proceeds............................................10
          Evidence of Survival..............................................11
          Proof of Age......................................................11
          Change of Contract................................................11

Section 3.  Ownership.......................................................12

          Group Contract Holder.............................................12
          Certificate Holder Rights.........................................12
          Transfer of Ownership.............................................12

Section 4.  Beneficiary Provisions..........................................12

          Beneficiary.......................................................12
          Change of Beneficiary.............................................13
          Death of Beneficiary..............................................13

Section 5. Purchase Payments................................................13

          Purchase Payments.................................................13
          Allocation of Purchase Payments...................................13

Section 6.  Separate Account................................................13

          General...........................................................13
          Investment Allocations to the Separate Account....................14
          Valuation of Assets...............................................14
          Accumulation Unit.................................................14
          Net Return Factor for Each Valuation Period.......................14
          Administrative Charge.............................................15
          Mortality Risk Charge.............................................15
          Expense Risk Charge...............................................15
          Mortality and Expense Guarantee...................................15


                                       3
<PAGE>



                                                                          Page


Section 7. AG Account.......................................................15

          AG Account Guaranteed Interest Rate...............................15
          Deposit Period....................................................15
          Guaranteed Term...................................................15
          Guaranteed Term(s) Groups.........................................15
          Maturity Date.....................................................15
          Allocation of Net Purchase Payments to the AG Guaranteed Account..16
          AG Account Guaranteed Term Maturity Date and Maturity Value.......16
          Withdrawals from the AG Account...................................16
          Reinvestment......................................................17
          AG Account Market Value Adjustment (Factor).......................17

Section 8. Certificate Holder's Account Value; Transfers and Withdrawals
     During the Accumulation Period.........................................18

          Certificate Holder's Account Value................................18
          Transfers During the Accumulation Period..........................18
          Withdrawals During the Accumulation Period........................18
          Deferred Sales Charge.............................................19
          Waiver of Deferred Sales Charge...................................19
          Payment of Adjusted Certificate Holder Account Value..............19
          Systematic Withdrawal Option (SWO)................................19

Section 9.  Maintenance Charge..............................................21

          Maintenance Charge................................................21

Section 10.  Proceeds Payable on Death......................................21

          Death of the Certificate Holder Prior to the Annuity Date.........21
          Death Benefit Amount Prior to the Annuity Date....................21
          Death Benefit Payment Methods.....................................23
          Death of Certificate Holder On or After the Annuity Date..........23
          Death of the Annuitant............................................23

Section 11.  Delay of Payments..............................................24

          Delay of Payments.................................................24

Section 12.  Annuity Provisions.............................................24

          Designation of Annuitant..........................................24
          Terms of Annuity Options..........................................25
          Annuity Unit......................................................26
          Annuity Unit Value................................................26
          Annuity Net Return Factor.........................................26
          Annuity Options...................................................27


                                       4
<PAGE>


Contract Schedule

<TABLE>
Separate Account
- --------------------------------------- -------------------------------------------------------------------------------------------

<S>                                     <C>
Separate Account                        Variable Account B

Charges to the                          A daily charge is deducted from the assets of the Separate Account.  The deduction is the
Separate Account:                       daily equivalent of the annual effective percentage shown below:

                                        (a)    During the Accumulation Period:

                                               Administrative Charge                                       0.15%
                                               Mortality Risk Charge                                       0.35%
                                               Expense Risk Charge                                         0.90%
                                               TOTAL Separate Account Charges During
                                               Accumulation Period                                         1.40%

                                        (b)    During the Annuity Period

                                               Administrative Charge Not To Exceed                         0.25%
                                               Mortality Risk Charge                                       0.35%
                                               Expense Risk Charge                                         0.90%
                                               TOTAL Maximum Separate Account Charges
                                               During Annuity Period                                       1.50%

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

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


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

Minimum Initial                         $1,500
Purchase Payment:

Minimum Subsequent Purchase Payment:    $500 or $50 per month if paid by an automatic check plan

Maximum Subsequent Purchase Payment:    $1,000,000 without home office approval

Transfers:                              We allow an unlimited number of transfers during the Accumulation Period.  Twelve (12)
                                        transfers in any calendar year are free.  Thereafter, We reserve the right to charge a
                                        transfer charge up to $10 for each subsequent transfer.

                                       5
<PAGE>

Maintenance Charge:                     The annual maintenance charge is $30.  If the Certificate Holder's Account is $50,000 or
                                        more on the date the maintenance charge is to be deducted, the maintenance charge is $0.

Deferred Sales Charge:                  For each withdrawal from a Certificate Holder's Account, a deferred sale charge for each
                                        Net Purchase Payment will be determined as follows:

                                        Years from Receipt of                                   Deferred
                                        Net Purchase Payment                                    Sales Charge

                                               0-1                                              7%
                                               1-2                                              6%
                                               2-3                                              5%
                                               3-4                                              4%
                                               4-5                                              3%
                                               5-6                                              2%
                                               6-7                                              1%
                                               7+                                               0%

Waiver of Deferred                      Section 8.05 provides for the following:
Sales Charge:
                                        (c)    At least 12 months after the date of the first Purchase Payment in an amount equal to
                                               or less than 15% of the Certificate Holder's Account Value.

                                        (d)    For a full withdrawal where the Certificate Holder's Account Value does not exceed
                                               $2,500 and no withdrawals have been taken from the Certificate Holder's Account
                                               within the prior 12 months.

Systematic                              (a)    Specified Payment - Maximum Percentage:                      10%
Withdrawal Option:
                                        (b)    Specified Period - Minimum Period:                           10 years

                                        (c)    Specified Percentage - Maximum Percentage:                   10%

Death Benefit Factor:                   4%

Death Benefit                           There is no maximum death benefit amount.
Maximum Amount:

Death Benefit                           85 years
Maximum Age:

Fund for Allocation of                  Federated Prime Money Fund II
Excess Guaranteed
Death Benefit Value:

Latest Annuity Date:                    The Certificate Holder's 90th birthday.



                                       6
<PAGE>

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

Minimum Guaranteed                      3.0%
Interest Rate
(effective annual rate
of return):
</TABLE>


                                       7
<PAGE>



Section 1. Definitions
- --------------------------------------------------------------------------------

1.01             Accumulation Period - The period during which one or more Net
                 Purchase Payments applied to a Certificate Holder's Account
                 accumulate to provide future Annuity payments.

1.02             Accumulation Unit - A measure of the net investment results for
                 each variable investment option during the Accumulation Period.
                 The Accumulation Units for the applicable Funds are used to
                 calculate the portion of a Certificate Holder's Account Value
                 attributable to a Separate Account during the Accumulation
                 Period.

1.03             Adjusted Certificate Holder Account Value - The Certificate
                 Holder's Account Value, plus or minus any aggregate AG Account
                 Market Value Adjustment.

1.04             ALIAC Guaranteed Account (AG Account) - An investment option
                 where We guarantee specified rate(s) of interest for specified
                 periods of time. The AG Account is a separate account
                 established by Us in accordance with the provisions of the
                 Connecticut General Statutes Section 38a-433. Certificate
                 Holders do not participate in the investment gain or loss from
                 the assets held in the AG Account. Assets in the AG Account may
                 be charged with liabilities arising out of any other business
                 We may conduct.

1.05             Annuitant - The natural person on whose life an Annuity payment
                 is based.

1.06             Annuity - A series of payments We make for life, a definite
                 period or a combination of the two.

1.07             Annuity Date - The date on which Annuity payments commence.

1.08             Annuity Options - Annuity payment methods available during the
                 Annuity Period.

1.09             Annuity Period - The period of time during which Annuity
                 payments are made.

1.10             Annuity Unit - A measure of the net investment results for each
                 variable investment option during the Annuity Period. Annuity
                 Units are used to calculate the amount of each variable Annuity
                 payment.

1.11             Beneficiary - The person(s) entitled to receive any death
                 benefit under the Certificate Holder's Account. Upon the death
                 of a joint Certificate Holder, the surviving joint Certificate
                 Holder, if any, is treated as the Beneficiary. Any other
                 Beneficiary designation on record with Us at the time of death
                 is treated as a contingent Beneficiary.

1.12             Certificate - The document issued to a Certificate Holder to
                 evidence a Certificate Holder's Account established under the
                 group Contract.

                                       8
<PAGE>

1.13             Certificate Holder - A person who has established a Certificate
                 Holder's Account under a group Contract. We reserve the right
                 to limit ownership to natural persons. If more than one
                 Certificate Holder owns an Account, each Certificate Holder
                 shall be a joint Certificate Holder. Any joint Certificate
                 Holder must be the spouse of the other joint Certificate
                 Holder. Joint Certificate Holders have joint ownership rights
                 and both must authorize any exercising of those ownership
                 rights unless otherwise allowed by Us. If the Certificate
                 Holder's Account is owned by a nonnatural person, the death
                 benefit will be paid at the death of the Annuitant and a new
                 Annuitant may not be named.

1.14             Certificate Holder's Account - A record We establish for each
                 Certificate Holder to maintain values under a group Contract.

1.15             Certificate Holder's Account Value - The dollar value as of any
                 Valuation Period of all amounts accumulated in a Certificate
                 Holder's Account.

1.16             Contract - This agreement between the Group Contract Holder and
                 Us.

1.17             Dollar Cost Averaging - A program that permits the Certificate
                 Holder to systematically transfer amounts from any of the Funds
                 and the one-year guaranteed term of the AG Account to any of
                 the Funds. Dollar Cost Averaging is not available if the
                 Systematic Withdrawal Option is in effect.

1.18             Effective Date - The date a Certificate is issued to a
                 Certificate Holder.

1.19             Fund - One of the variable investment options which may be
                 selected by a Certificate Holder.

1.20             General Account - The General Account is made up of all of our
                 general assets other than those allocated to the separate
                 accounts.

