VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485BPOS, 1998-04-17
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As filed with the Securities and Exchange            Registration No. 33-34370*
Commission on April 17, 1998                         Registration No. 811-2512
- -------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4
- -------------------------------------------------------------------------------
                       POST-EFFECTIVE AMENDMENT NO. 35 TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                and Amendment to

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
- -------------------------------------------------------------------------------

     Variable Annuity Account B of Aetna Life Insurance and Annuity Company

                    Aetna Life Insurance and Annuity Company

            151 Farmington Avenue, RE4A, Hartford, Connecticut 06156

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

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


It is proposed that this filing will become effective:

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

        [X]    on May 1, 1998 pursuant to paragraph (b) of Rule 485


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


<PAGE>

                           VARIABLE ANNUITY ACCOUNT B
                              CROSS REFERENCE SHEET


<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
                 Portfolio Companies..................................      The Company; Variable Annuity Account B; The Funds

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

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

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

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

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

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

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

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

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

<PAGE>


     FORM N-4                        PART B (STATEMENT OF                          LOCATION - STATEMENT OF ADDITIONAL INFORMATION
     ITEM NO.                       ADDITIONAL 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
</TABLE>


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

<PAGE>

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


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

In most states, 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. In certain states, Purchase Payments may be
allocated to the Fixed Account when the Guaranteed Account is not available. The
Subaccounts invest directly in shares of the following Funds:

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

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

This Prospectus provides investors with the information about the Separate
Account that they should know before investing in the Contracts. Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents for the SAI is printed on page 20 of this Prospectus. An
SAI for this Prospectus and for any Fund prospectus may be obtained by
indicating the request on your Application or by calling the number listed under
the "Inquiries" section of the Prospectus Summary.

THIS PROSPECTUS SHOULD BE READ IN CONJUNCTION WITH THE CURRENT PROSPECTUSES OF
THE FUNDS AND THE ALIAC GUARANTEED ACCOUNT. ALL PROSPECTUSES SHOULD BE RETAINED
FOR FUTURE REFERENCE.

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

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

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

          THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
                             ARE DATED MAY 1, 1998.



<PAGE>

<TABLE>
<CAPTION>
                                                          TABLE OF CONTENTS
====================================================================================================================================

<S>                                                                                                                              <C>
DEFINITIONS ..............................................................................................          DEFINITIONS - 1
PROSPECTUS SUMMARY .......................................................................................              SUMMARY - 1
FEE TABLE ................................................................................................            FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION ..........................................................................          AUV HISTORY - 1
THE COMPANY ....................................................................................................................   1
VARIABLE ANNUITY ACCOUNT B .....................................................................................................   1
INVESTMENT OPTIONS .............................................................................................................   1
    The Funds ..................................................................................................................   1
    Credited Interest Option ...................................................................................................   3
    Fixed Acccount .............................................................................................................   3
PURCHASE .......................................................................................................................   3
    Contract Availability ......................................................................................................   3
    Purchasing Interests in the Contract .......................................................................................   3
    Purchase Payments ..........................................................................................................   3
    Contract Rights ............................................................................................................   4
    Designations of Beneficiary and Annuitant ..................................................................................   4
    Right to Cancel ............................................................................................................   4
CHARGES AND DEDUCTIONS .........................................................................................................   4
    Daily Deductions from the Separate Account .................................................................................   4
        Mortality and Expense Risk Charge ......................................................................................   4
        Administrative Charge ..................................................................................................   4
    Maintenance Fee ............................................................................................................   5
    Reduction or Elimination of Administrative Charge and Maintenance Fee ......................................................   5
    Deferred Sales Charge ......................................................................................................   5
    Reduction or Elimination of the Deferred Sales Charge ......................................................................   6
    Fund Expenses ..............................................................................................................   6
    Premium and Other Taxes ....................................................................................................   6
CONTRACT VALUATION .............................................................................................................   6
    Account Value ..............................................................................................................   6
    Accumulation Units .........................................................................................................   6
    Net Investment Factor ......................................................................................................   7
TRANSFERS ......................................................................................................................   7
    Telephone Transfers ........................................................................................................   7
    Dollar Cost Averaging Program ..............................................................................................   7
    Account Rebalancing Program ................................................................................................   8
WITHDRAWALS ....................................................................................................................   8
SYSTEMATIC DISTRIBUTION OPTIONS ................................................................................................   8
DEATH BENEFIT DURING ACCUMULATION PERIOD .......................................................................................   9
    Death Benefit Amount .......................................................................................................   9
    Death Benefit Payment Options ..............................................................................................  10
        Nonqualified Contracts .................................................................................................  10
        Qualified Contracts ....................................................................................................  10
ANNUITY PERIOD .................................................................................................................  11
    Annuity Period Elections ...................................................................................................  11
    Partial Annuitization ......................................................................................................  11
    Annuity Options ............................................................................................................  11
    Annuity Payments ...........................................................................................................  12
    Charges Deducted During the Annuity Period .................................................................................  12
    Death Benefit Payable During the Annuity Period ............................................................................  12
TAX STATUS .....................................................................................................................  13
    Introduction ...............................................................................................................  13
    Taxation of the Company ....................................................................................................  13
    Tax Status of the Contract .................................................................................................  13
    Taxation of Annuity Contracts ..............................................................................................  14
    Contracts Used with Certain Retirement Plans ...............................................................................  16
    Individual Retirement Annuities and Simplified Employee Pension Plans ......................................................  17
    Withholding ................................................................................................................  17
MISCELLANEOUS ..................................................................................................................  17
    Distribution ...............................................................................................................  17
    Delay or Suspension of Payments ............................................................................................  18
    Performance Reporting ......................................................................................................  18
    Voting Rights ..............................................................................................................  18
    Modification of the Contract ...............................................................................................  18
    Transfers of Ownership; Assignment .........................................................................................  19
    Involuntary Terminations ...................................................................................................  19
    Legal Matters and Proceedings ..............................................................................................  19
    Year 2000...................................................................................................................  19
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION ............................................................................  20
APPENDIX A--ALIAC GUARANTEED ACCOUNT ...........................................................................................  21
APPENDIX B--FIXED ACCOUNT ......................................................................................................  23
APPENDIX C--DESCRIPTION OF UNDERLYING FUNDS.....................................................................................  24
</TABLE>