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

1.22             Home Office - Our headquarters, located at 151 Farmington
                 Avenue, Hartford, CT 06156.

1.23             Market Value Adjustment - An adjustment that may apply to a
                 withdrawal made from the AG Account before the end of a
                 guaranteed term as stated in Section 7.10.

1.24             Net Purchase Payment - The Purchase Payment less premium taxes,
                 if applicable.

1.25             Purchase Payment - The gross payment accepted by Us and
                 allocated to the Certificate Holder's Account. We reserve the
                 right to refuse to accept any Purchase Payment at any time for
                 any reason.

                                       9
<PAGE>

1.26             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 Our other income, gains or losses. We own the
                 assets held in the Separate Account and are not a trustee as to
                 such amounts. The Separate Account generally is not guaranteed
                 and is held at market value. The name of the Separate Account
                 is shown on the Contract Schedule. The assets of the Separate
                 Account, to the extent of reserves and other Contract
                 liabilities of the Separate Account, will not be charged with
                 Our other liabilities.

1.27             Valuation Period - The period of time for which a Fund
                 determines its net asset value, usually from 4:15 p.m. Eastern
                 time each day the New York Stock Exchange is open until 4:15
                 p.m. the next such business day, or such other day that one or
                 more of the Funds determines its net asset value. The assets of
                 the Separate Account are not chargeable with the liabilities
                 arising out of any other business We may conduct.

1.28             Variable Annuity Contract - An Annuity Contract providing for
                 the accumulation of value and/or for Annuity payments which
                 vary in amount based on investment results.


Section 2.  General Provisions
- --------------------------------------------------------------------------------

2.01             The Contract - The entire Contract consists of this Contract
                 and any endorsements attached or subsequently issued.

2.02             Certificates - A Certificate is issued to each Certificate
                 Holder whose Purchase Payment(s) is accepted by Us. The
                 Certificate evidences a Certificate Holder's Account
                 established under the Contract. Certificates are not part of
                 the Contract.

2.03             Nonparticipating Contract - Neither the Group Contract Holder,
                 Certificate Holder nor any Beneficiary have a right to share in
                 our earnings.

2.04             Misstatements and Adjustments - If We learn that the age of any
                 Annuitant or second Annuitant is misstated, the correct age
                 will be used to adjust payments. We reserve the right to
                 request reimbursement or adjust future payments for any amount
                 overpaid. We will pay the amount of any underpayment.

2.05             Reports - We furnish each Certificate Holder with a report
                 showing the Certificate Holder's Account Value at least once
                 each calendar year. We also furnish an annual report of the
                 Separate Account.

2.06             Premium Taxes - Any premium taxes paid to any governmental
                 entity are charged against Purchase Payments or a Certificate
                 Holder's Account. We may, at our sole discretion, pay premium
                 taxes when due and deduct that amount from the Certificate
                 Holder's Account at a later date. Payment at an earlier date
                 does not waive any right We may have to deduct amounts at a
                 later date.

2.07             Protection of Proceeds - To the extent permitted by law, all
                 payments under this Contract to a Certificate Holder or
                 Beneficiary shall be free from legal process and the claim of
                 any creditor.

                                       10
<PAGE>

2.08             Evidence of Survival - The Company may require satisfactory
                 evidence of the continued survival of any person(s) on whose
                 life Annuity payments are based.

2.09             Proof of Age - The Company may require evidence of age of any
                 Annuitant under Annuity Options 2 and 3 and of the designated
                 second Annuitant under Annuity Option 3.

2.10             Change of Contract - Only our authorized officers may change
                 the terms of this Contract. We will notify the Group 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.

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

                 We reserve the right to change the terms of the Systematic
                 Withdrawal Option for future elections and discontinue the
                 availability of this option.

                 Any change to any of the following provisions under this
                 Contract will not apply to Certificate Holder's Accounts in
                 existence before the effective date of the change:

                 (a)    Net Purchase Payment (1.24)

                 (b)    AG Account Guaranteed Interest Rate (7.01)

                 (c)    Net Return Factor (6.05)

                 (d)    Certificate Holder's Account Value (1.15)

                 (e)    Deferred Sales Charge (8.04)

                 (f)    Annuity Unit Value (12.04)

                 (g)    Annuity Options (12.06)

                 (h)    Fixed Annuity Interest Rates (12.01)

                 (i)    Transfers (8.02).

                 Any change that affects the Annuity Option and the tables for
                 the Annuity Options may be made:

                 (a)    No earlier than twelve (12) months after the Effective
                        Date; and

                 (b)    No earlier than twelve (12) months after the effective
                        date of any prior change.

                 Any Certificate Holder's Account established on or after the
                 effective date of any change will be subject to the change. If
                 the Group Contract Holder does not agree to any change under
                 this provision, We reserve the right to not allow any new
                 Certificate Holder's Accounts to be established under this
                 Contract. This Contract may also be changed as deemed necessary
                 by Us to comply with federal or state law.


                                       11
<PAGE>

Section 3.  Ownership
- --------------------------------------------------------------------------------

3.01             Group Contract Holder - The Group Contract Holder has title to
                 the Contract. The Contract and any amounts accumulated
                 thereunder are not subject to the claims of the Group Contract
                 Holder nor any of its creditors.

3.02             Certificate Holder Rights - The Certificate Holder has all
                 interest and right to amounts held in his or her Certificate
                 Holder's Account. The Certificate Holder and any joint
                 Certificate Holder are named on the Specifications page. The
                 Certificate Holder and any joint Certificate Holder may
                 exercise all the rights under the Certificate Holder's Account,
                 subject to the rights of:

                 (a)   Any assignee under an assignment filed at our home
                       office; and

                 (b)   Any irrevocably named Beneficiary.

                 Upon the death of a Certificate Holder prior to the Annuity
                 Date, a spousal Beneficiary may elect to continue the
                 Certificate Holder's Account in his or her own name and retain
                 all ownership rights and privileges or take distribution of the
                 death benefit as defined in Section 10.

3.03             Transfer of Ownership - The Group Contract Holder may transfer
                 ownership of this Contract. A written request, dated and
                 signed, must be filed at our home office.

                 Any transfer of ownership terminates the interest of any
                 existing Group Contract Holder. It does not change the rights
                 of any Certificate Holder.

                 A Certificate Holder may transfer all of his or her rights
                 under the Contract. We reserve the right not to accept an
                 assignment or transfer to a nonnatural person. A written
                 request, dated and signed by the Certificate Holder and any
                 joint Certificate Holder, must be filed at our home office.
                 After the transfer is recorded, it will take effect as of the
                 date the request was signed. Any such transfer terminates the
                 interest of any existing Certificate Holder. It does not change
                 the Beneficiary, nor transfer the Beneficiary's interest. A
                 transfer will not affect any payments We may make or actions We
                 may take before such transfer has been recorded at our home
                 office.


Section 4.  Beneficiary Provisions
- --------------------------------------------------------------------------------

4.01             Beneficiary - The Certificate Holder may name a Beneficiary and
                 a contingent Beneficiary. At the death of the Certificate
                 Holder prior to the Annuity Date, the Beneficiary(ies) named in
                 our records will receive a death benefit as stated in Section
                 10. Upon the death of either joint Certificate Holder prior to
                 the Annuity Date, the surviving joint Certificate Holder, if
                 any, will be treated as the designated Beneficiary and any
                 other Beneficiary designation on record with Us at the time of
                 death is treated as a contingent Beneficiary. If the
                 Certificate Holder is a nonnatural person, the death benefit
                 will be paid at the death of the Annuitant.

                                       12
<PAGE>

4.02             Change of Beneficiary - The Certificate Holder may change the
                 Beneficiary. A written request, dated and signed by the
                 Certificate Holder, must be filed at our home office. If there
                 are joint Certificate Holders, both must sign the request.
                 After the change is recorded, it will take effect as of the
                 date the request was signed. If the request reaches our home
                 office and is recorded after the Certificate Holder dies, but
                 before any payment is made, the change is valid.

4.03             Death of Beneficiary - If all of the Beneficiaries and
                 contingent Beneficiaries die prior to the Certificate Holder's
                 death, We pay the death benefit in one sum to the Certificate
                 Holder's estate. If the Certificate Holder is a nonnatural
                 person, and all of the Beneficiaries and contingent
                 Beneficiaries die prior to the Annuitant's death, We will pay
                 the death benefit in one sum to the Certificate Holder.


Section 5. Purchase Payments
- --------------------------------------------------------------------------------

5.01             Purchase Payments - Subject to the maximum and minimum shown on
                 the Contract Schedule, the Certificate Holder may determine the
                 amount and frequency of Purchase Payments. We reserve the right
                 not to accept any Purchase Payment. We will declare from time
                 to time the acceptability of additional Purchase Payments.

5.02             Allocation of Purchase Payments - The Certificate Holder may
                 elect to have each Net Purchase Payment accumulate:

                 (a)    On a variable basis invested in shares of one or more
                        Funds in which the Separate Account invests;

                 (b)    For guaranteed terms offered in the current deposit
                        period(s) under the AG Account; or

                 (c)    In a combination of any of the available investment
                        options.

                 Net Purchase Payments must be allocated in whole percentages.
                 For subsequent Purchase Payments, if no allocation instructions
                 are received with the Purchase Payment, the allocation will be
                 as indicated in the most recent directive from the Certificate
                 Holder. If the same guaranteed term(s) are not available, the
                 next shortest will be used. If no shorter guaranteed term is
                 available, the next longer guaranteed term will be used.


Section 6.  Separate Account
- --------------------------------------------------------------------------------

6.01             General - The assets of the Separate Account, equal to the
                 reserves and other Contract liabilities that depend on the
                 investment performance of the Separate Account are not
                 chargeable with liabilities arising out of any other business
                 We may conduct. Income, gains or losses of the Separate
                 Account, realized or unrealized, are credited to or charged
                 against the assets of the Separate Account without regard to
                 Our other income, gains or losses.

                                       13
<PAGE>

6.02             Investment Allocations to the Separate Account - 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, We may cease to make such Fund shares available
                 for investment under the Contract prospectively, or We may
                 substitute shares of another Fund for shares already acquired.
                 We may also, from time to time, add additional Funds. Any
                 elimination, substitution or addition of Funds will be done in
                 accordance with applicable state and federal securities laws.
                 We reserve the right to substitute shares of another Fund for
                 shares already acquired without a proxy vote.

6.03             Valuation of Assets - The shares of the Funds will be valued at
                 their net asset value at the end of each Valuation Period.

6.04             Accumulation Unit - A Net Purchase Payment that is allocated to
                 one or more Funds is credited to the Certificate Holder's
                 Account as Accumulation Units. The number of Accumulation Units
                 credited is determined by dividing the applicable portion of
                 the Net Purchase Payment by the Accumulation Unit value for the
                 appropriate Fund. The Accumulation Unit value used is that
                 which is computed for the next Valuation Period after which the
                 Purchase Payment is received at our home office. Accumulation
                 Units attributable to the initial Purchase Payments will be
                 credited within two business days of acceptance.

                 Accumulation Unit values may increase or decrease from
                 Valuation Period to Valuation Period.

6.05             Net Return Factor for Each Valuation Period - The value of an
                 Accumulation Unit for any Valuation Period is calculated by
                 multiplying the Accumulation Unit value for the immediately
                 preceding Valuation Period by the net return factor of the
                 appropriate Fund for the current period.

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

                 The net return rate equals:

                 (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 Funds(s) Accumulation Units and
                        Fund(s) Annuity Units of the Separate Account at the
                        start of the Valuation Period; minus

                 (e)    A daily actuarial charge as shown on the Contract
                        Schedule for Annuity mortality and expense risks and
                        profit and a daily administrative charge.

                 The net return rate may be more or less than zero (0) percent.

                 The value of a share of the Fund is equal to the net assets of
                 the Fund divided by the number of shares outstanding.

                                       14
<PAGE>

6.06             Administrative Charge - We deduct an administrative charge
                 equal, on an annual basis, to the amount shown on the Contract
                 Schedule.

6.07             Mortality Risk Charge - We deduct a mortality risk charge
                 equal, on an annual basis, to the amount shown on the Contract
                 Schedule.

6.08             Expense Risk Charge - We deduct an expense risk charge equal,
                 on an annual basis, to the amount shown on the Contract
                 Schedule.

6.09             Mortality and Expense Guarantee - We guarantee that the dollar
                 amount of each Annuity payment after the first will not be
                 affected by variations in mortality or expense experience.


Section 7. AG Account
- --------------------------------------------------------------------------------

7.01             AG Account Guaranteed Interest Rate - All amounts allocated to
                 the AG Account earn a rate of interest that is guaranteed for a
                 specified period of time. The rate will be credited daily and
                 will never be less than the minimum guaranteed interest rate
                 shown on the Contract Schedule. We determine the rate and it is
                 not based on investment experience.

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

7.02             Deposit Period - A calendar week, a calendar month, a calendar
                 quarter, or any other period of time We specify during which
                 Net Purchase Payment(s), transfers and reinvestments are
                 accepted into the AG Account for one or more guaranteed terms.
                 We reserve the right to extend the deposit period.

7.03             Guaranteed Term - The period of time for which AG Account
                 guaranteed interest rates are guaranteed on Net Purchase
                 Payments. Transfers and reinvestments are 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, if any, are offered
                 at our discretion for various lengths of time ranging up to and
                 including ten years.

                 During a deposit period, We may make available any number of
                 guaranteed terms. The Certificate Holder may allocate Net
                 Purchase Payments and transfers into any or all of the
                 available guaranteed terms.

7.04             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.

7.05             Maturity Date - The last day of a guaranteed term.

                                       15
<PAGE>

7.06             Allocation of Net Purchase Payments to the AG Account - When
                 the Certificate Holder wishes to allocate all or any portion of
                 a Net Purchase Payment to the Guaranteed Account, he or she
                 must tell Us the percentage to apply to one or more of the AG
                 Account guaranteed term(s) available during the current deposit
                 period. If no allocation instructions are received, a Net
                 Purchase Payment is allocated as indicated in the most recent
                 directive from the Certificate Holder. If the same guaranteed
                 term is not available for any amount allocated to the AG
                 Account, We will allocate the amount to the next shortest
                 guaranteed term available. If no shorter guaranteed term is
                 available, We will allocate it to the next longest guaranteed
                 term.

7.07             AG Account Guaranteed Term Maturity Date and Maturity Value -
                 On the maturity date, the value of the total of all amounts
                 allocated to that guaranteed term is called the maturity value.

                 When Certificate Holders have assets in the AG Account, at
                 least eighteen (18) days before a maturity date, We notify them
                 of the:

                 (a)    Projected maturity value; and

                 (b)    Guaranteed terms and the applicable guaranteed interest
                        rates available during the current deposit period.

                 When no allocation instructions are received and the assets in
                 a guaranteed term have been reinvested by Us in another
                 guaranteed term on the maturity date, the Certificate Holder
                 may transfer or withdraw, during the month following the
                 maturity date, the reinvested amount with interest earned (as
                 of the date the request is received at our home office) without
                 incurring a Market Value Adjustment. This transaction is
                 allowed only once for each maturity date, regardless of whether
                 the transfer or withdrawal is partial or full.

7.08             Withdrawals and Transfers from the AG Account - When the
                 Certificate Holder requests a withdrawal or transfer from the
                 AG Account, if instructions are not provided by the Certificate
                 Holder, amounts are withdrawn on a pro rata basis from the
                 guaranteed term(s) groups in which the Certificate Holder's
                 Account is currently invested. Within a guaranteed term group,
                 the amount to be withdrawn will be withdrawn first from the
                 oldest deposit period. Withdrawals or transfers from an AG
                 Account guaranteed term before the maturity date are subject to
                 a Market Value Adjustment, except for:

                 (a)    A one month period following the maturity date described
                        in 7.07;

                 (b)    Transfers under the Dollar Cost Averaging program; and

                 (c)    Withdrawals under the Systematic Withdrawal Option
                        described in Section 8.07.

                 Only a positive Market Value Adjustment will apply to amounts
                 transferred from the AG Account when the Certificate Holder
                 elects Annuity Option 2 or 3.

                                       16
<PAGE>

7.09             Reinvestment - We will mail a notice to the Certificate Holder
                 before a guaranteed term's maturity date. This notice will
                 contain the guaranteed terms available during the current
                 deposit periods with their guaranteed interest rate(s) and
                 projected maturity value. If no specific direction is given by
                 the Certificate Holder prior to the maturity date, each
                 maturity 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. We will mail a confirmation
                 statement to the Certificate Holder after the maturity date.
                 This notice will state the guaranteed term and guaranteed
                 interest rate(s) which will apply to the reinvested matured
                 term value.

7.10             AG Account Market Value Adjustment (Factor) - The Market Value
                 Adjustment factor (MVA factor) reflects any change in interest
                 rates from the time assets are allocated to the AG Account to
                 the time they are transferred or withdrawn. Except as noted in
                 Section 7.09, 10.02 and 12.01, an MVA factor is applied to any
                 amount withdrawn or transferred from the AG Account before the
                 end of a guaranteed term.

                 The amount withdrawn from the AG Account is multiplied by the
                 MVA factor which is calculated as follows:

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

                 Determination of MVA factor parameters:

                 A yield is computed at the close of the last business day of
                 each week of the deposit period. The yield will equal the
                 average of the yields on U.S. Treasury Notes which matured
                 during the last three months of the applicable guaranteed term.

                 The deposit period yield is the average of those yields for the
                 deposit period. If withdrawal is made prior to 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.

                                       17
<PAGE>

                 If no U.S. Treasury Notes matured during the last three months
                 of the guaranteed term, We reserve the right to use the average
                 of the yields on U.S. Treasury Notes that mature during a
                 following quarter.

Section 8.    Certificate Holder's Account Value; Transfers and Withdrawals
              During the Accumulation Period
- --------------------------------------------------------------------------------

8.01             Certificate Holder's Account Value - The value of a Certificate
                 Holder's Account is determined by adding the value of the total
                 of Accumulation Units attributed to the selected Fund(s) to the
                 value of any amounts attributed to the AG Account.

8.02             Transfers, During the Accumulation Period - Before the Annuity
                 Date, the Certificate Holder may transfer from any Fund or
                 guaranteed term of the AG Account to:

                 (a)    Any other Fund; or

                 (b)    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. We may establish a minimum transfer amount.
                 Within a guaranteed term group, the amount transferred is
                 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 is shown on the Contract Schedule. Transfers
                 in excess of that number may be subject to the transfer charge
                 shown on the Contract Schedule. Transfers under the Dollar Cost
                 Averaging program do not count toward the annual limit.
                 Transfers of a matured term value from the AG Account on or
                 within one calendar month after a guaranteed term's maturity
                 date do not count against the annual transfer limit.

                 Amounts applied to guaranteed terms of the AG Account may not
                 be transferred to the Funds or to another guaranteed term
                 during the deposit period or for 90 days after the close of the
                 deposit period except for (1) matured term value(s) during the
                 calendar month following the guaranteed term's maturity date;
                 (2) amounts applied to an annuity option; (3) transfers from
                 the one-year guaranteed term under the Dollar Cost Averaging
                 program; and (4) amounts distributed under the Systematic
                 Withdrawal Option.

                 Except as noted in Section 7.09, 10.02 and 12.01, transfers
                 from guaranteed terms of the AG Account before the Maturity
                 Date are subject to a Market Value Adjustment.

8.03             Withdrawals During the Accumulation Period - The Certificate
                 Holder may withdraw all or a portion of the Certificate
                 Holder's Account Value during the Accumulation Period by
                 properly completing a withdrawal request form. Withdrawal
                 requests can be submitted as a percentage or as a specific
                 dollar amount. Net Purchase Payment amounts are withdrawn
                 first, and then the excess value, if any. For any partial
                 withdrawal, if instructions are not provided by the Certificate
                 Holder, amounts are withdrawn on a pro rata basis from the
                 Fund(s), and/or the guaranteed term(s) groups in which the
                 Certificate Holder's Account is currently invested. Within a
                 guaranteed term group, the amount to be withdrawn will be
                 withdrawn first from the oldest deposit period, then from the
                 next oldest, and so on until the amount requested is satisfied.

                                       18
<PAGE>

                 After deduction of the maintenance charge, if applicable, the
                 withdrawn amount shall be reduced by the applicable deferred
                 sales charge and any applicable premium taxes.

8.04             Deferred Sales Charge - The deferred sales charge only applies
                 to the portion of the amount withdrawn attributable to Net
                 Purchase Payment(s) and varies according to the elapsed time
                 since receipt of the Purchase Payment. The deferred sales
                 charge is shown on the Contract Schedule.

8.05             Waiver of Deferred Sales Charge - No deferred sales charge is
                 deducted when a Certificate Holder's Account Value is paid:

                 (a)    To a Beneficiary as a death benefit, except for Purchase
                        Payments made by a surviving joint Certificate Holder as
                        described in Section 10.02(b);

                 (b)    As a premium for an Annuity Option;

                 (c)    At least the number of months, as shown on the Contract
                        Schedule, after the date of the first Purchase Payment
                        and in an amount equal to or less than the percentage of
                        the Certificate Holder's Account Value as shown on the
                        Contract Schedule. This applies to the first withdrawal
                        request, partial or full, in a calendar year. The
                        Certificate Holder's Account Value is calculated as of
                        the date the withdrawal request is received in good
                        order at our home office. This waiver is not available
                        to the Certificate Holder while a SWO is in effect;

                 (d)    For a full withdrawal where the Certificate Holder's
                        Account Value does not exceed the amount shown on the
                        Contract Schedule and no withdrawals have been taken
                        from the Certificate Holder's Account within the prior
                        12 months;

                 (e)    For a distribution made by Us under Section 8.06; or

                 (f)    For a distribution which is part of a SWO under Section
                        8.07.

                 We reserve the right to allow the proceeds of a total
                 withdrawal to be reinstated under the terms and conditions as
                 established by Us from time to time.

8.06             Payment of Adjusted Certificate Holder Account Value - Upon 90
                 day's written notice to the Certificate Holder, We will
                 terminate any Certificate Holder's Account if the Certificate
                 Holder's Account Value becomes less than $1,500 immediately
                 following any partial withdrawal. We do not intend to exercise
                 this right in cases where the Certificate Holder's Account
                 Value is reduced to $1,500 or less solely due to investment
                 performance. When We make a distribution pursuant to this
                 provision, the deferred sales charge will not be deducted.

8.07             Systematic Withdrawal Option (SWO) - We will allow the
                 Certificate Holder to establish a schedule of withdrawals to be
                 made automatically from the Certificate Holder's Account Value.
                 All distributed amounts will be withdrawn on a pro rata basis
                 from the Fund(s) and/or the guaranteed term(s) groups of the AG
                 Account in which the Certificate Holder's Account is invested.

                                       19
<PAGE>

                 The Certificate Holder must elect one of the following SWO
                 methods:

                 (a)    Specified Payment: Payments of a designated dollar
                        amount. The annual amount may not be greater than the
                        percentage of the Certificate Holder's Account Value at
                        time of the election as shown on the Contract Schedule.
                        This annual dollar amount will remain constant. At our
                        discretion, We may require a minimum payment amount; or

                 (b)    Specified Period: Payments which are made over a period
                        of time which must be at least the minimum period as
                        shown on the Contract Schedule. The annual amount paid
                        each year is calculated by dividing the Certificate
                        Holder's Account Value as of December 31 of the prior
                        year by the number of payment years remaining; or

                 (c)    Specified Percentage: Payment of a designated percentage
                        which cannot be greater than the percentage of the
                        Certificate Holder's Account Value at the time of
                        election as shown on the Contract Schedule. The
                        percentage may be changed by written request. We reserve
                        the right to limit the number of times the percentage
                        may be changed. The annual amount is calculated by
                        multiplying the Certificate Holder's Account Value as of
                        December 31 of the year prior to the payment by the
                        designated percentage.

                 SWO payments will cease at the Certificate Holder's death (or
                 if the Certificate Holder is a nonnatural person, at the death
                 of the Annuitant). A beneficiary may elect to continue SWO as
                 provided in Section 10.01.

                 In our discretion, We may require a minimum initial Certificate
                 Holder's Account Value for election of this option. SWO may be
                 elected by submitting a completed and signed election form to
                 Us. Once elected, this option may be revoked by submitting a
                 written request to Us. SWO may be elected only once by the
                 Certificate Holder or by a spousal Beneficiary.

                 Certificate Holders should consult their tax adviser prior to
                 requesting this distribution option. We are not responsible for
                 any adverse tax consequences due to a Certificate Holder's
                 receiving SWO payments. A ten (10) percent penalty tax may
                 apply to distributions to a Certificate Holder who has not
                 reached age 59-1/2. Upon death of the Certificate Holder, any
                 payments will be made under the terms of Section 10.

                 Dollar Cost Averaging is not available to Certificate Holders
                 who have elected SWO.

                                       20
<PAGE>

Section 9.  Maintenance Charge
- --------------------------------------------------------------------------------

9.01             Maintenance Charge - We will deduct an annual maintenance
                 charge as shown in the Contract Schedule from the Certificate
                 Holder's Account during the Accumulation Period. We will deduct
                 the maintenance charge on the anniversary of the Effective Date
                 of the Certificate for the Certificate Holder's Account. This
                 maintenance charge is also deducted upon withdrawal of the
                 entire Adjusted Certificate Holder's Account. The maintenance
                 charge is deducted proportionately from each investment option
                 used.


Section 10.  Proceeds Payable on Death
- --------------------------------------------------------------------------------

10.01            Death of the Certificate Holder Prior to the Annuity Date - In
                 the event of the death of the Certificate Holder or a joint
                 Certificate Holder prior to the Annuity Date, a death benefit
                 is payable to the Beneficiary(ies) designated by the
                 Certificate Holder. Upon the death of a joint Certificate
                 Holder, the surviving joint Certificate Holder, if any, will be
                 treated as the designated Beneficiary. Any other Beneficiary
                 designation on record with Us at the time of death will be
                 treated as a contingent Beneficiary. If the Certificate Holder
                 is a nonnatural person, the death benefit will be payable to
                 the Beneficiary(ies) at the death of the Annuitant.

                 A Beneficiary may request We pay the death benefit under one of
                 the methods described in Section 10.03. If the Beneficiary is
                 the spouse of the Certificate Holder, or the spouse of the
                 Annuitant if the Certificate Holder is a nonnatural person, he
                 or she may elect to continue the Certificate Holder's Account
                 in his or her own name and exercise all the Certificate
                 Holder's rights under the Contract.

10.02            Death Benefit Amount Prior to the Annuity Date -

                 (a)    Except as set forth below, the amount of the guaranteed
                        death benefit value is equal to the greater of:

                        (i)    The Certificate Holder's Account Value at the end
                               of the Valuation Period during which We receive
                               at our home office due proof of death and
                               election of the type of payment to be made; or

                        (ii)   The death benefit determined as of the Valuation
                               Period corresponding to the date of death.

                               Until the first Effective Date anniversary, the
                               death benefit is equal to the Purchase Payments
                               made by the Certificate Holder prior to the
                               Effective Date anniversary less any withdrawals
                               and any amounts applied to an Annuity Option.

                               For each Certificate year thereafter, the death
                               benefit during the Certificate year equals the
                               death benefit at the beginning of the Certificate
                               year plus Purchase Payments made during the year
                               less any withdrawals and any amounts applied to
                               an Annuity Option.

                                       21
<PAGE>

                               On each Effective Date anniversary, the death
                               benefit is determined as follows:

                               (A)   The death benefit on the previous Effective
                                     Date anniversary increased by the death
                                     benefit factor shown on the Contract
                                     Schedule; plus
                               (B)   Purchase Payments made by the Certificate
                                     Holder during the Certificate year
                                     increased by the death benefit factor shown
                                     on the Contract Schedule for the portion of
                                     the year since the Purchase Payment was
                                     made; less
                               (C)   Any withdrawals or amounts applied to an
                                     Annuity Option during the Certificate year
                                     increased by the death benefit factor shown
                                     on the Contract Schedule for the portion of
                                     the Certificate year since the withdrawal
                                     or election of Annuity option; or

                        (iii)  The Certificate Holder's Account Value on the
                               most recent seventh year anniversary of the
                               Effective Date plus any Purchase Payments made
                               after such Effective Date anniversary less any
                               withdrawals and any amounts applied to an Annuity
                               Option.

                        Notwithstanding the foregoing, the death benefit under
                        (ii) or (iii) will not exceed the death benefit maximum
                        amount shown on the Contract Schedule.

                        The death benefit calculation described in (ii) and
                        (iii) above, applies until the Certificate Holder
                        reaches the death benefit maximum age shown on the
                        Contract Schedule. If the Certificate Holder is a
                        nonnatural person, death provisions will be based on the
                        age of the Annuitant. Thereafter, the death benefit is
                        only adjusted for Purchase Payments, withdrawals and
                        amounts applied to Annuity Options. If the Certificate
                        Holder reaches the death benefit maximum age shown on
                        the Contract Schedule prior to the seventh anniversary
                        of the Effective Date, the death benefit will be the
                        greater of (i) or (ii) above.

                        The excess, if any, of the guaranteed death benefit
                        value over the Certificate Holder's Account Value is
                        determined when we receive at our home office due proof
                        of death and allocated to the Fund shown on the Contract
                        Schedule. The Certificate Holder's Account Value plus
                        any excess amount deposited becomes the Certificate
                        Holder's Account Value.

                 (b)    In the case of a spousal Beneficiary who continued the
                        Certificate Holder's Account in his or her own name, the
                        death benefit shall be equal to the Adjusted Current
                        Value less any applicable deferred sales charge on any
                        Purchase Payment made after We have received at our home
                        office due proof of death of the joint Certificate
                        Holder (or Annuitant, if applicable).

                 When the Beneficiary withdraws or transfers all or any portion
                 of the death benefit in the AG Account within six months after
                 the date of death, the amount withdrawn or transferred from the
                 AG Account will be the greater of:

                 (1)    The aggregate Market Value Adjustment amount (the amount
                        resulting from the application of relevant Market Value
                        Adjustment factors); or

                 (2)    The applicable portion of Certificate Holder's Account
                        Value in the AG Account.

                                       22
<PAGE>

                 After the six-month period, when the Beneficiary withdraws or
                 transfers all or any portion of the death benefit in the AG
                 Account, the amount will be equal to the aggregate Market Value
                 Adjustment amount. Only a positive market value adjustment will
                 apply, however, to amounts transferred from the AG Account when
                 the Beneficiary elects Annuity Option 2 or 3.

                 At the death of a spousal Beneficiary who continued the
                 Certificate Holder's Account in his or her own name, when the
                 Beneficiary withdraws or transfers all or any portion of the
                 death benefit in the AG Account, the amount will be equal to
                 the Aggregate Market Value Adjustment amount.

10.03            Death Benefit Payment Methods - A non-spousal Beneficiary must
                 elect the death benefit to be paid under one of the following
                 methods in the event of the death of the Certificate Holder
                 prior to the Annuity Date:

                 Method 1 - Lump sum payment of the death benefit; or

                 Method 2 - The payment of the entire death benefit within five
                 years of the date of the Certificate Holder's death; or

                 Method 3 - Payment of the death benefit over the lifetime of
                 the designated Beneficiary or over a period not extending
                 beyond the life expectancy of the designated Beneficiary with
                 distribution beginning within one year of the date of death of
                 the Certificate Holder.

                 Any portion of the death benefit not applied under Method 3
                 within one year of the date of Certificate Holder's death, or
                 the death of the Annuitant if the Certificate Holder is a
                 nonnatural person, must be distributed within five years of the
                 date of death.

                 A spousal Beneficiary may elect to continue the Certificate
                 Holder's Account in his or her name, elect a lump sum payment
                 of the death benefit, or apply the Adjusted Certificate
                 Holder's Account Value to an Annuity Option.

10.04            Death of Certificate Holder On or After the Annuity Date - If
                 the Certificate Holder who is not the Annuitant, dies on or
                 after the Annuity Date, the remaining payments under the
                 Annuity Option elected will be made to the Beneficiary at least
                 as rapidly as under the method of distribution in effect at the
                 Certificate Holder's death.

10.05            Death of the Annuitant - If the Annuitant, who is not a
                 Certificate Holder, dies on or before the Annuity Date, a new
                 Annuitant may be named. If no Annuitant is named, the
                 Certificate Holder will be the Annuitant. If the Certificate
                 Holder is a nonnatural person, the death benefit will be paid
                 at the death of the Annuitant and no new Annuitant may be
                 named. If the Annuitant dies after the Annuity Date, the death
                 benefit, if any, will be payable to the Beneficiary as
                 specified in the Annuity Option elected. We will require proof
                 of the Annuitant's death. Death benefits will be paid at least
                 as rapidly as under the method of distribution in effect at the
                 Annuitant's death.

                                       23
<PAGE>


Section 11.  Delay of Payments
- --------------------------------------------------------------------------------

11.01            Delay of Payments - We will make any payments under this
                 Contract within seven days after a request is received in good
                 order. We reserve the right to suspend or postpone any type of
                 payment from the Separate Account for any period when:

                 (a)    The New York Stock Exchange is closed for other than
                        customary weekend and holiday closings;

                 (b)    Trading on the Exchange is restricted;

                 (c)    An emergency exists as a result of which it is not
                        reasonably practicable to dispose of securities held in
                        the Separate Account or determine their value; or

                 (d)    The Securities and Exchange Commission so permits delay
                        for the protection of security holders.

                 The applicable rules of the Securities and Exchange Commission
                 will govern as to whether the conditions in (b) or (c) exist.

                 We also reserve the right to delay any type of payment from the
                 AG Account for up to six months.


Section 12.  Annuity Provisions
- --------------------------------------------------------------------------------

12.01            Designation of Annuitant - The Certificate Holder and the
                 Annuitant need not be the same person. The Certificate Holder
                 names the Annuitant and during the Accumulation Period, may
                 change the designated Annuitant. We change the Annuitant when
                 We receive a written request in good order at our home office.
                 We will not change the Annuitant when Annuity payments have
                 commenced.

                 The Certificate Holder elects an Annuity Option by telling Us
                 to use all or any portion of the Certificate Holder's Account
                 Value (minus any applicable premium taxes if not previously
                 deducted) to purchase Annuity payments under an Annuity Option.
                 If the Certificate Holder elects Annuity Option 1, the amount
                 applied to purchase Annuity payments will be equal to the
                 Adjusted Certificate Holder's Account Value. If the Certificate
                 Holder elects Annuity Option 2 or 3, the amount applied to
                 purchase Annuity payments will be the greater of:

                 (1)    The Adjusted Certificate Holder's Account Value; or

                 (2)    The Certificate Holder's Account Value.

                 When an Annuity Option is chosen the Certificate Holder must
                 designate a:

                 (a)    Fixed Annuity using the General Account;

                 (b)    Variable Annuity using any of the Funds available during
                        the Annuity Period; or

                 (c)    Combination of (a) and (b).

                 If a fixed Annuity is chosen, We will calculate the amount
                 using an interest assumption no less than the percentage
                 specified on the Contract Schedule. We may calculate the amount
                 using a higher interest rate.


                                       24
<PAGE>


                 If a variable Annuity is chosen, an Assumed Annual Net Return
                 Rate of 5% may be chosen. If not chosen, We will use an Assumed
                 Annual Net Return Rate of 3.5%

                 Payments are made on a monthly basis to the Certificate Holder
                 unless the Certificate Holder requests a different mode of
                 payment.

                 Once elected, an Annuity Option may not be revoked, except for
                 Option 1 when elected on a variable basis.

12.02            Terms of Annuity Options - The minimum first payment amount
                 must be at least $50 per month and at least $250 per year.

                 If the Certificate Holder elects a fixed Annuity and We
                 determine that the Certificate Holder would receive larger
                 payments by applying the Certificate Holder's Account Value,
                 reduced by the deferred sales charge, to a single premium
                 immediate Annuity currently offered by Us, We will make the
                 larger payments.

                 We determine the first payment of a variable Annuity, or the
                 payment amount of a fixed Annuity, using the Annuitant's (and
                 second Annuitant's if applicable) adjusted age which We
                 calculate as follows:

                 (a)    If Annuity payments begin any time between July 1, 1992
                        and December 31, 1999, the adjusted age is the
                        Annuitant's age as of the birthday closest in time to
                        the Annuity Date reduced by one (1) year.

                 (b)    If the Annuity begins any time between January 1, 2000
                        and December 31, 2009, the adjusted age is the
                        Annuitant's age as of the birthday closest in time to
                        the Annuity Date reduced by two (2) years.
                 (c)    For each succeeding decade, the adjusted age is the
                        Annuitant's age as determined in (b), reduced by one
                        additional year.

                 The Annuity rates for Options 2 and 3 are based on mortality
                 from 1983 Table A.

                 Assumed Annual Net Return Rate is the interest rate used to
                 determine the amount of the first Annuity payment under a
                 variable Annuity. 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.

                                       25
<PAGE>

                 The Certificate Holder must give written notice to Us at least
                 30 days before the Annuity payments begin, electing or
                 changing:

                 (a)    The date on which Annuity payments are to begin;

                 (b)    The Annuity Option;

                 (c)    Whether the payments are to be made monthly, quarterly,
                        semiannually or annually;

                 (d)    The investment options used to provide Annuity payments.

                 The first Annuity payment may not be earlier than one (1)
                 calendar year after the initial Purchase Payment, nor later
                 than the later of the:

                 (a)    First day of the month following the Annuitant's
                        birthday shown on the Contract Schedule; or

                 (b)    Tenth anniversary of the last Purchase Payment. In lieu
                        of the election of an Annuity, the Certificate Holder
                        may request a lump sum payment.

12.03            Annuity Unit - The number of Annuity Units per Fund is based on
                 the amount of the first variable Annuity payment which is equal
                 to:

                 (a)    The portion of the Certificate Holder's Account Value
                        (minus any premium taxes) applied to pay a variable
                        Annuity; divided by,

                 (b)    1000; multiplied by,

                 (c)    The payment rate for the Annuity Option chosen.

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

12.04            Annuity Unit Value - For any Valuation Period, a Fund's Annuity
                 Unit value is equal to:

                 (a)    The value for the previous Valuation Period; multiplied
                        by,

                 (b)    The Annuity Net Return Factor for the Valuation Period;
                        multiplied by,

                 (c)    A daily factor to reflect the Assumed Annual Net Return
                        Rate (the factor for 3.5% per year is .9999058; for 5%
                        per year it is .9998663).

                 The dollar value of a Fund(s) Annuity Unit values and payments
                 may go up or down due to investment gain or loss.

12.05            Annuity Net Return Factor - The Annuity net return factor is
                 used to compute all Separate Account Annuity payments for any
                 Fund.

                                       26
<PAGE>

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

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

                 (b)    The value of the shares of the Fund held by the Separate
                        Account at the start of the Valuation Period; plus or
                        minus,

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

                 (d)    The total value of the Fund(s) Accumulation Units and
                        Fund(s) Annuity Units of the Separate Account at the
                        start of the Valuation Period; minus,

                 (e)    A daily actuarial charge as shown of the Contract
                        Schedule for Annuity mortality and expense risks and
                        profit and a daily administrative charge which will not
                        exceed the administrative charge as shown on the
                        Contract Schedule.


                 The net return rate may be more or less than zero (0) percent.

                 The value of a share of the Fund is equal to the net assets of
                 the Fund divided by the number of shares outstanding.

12.06            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 Annuity Option are made under a variable
                 Annuity, the present value of any remaining payments may be
                 withdrawn at any time. Option 2 - Life Income - An Annuity will
                 be paid for the life of the Annuitant. If also chosen, We 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 Annuity Option is chosen, a choice must be
                 made of:

                 (a)    100% of the payment to continue after the first death;

                 (b)    66-2/3% of the payment to continue after the first
                        death;

                 (c)    50% of the payment to continue after the first death;

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

                 (e)    100% of the payment to continue at the death of the
                        second Annuitant and 50% of the payment to continue at
                        the death of the Annuitant.

                 We may make other options available as allowed by law.


                                       27
<PAGE>


                                    OPTION 1

                      Payments for a Stated Period of Time

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

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


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                    Guaranteed           Monthly             Quarterly         Semi-Annual              Annual
    Years              Rate              Payment              Payment            Payment               Payment
- -------------------------------------------------------------------------------------------------------------------
     <S>             <C>                    <C>               <C>                <C>                   <C>
      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
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       28
<PAGE>


                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

<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.

                                       29
<PAGE>



                                    OPTION 3

                           Life Income for Two Payees

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

               (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.


                                       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 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.


                                       31
<PAGE>


                                    OPTION 1

                      Payments for a Stated Period of Time

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

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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                    Guaranteed           Monthly             Quarterly         Semi-Annual              Annual
    Years              Rate              Payment              Payment            Payment               Payment
- -------------------------------------------------------------------------------------------------------------------
      <S>              <C>                  <C>               <C>                  <C>                <C>
      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
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       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 5.0%

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                    Guaranteed           Monthly             Quarterly         Semi-Annual              Annual
    Years              Rate              Payment              Payment            Payment               Payment
- -------------------------------------------------------------------------------------------------------------------
     <S>               <C>                  <C>               <C>                <C>                 <C>
      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
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       33
<PAGE>


                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
   Adjusted              None                    60                    120                    180                    240
    Age of       -------------------------------------------------------------------------------------------------------------------
   Annuitant       Male       Female      Male      Female       Male      Female       Male      Female      Male       Female
- ------------------------------------------------------------------------------------------------------------------------------------
      <S>        <C>        <C>         <C>        <C>        <C>         <C>        <C>         <C>        <C>         <C>
      50         $ 4.56     $ 4.20      $ 4.55     $ 4.19     $ 4.51      $ 4.18     $ 4.45      $ 4.15     $ 4.36      $ 4.11
      51           4.64       4.26        4.62       4.25       4.58        4.24       4.51        4.21       4.42        4.16
      52           4.72       4.32        4.70       4.32       4.66        4.30       4.58        4.26       4.48        4.21
      53           4.80       4.39        4.79       4.38       4.74        4.36       4.65        4.32       4.53        4.27
      54           4.89       4.46        4.87       4.46       4.82        4.43       4.73        4.39       4.59        4.32

      55           4.99       4.54        4.97       4.53       4.91        4.50       4.80        4.46       4.65        4.38
      56           5.09       4.62        5.07       4.61       5.00        4.58       4.88        4.53       4.72        4.44
      57           5.20       4.71        5.17       4.70       5.10        4.66       4.96        4.60       4.78        4.50
      58           5.32       4.80        5.29       4.79       5.20        4.75       5.05        4.68       4.84        4.57
      59           5.44       4.90        5.41       4.88       5.31        4.84       5.14        4.76       4.91        4.63

      60           5.57       5.00        5.53       4.99       5.42        4.93       5.23        4.84       4.97        4.70
      61           5.71       5.11        5.67       5.09       5.54        5.03       5.32        4.93       5.03        4.77
      62           5.86       5.23        5.81       5.21       5.66        5.14       5.42        5.02       5.09        4.84
      63           6.02       5.36        5.97       5.33       5.79        5.25       5.51        5.11       5.16        4.91
      64           6.20       5.49        6.13       5.46       5.93        5.37       5.61        5.21       5.21        4.98

      65           6.38       5.64        6.31       5.60       6.07        5.49       5.71        5.31       5.27        5.05
      66           6.58       5.79        6.49       5.75       6.22        5.63       5.81        5.41       5.32        5.12
      67           6.79       5.95        6.69       5.91       6.38        5.76       5.91        5.52       5.38        5.18
      68           7.02       6.13        6.89       6.08       6.53        5.91       6.01        5.63       5.42        5.25
      69           7.26       6.32        7.11       6.26       6.70        6.06       6.11        5.74       5.47        5.31

      70           7.52       6.53        7.35       6.45       6.86        6.23       6.20        5.85       5.51        5.37
      71           7.80       6.75        7.59       6.66       7.03        6.39       6.29        5.96       5.54        5.42
      72           8.09       6.99        7.85       6.89       7.21        6.57       6.38        6.07       5.57        5.47
      73           8.41       7.26        8.12       7.13       7.38        6.75       6.46        6.17       5.60        5.51
      74           8.75       7.54        8.41       7.39       7.55        6.94       6.53        6.28       5.63        5.55

      75           9.12       7.85        8.71       7.66       7.73        7.13       6.61        6.38       5.65        5.59
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       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 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


                                       35
<PAGE>




            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 the Second Annuitant is Male)

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
           Adjusted Ages
- -------------------------------------
                        Second
    Annuitant          Annuitant         Option 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
                                 P.O. Box 30670
                        Hartford, Connecticut 06150-0670
                                 (800) 531-4547


             Group Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating



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




                                       41



                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract and Certificate are endorsed as follows.

1.     On the Contract Schedule, under Separate Account and AG Account, delete
       Transfers and replace it with the following.

       Transfers:

       We allow an unlimited number of transfers during the Accumulation Period.
       Each calendar year, [12] transfers are free of charge. We reserve the
       right to impose a transfer charge of up to [$10] for each subsequent
       transfer.

       When a variable Annuity has been elected, [four] free transfers per
       calendar year are allowed among the Funds available during the Annuity
       Period. We reserve the right to allow additional transfers.

2.     On the Contract Schedule, delete Systematic Withdrawal Option.

3.     Delete Section 1.17, Dollar Cost Averaging, and replace it with the
       following.

       1.17  Dollar Cost Averaging

       A program that permits the Certificate Holder to systematically transfer
       amounts from any of the Funds or an available AG Account guaranteed term
       to any of the Funds. We reserve the right to establish terms and
       conditions governing Dollar Cost Averaging. Dollar Cost Averaging is not
       available if an SDO is in effect.

4.     Delete the third paragraph under Section 2.10, Change of Contract.

5.     Delete the second sentence in Section 3.02, Certificate Holder Rights,
       and replace it with the following:

       The Certificate Holder and any joint Certificate Holder are named on the
       Specifications page of the Certificate.

6.     Delete Section 5.02, Allocation of Purchase Payments, and replace it with
       the following.

       5.02  Allocation of Purchase Payments

       Each Net Purchase Payment will be allocated, as directed by the
       Certificate Holder, and subject to terms and conditions We specify, among
       any available:

       (a)    Funds in which the Separate Account invests;

       (b)    AG Account guaranteed terms.


                                       1
<PAGE>

       For each Net Purchase Payment, the Certificate Holder shall tell Us the
       percentage of each Net Purchase Payment to allocate to any AG Account
       guaranteed term made available subject to terms and conditions We
       specify, and/or each Fund. Unless different instructions are received for
       any subsequent Net Purchase Payment, the allocation will be the same as
       for the most recent directive from the Certificate Holder. If the same
       guaranteed term(s) are not available, the next shortest will be used. If
       no shorter guaranteed term is available, the next longer term will be
       used.

7.     Delete Section 7.02, Deposit Period, and replace it with the following.

       7.02  Deposit Period

       A day, a calendar week, a calendar month, a calendar quarter, or any
       other period of time We specify during which Net Purchase Payment(s),
       transfers and/or reinvestments may be allocated to one or more AG Account
       guaranteed terms. We reserve the right to shorten or to extend the
       deposit period. During a deposit period, We may offer any number of
       guaranteed terms and more than one guaranteed term of the same duration
       may be offered.

8.     Delete Section 7.03, Guaranteed Term, and replace it with the following.

       7.03  Guaranteed Term

       The period of time We specify for which a specific guaranteed rate(s) are
       offered on amounts invested during a specific deposit period. Guaranteed
       terms are made available subject to Our terms and conditions, including,
       but not limited to, Our right to restrict allocations to new Net Purchase
       Payments (such as by prohibiting transfers into a particular guaranteed
       term from any other guaranteed term or from any of the Funds, or by
       prohibiting reinvestment of a Maturity Value to a particular guaranteed
       term. More than one guaranteed term of the same duration may be offered
       during a deposit period.

9.     Delete Section 7.04, Guaranteed Term(s) Groups, and replace it with the
       following.

       7.04 Guaranteed Term(s) Groups

       All AG Account guaranteed term(s) of the same duration (from the close of
       the deposit period until the designated Maturity Date).

10.    Delete the first sentence in Section 7.06, Allocation of Net Purchase
       Payments to the AG Account, and replace it with the following.

       When the Certificate Holder wishes to allocate all or any portion of a
       Net Purchase Payment to the AG Account, he or she must tell Us the
       percentage to apply to one or more of the guaranteed terms made
       available, subject to terms and conditions We specify, during the current
       deposit period.


11.    Delete subsection (c) under Section 7.08, Withdrawals and Transfers from
       the AG Account, and replace it with the following.

       (c)  Withdrawals under an SDO.

                                       2
<PAGE>

12.    Add the following as subsection (d) under Section 7.08, Withdrawals and
       Transfers from the AG Account.

       (d) Under a qualified Contract when the amount withdrawn is equal to the
       required minimum distribution for the Certificate Holder's Account using
       a method permitted under the Code and agreed to by Us.

13.    Delete the second sentence in Section 7.10, AG Account Market Value
       Adjustment (Factor), and replace it with the following.

       Except as noted in Sections 7.07, 7.08, 7.09, 10.02 and 12.01, an MVA
       factor is applied to any amount withdrawn from the AG Account before the
       end of a guaranteed term.

14.    Delete subsection (b) under Section 8.02, Transfers During the
       Accumulation Period, delete (4) and replace it with the following.

       (b) Any AG Account guaranteed term made available, subject to terms and
       conditions We specify.

15.    In the fourth paragraph in Section 8.02, Transfers During the
       Accumulation Period, delete (3) and (4) and replace them with the
       following.

       (3) transfers under the Dollar Cost Averaging program; 
       (4) amounts distributed under an SDO.

16.    Delete the last sentence in subsections (c) and (f) under Section 8.05,
       Waiver of Deferred Sales Charge, and replace it with the following.

       (c)  This waiver is not available if an SDO has been in effect at any
       time during the calendar year;

       (f)  For a distribution which is part of an SDO.

17.    Delete Section 8.07, Systematic Withdrawal Option (SWO), and replace it
       with the following.

       8.07  Systematic Distribution Options (SDOs)

       Without further endorsement of the Contract or Certificate, We may, from
       time to time, make one or more systematic distribution options (SDOs)
       available during the Accumulation Period. When an SDO is elected, We will
       make automatic payments from the Certificate Holder's Account. No
       deferred sales charge or MVA will apply to the automatic payments made
       under an SDO.

       Any SDO will be subject to the following criteria:

       (a)    Any SDO will be available to similarly situated contracts
              uniformly, and on the basis of objective criteria consistently
              applied;

       (b)    The availability of any SDO may be limited by terms and conditions
              applicable to the election of such SDO; and

                                       3
<PAGE>

       (c)    We may discontinue the availability of an SDO at any time. Except
              to the extent required to comply with applicable law, the
              availability of an SDO will apply only to future elections. Such a
              change will not affect SDOs in effect at the time an option is
              discontinued.

18.    Insert the following at the end of Section 12.01, Designation of
       Annuitant.

       During the Annuity Period when a variable Annuity has been elected, at
       the request of the Certificate Holder, all or any portion of the amount
       allocated to a Fund may be transfered to any other Fund available during
       the Annuity Period. The number of transfers allowed without charge each
       calendar year is shown on the Contract Schedule. We reserve the right to
       allow additional transfers.

       Transfer requests must be expressed as a percentage of the allocation
       among the Funds of the amount upon which the variable Annuity will be
       based. We reserve the right to establish a minimum transfer amount.
       Transfers will be effective as of the Valuation Period in which We
       receive a transfer request in good order at Our Home Office.

19.    Delete the second paragraph of Section 12.02 Terms of Annuity Options,
       and replace it with the following.

       If a fixed Annuity is chosen, We will use the applicable current
       settlement rate if it will provide higher fixed Annuity payments.

20.    Delete Section 12.06, Annuity Options, and replace it with the following.

       12.06  Annuity Options

       Option 1. Payments for a Specified Period: Payments are made for the
       number of years specified by the Certificate Holder. The number of years
       must be at least five and not more than 30.

       Option 2. Life income based on the life of the Annuitant: Payments are
       made until the death of the Annuitant. When this option is elected, the
       Certificate Holder must also choose one of the following:

       (a)    payments cease at the death of the Annuitant;

       (b)    payments are guaranteed for a specified period from five to 30
              years;

       (c)    cash refund: if the Annuitant dies, the Beneficiary will receive a
              lump sum payment equal to the amount applied to the Annuity option
              (less any premium tax, if applicable) less the total amount of
              Annuity payments made prior to such death. This cash refund
              feature is only available if the total amount applied to the
              Annuity option is allocated to a fixed Annuity.

       Option 3. Life income based on the lives of two Annuitants: Payments are
       made for the lives of two Annuitants, one of whom is designated the
       second Annuitant, and cease only when both Annuitants have died. When
       this option is elected, the Certificate Holder must also choose one of
       the following:

       (a)    100% of the payment to continue after the first death;

       (b)    66-2/3% of the payment to continue after the first death;

       (c)    50% of the payment to continue after the first death;

                                       4
<PAGE>

       (d)    100% of the payment to continue after the first death and payments
              are guaranteed for a period of five to 30 years;

       (e)    100% of the payment to continue at the death of the designated
              second Annuitant and 50% of the payment to continue at the death
              of the Annuitant; or

       (f)    100% of the payment continues after the first death with a cash
              refund feature. If the Annuitant and designated second Annuitant
              die, the Beneficiary will receive a lump sum payment equal to the
              amount applied to the Annuity option (less any premium tax) less
              the total amount of Annuity payments paid prior to such death.
              This cash refund feature is only available if the total amount
              applied to the Annuity option is allocated to a fixed Annuity.

       If a fixed Annuity is chosen under Option 1, Option 2 (a) or (b), or
       Option 3 (a) or (d), the Certificate Holder may elect an annual increase
       of one, two or three percent compounded annually.

       As allowed under applicable state law, We reserve the right to offer
       additional Annuity options.

21.    Delete the tables showing rates for Annuity Options 1, 2 and 3 and
       replace them with the tables provided in Addendum A attached.

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

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

                                    5


                    Aetna Life Insurance and Annuity Company

                                   Endorsement

The Contract is endorsed as follows.

1.     On the Contract Schedule, under Separate Account and AG Account, delete
       Transfers and replace it with the following.

       Transfers:
       We allow an unlimited number of transfers during the Accumulation Period.
       Each calendar year, [12] transfers are free of charge. We reserve the
       right to impose a transfer charge of up to [$10] for each subsequent
       transfer.

       When a variable Annuity has been elected, [four] free transfers per
       calendar year are allowed among the Funds available during the Annuity
       Period. We reserve the right to allow additional transfers.

2.     On the Contract Schedule, delete Systematic Withdrawal Option.

3.     Delete Section 1.17, Dollar Cost Averaging, and replace it with the
       following.

       1.17  Dollar Cost Averaging

       A program that permits the Contract Holder to systematically transfer
       amounts from any of the Funds or an available AG Account guaranteed term
       to any of the Funds. We reserve the right to establish terms and
       conditions governing Dollar Cost Averaging. Dollar Cost Averaging is not
       available if an SDO is in effect.

4.     Delete the third paragraph under Section 2.10, Change of Contract.

5.     Delete Section 5.02, Allocation of Purchase Payments, and replace it
       with the following.

       5.02  Allocation of Purchase Payments

       Each Net Purchase Payment will be allocated, as directed by the Contract
       Holder, and subject to terms and conditions We specify, among any
       available:

       (a)    Funds in which the Separate Account invests;
       (b)    AG Account guaranteed terms.

       For each Net Purchase Payment, the Contract Holder shall tell Us the
       percentage of each Net Purchase Payment to allocate to any AG Account
       guaranteed term made available subject to terms and conditions We
       specify, and/or each Fund. Unless different instructions are received for
       any subsequent Net Purchase Payment, the allocation will be the same as
       for the most recent directive from the Contract Holder. If the same
       guaranteed term(s) are not available, the next shortest will be used. If
       no shorter guaranteed term is available, the next longer term will be
       used.

                                                                               1
<PAGE>

6.     Delete Section 7.02, Deposit Period, and replace it with the following.

       7.02  Deposit Period

        A day, a calendar week, a calendar month, a calendar quarter, or any
       other period of time We specify during which Net Purchase Payment(s),
       transfers and/or reinvestments may be allocated to one or more AG Account
       guaranteed terms. We reserve the right to shorten or to extend the
       deposit period. During a deposit period, We may offer any number of
       guaranteed terms and more than one guaranteed term of the same duration
       may be offered.

7.     Delete Section 7.03, Guaranteed Term, and replace it with the following.

       7.03  Guaranteed Term

         The period of time We specify for which a specific guaranteed rate(s)
         are offered on amounts invested during a specific deposit period.
         Guaranteed terms are made available subject to Our terms and
         conditions, including, but not limited to, Our right to restrict
         allocations to new Net Purchase Payments (such as by prohibiting
         transfers into a particular guaranteed term from any other guaranteed
         term or from any of the Funds, or by prohibiting reinvestment of a
         Maturity Value to a particular guaranteed term). More than one
         guaranteed term of the same duration may be offered during a deposit
         period.

8.     Delete Section 7.04, Guaranteed Term(s) Groups, and replace it with the
       following.

       7.04 Guaranteed Term(s) Groups

       All AG Account guaranteed term(s) of the same duration (from the close of
       the deposit period until the designated Maturity Date).

9.     Delete the first sentence in Section 7.06, Allocation of Net Purchase
       Payments to the AG Account, and replace it with the following.

       When the Contract Holder wishes to allocate all or any portion of a Net
       Purchase Payment to the AG Account, he or she must tell Us the percentage
       to apply to one or more of the guaranteed terms made available, subject
       to terms and conditions We specify, during the current deposit period.


10.    Delete subsection (c) under Section 7.08, Withdrawals and Transfers from
       the AG Account, and replace it with the following.

       (c)  Withdrawals under an SDO.

11.    Add the following as subsection (d) under Section 7.08, Withdrawals and
       Transfers from the AG Account.

       (d) Under a qualified Contract when the amount withdrawn is equal to the
       required minimum distribution for the Contract using a method permitted
       under the Code and agreed to by Us.


                                                                               2
<PAGE>

12.    Delete the second sentence in Section 7.10, AG Account Market Value
       Adjustment (Factor), and replace it with the following.

       Except as noted in Sections 7.07, 7.08, 7.09, 10.02 and 12.01, an MVA
       factor is applied to any amount withdrawn from the AG Account before the
       end of a guaranteed term.

13.    Delete subsection (b) under Section 8.02, Transfers During the
       Accumulation Period, delete (4) and replace it with the following.

       (b) Any AG Account guaranteed term made available, subject to terms and
       conditions We specify.

14.    In the fourth paragraph in Section 8.02, Transfers During the
       Accumulation Period, delete (3) and (4) and replace them with the
       following.

       (3) transfers under the Dollar Cost Averaging program; 

       (4) amounts distributed under an SDO.

15.    Delete the last sentence in subsections (c) and (f) under Section 8.05,
       Waiver of Deferred Sales Charge, and replace it with the following.

       (c)  This waiver is not available if an SDO has been in effect at any
            time during the calendar year;

       (f)  For a distribution which is part of an SDO.

16.    Delete Section 8.07, Systematic Withdrawal Option (SWO), and replace it
       with the following.

       8.07  Systematic Distribution Options (SDOs)

       Without further endorsement of the Contract, We may, from time to time,
       make one or more systematic distribution options (SDOs) available during
       the Accumulation Period. When an SDO is elected, We will make automatic
       payments from the Contract. No deferred sales charge or MVA will apply to
       the automatic payments made under an SDO.

       Any SDO will be subject to the following criteria:

       (a)    Any SDO will be available to similarly situated contracts
              uniformly, and on the basis of objective criteria consistently
              applied;

       (b)    The availability of any SDO may be limited by terms and
              conditions applicable to the election of such SDO; and

       (c)    We may discontinue the availability of an SDO at any time. Except
              to the extent required to comply with applicable law, the
              availability of an SDO will apply only to future elections. Such a
              change will not affect SDOs in effect at the time an option is
              discontinued.


                                                                               3
<PAGE>

17.    Insert the following at the end of Section 12.01, Designation of
       Annuitant.

       During the Annuity Period when a variable Annuity has been elected, at
       the request of the Contract Holder, all or any portion of the amount
       allocated to a Fund may be transfered to any other Fund available during
       the Annuity Period. The number of transfers allowed without charge each
       calendar year is shown on the Contract Schedule. We reserve the right to
       allow additional transfers.

       Transfer requests must be expressed as a percentage of the allocation
       among the Funds of the amount upon which the variable Annuity will be
       based. We reserve the right to establish a minimum transfer amount.
       Transfers will be effective as of the Valuation Period in which We
       receive a transfer request in good order at Our Home Office.

18.    Delete the second paragraph of Section 12.02 Terms of Annuity Options,
       and replace it with the following.

       If a fixed Annuity is chosen, We will use the applicable current
       settlement rate if it will provide higher fixed Annuity payments.

19.    Delete Section 12.06, Annuity Options, and replace it with the following.

       12.06  Annuity Options

       Option 1. Payments for a Specified Period: Payments are made for the
       number of years specified by the Contract Holder.  The number of years
       must be at least five and not more than 30.

       Option 2. Life income based on the life of the Annuitant: Payments are
       made until the death of the Annuitant. When this option is elected, the
       Contract Holder must also choose one of the following:

       (a)    payments cease at the death of the Annuitant;
       (b)    payments are guaranteed for a specified period from five to 30
              years;
       (c)    cash refund: if the Annuitant dies, the Beneficiary will receive a
              lump sum payment equal to the amount applied to the Annuity option
              (less any premium tax, if applicable) less the total amount of
              Annuity payments made prior to such death. This cash refund
              feature is only available if the total amount applied to the
              Annuity option is allocated to a fixed Annuity.

       Option 3. Life income based on the lives of two Annuitants: Payments are
       made for the lives of two Annuitants, one of whom is designated the
       second Annuitant, and cease only when both Annuitants have died. When
       this option is elected, the Contract Holder must also choose one of the
       following:

       (a)    100% of the payment to continue after the first death;
       (b)    66 2/3% of the payment to continue after the first death;
       (c)    50% of the payment to continue after the first death;
       (d)    100% of the payment to continue after the first death and payments
              are guaranteed for a period of five to 30 years;
       (e)    100% of the payment to continue at the death of the designated
              second Annuitant and 50% of the payment to continue at the death
              of the Annuitant; or


                                                                               4
<PAGE>

       (f)    100% of the payment continues after the first death with a cash
              refund  feature.  If the Annuitant and designated second
              Annuitant die, the Beneficiary will receive a lump sum payment
              equal to the amount applied to the Annuity option (less any
              premium tax) less the total amount of Annuity payments paid prior
              to such death. This cash refund feature is only available if the
              total amount applied to the Annuity option is allocated to a
              fixed Annuity.

       If a fixed Annuity is chosen under Option 1, Option 2 (a) or (b), or
       Option 3 (a) or (d), the Contract Holder may elect an annual increase of
       one, two or three percent compounded annually.

       As allowed under applicable state law, We reserve the right to offer
       additional Annuity options.

20.    Delete the tables showing rates for Annuity Options 1, 2 and 3 and
       replace them with the tables provided in Addendum A attached.

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


                                    /s/ Dan Kearney

                                   President
                                   Aetna Life Insurance and Annuity Company


                                       5


                        Consent of Independent Auditors


The Board of Directors of Aetna Life Insurance and Annuity Company
and Contract Owners of Aetna Variable Annuity Account B:


We consent to the use of our reports dated February 4, 1997 and February 14,
1997 included herein and to the references to our Firm under the captions
"Condensed Financial Information" in the Prospectus and "Independent Auditors"
in the Statement of Additional Information.

                                                        /s/KPMG Peat Marwick LLP
                                                        ------------------------
                                                           KPMG Peat Marwick LLP


Hartford, Connecticut
April 22, 1997




[Aetna Letterhead]                             151 Farmington Avenue
[Aetna Logo]                                   Hartford, CT 06156



April 22, 1997                                 Susan E. Bryant
                                               Counsel
                                               Law Division, RE4A
                                               Investments & Financial Services
                                               (860) 273-7834
                                               Fax:  (860) 273-0356


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

Re:    Variable Annuity Account B of Aetna Life Insurance and Annuity Company
       Post-Effective Amendment No. 7 to Registration Statement on Form N-4
       File Nos.  33-79122 and 811-2512

Dear Sir or Madam:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I hereby
consent to the use of my opinion dated February 28, 1997 (incorporated herein by
reference to the 24f-2 Notice for the fiscal year ended December 31, 1996 filed
on behalf of Variable Annuity Account B of Aetna Life Insurance and Annuity
Company on February 28, 1997) as an exhibit to this Post-Effective Amendment No.
7 to Registration Statement on Form N-4 (File No. 33-79122).

Sincerely,

/s/Susan E. Bryant

Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company





<TABLE> <S> <C>


<ARTICLE>                     6
<CIK>                         0000103005
<NAME>                        ALIAC Growth Plus
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                   DEC-31-1996
<PERIOD-START>                      JAN-01-1996
<PERIOD-END>                        DEC-31-1996
<INVESTMENTS-AT-COST>             1,726,620,671
<INVESTMENTS-AT-VALUE>            1,848,811,724
<RECEIVABLES>                                 0
<ASSETS-OTHER>                                0
<OTHER-ITEMS-ASSETS>                          0
<TOTAL-ASSETS>                    1,848,811,724
<PAYABLE-FOR-SECURITIES>                      0
<SENIOR-LONG-TERM-DEBT>                       0
<OTHER-ITEMS-LIABILITIES>                     0
<TOTAL-LIABILITIES>                           0
<SENIOR-EQUITY>                               0
<PAID-IN-CAPITAL-COMMON>                      0
<SHARES-COMMON-STOCK>                         0
<SHARES-COMMON-PRIOR>                         0
<ACCUMULATED-NII-CURRENT>                     0
<OVERDISTRIBUTION-NII>                        0
<ACCUMULATED-NET-GAINS>                       0
<OVERDISTRIBUTION-GAINS>                      0
<ACCUM-APPREC-OR-DEPREC>                      0
<NET-ASSETS>                      1,848,811,724
<DIVIDEND-INCOME>                   120,367,178
<INTEREST-INCOME>                             0
<OTHER-INCOME>                                0
<EXPENSES-NET>                       17,483,870
<NET-INVESTMENT-INCOME>             102,883,308
<REALIZED-GAINS-CURRENT>             17,427,408
<APPREC-INCREASE-CURRENT>            93,444,109
<NET-CHANGE-FROM-OPS>               213,754,825
<EQUALIZATION>                                0
<DISTRIBUTIONS-OF-INCOME>                     0
<DISTRIBUTIONS-OF-GAINS>                      0
<DISTRIBUTIONS-OTHER>                         0
<NUMBER-OF-SHARES-SOLD>                       0
<NUMBER-OF-SHARES-REDEEMED>                   0
<SHARES-REINVESTED>                           0
<NET-CHANGE-IN-ASSETS>                        0
<ACCUMULATED-NII-PRIOR>                       0
<ACCUMULATED-GAINS-PRIOR>                     0
<OVERDISTRIB-NII-PRIOR>                       0
<OVERDIST-NET-GAINS-PRIOR>                    0
<GROSS-ADVISORY-FEES>                         0
<INTEREST-EXPENSE>                            0
<GROSS-EXPENSE>                               0
<AVERAGE-NET-ASSETS>                          0
<PER-SHARE-NAV-BEGIN>                         0
<PER-SHARE-NII>                               0
<PER-SHARE-GAIN-APPREC>                       0
<PER-SHARE-DIVIDEND>                          0
<PER-SHARE-DISTRIBUTIONS>                     0
<RETURNS-OF-CAPITAL>                          0
<PER-SHARE-NAV-END>                           0
<EXPENSE-RATIO>                               0
<AVG-DEBT-OUTSTANDING>                        0
<AVG-DEBT-PER-SHARE>                          0
        


</TABLE>


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