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



<PAGE>

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

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

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

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

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

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

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

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

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

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

Annuity Date: The date on which annuity payments begin.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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


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

<PAGE>

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

CONTRACTS OFFERED

     The Contracts offered in connection with this Prospectus are group and
individual deferred variable annuity contracts issued by Aetna Life Insurance
and Annuity Company (the "Company"). The purpose of the Contract is to
accumulate values and to provide benefits upon retirement. The Contracts are
currently available for (1) individual nonqualified purchases (we reserve the
right to limit the ownership of nonqualified contracts to natural persons); (2)
Individual Retirement Annuities ("IRAs") {including Roth IRAs} other than
"SIMPLE IRAs" as defined in Section 408(p) of the Internal Revenue Code (may be
subject to approval by state regulatory agencies); and (3) purchases made in
conjunction with employer sponsored retirement plans under Section 403(b) of the
Code (may be subject to approval by the Company and by state regulatory
agencies). Prior to May 1, 1998, the Contracts were also available for purchases
made in conjunction with employer-sponsored retirement plans under Sections
401(a) or 457 of the Code.

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

CONTRACT PURCHASE

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

FREE LOOK PERIOD

You may cancel the Contract or Certificate within 10 days after you receive it
(or longer if required by state law) by returning it to the Company along with a
written notice of cancellation. Unless state law requires otherwise, the amount
you will receive upon cancellation will reflect the investment performance of
the Subaccounts into which your Purchase Payments were deposited. In some cases
this may be more or less than the amount of your Purchase Payments. Under a
Contract issued as an Individual Retirement Annuity, you will receive a refund
of your Purchase Payment. (See "Purchase--Right to Cancel.") {If the Purchase
Payment to a Roth IRA is a rollover from a contract issued by the Company or an
affiliate where the deferred sales charge was eliminated or reduced to
facilitate the rollover to this Contract and you exercise your free look right
under this provision, the Purchase Payment will be restored to the contract from
which it came.}

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 (or the Fixed Account,
in certain states) described below subject to the limitations described in
"Investment Options," see page 1. For a complete list of the Funds available
under the Contracts, and a description of the investment objectives of each of
the Funds and their investment advisers, see "Investment Options--The Funds" and
Appendix C in this Prospectus, as well as the prospectuses for each of the
Funds.

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

     The Fixed Account is an option available under the Contract in certain
states which allows you to earn a fixed rate of interest. (See the Appendix B to
this Prospectus.)

CHARGES AND DEDUCTIONS

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

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

TRANSFERS

     Prior to the Annuity Date, and subject to certain limitations, you can
transfer Account Values among the Subaccounts, and the Guaranteed Account (or
Fixed Account in certain states). During the Annuity Period and subject to state
approval, 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. Any transfer charge will be applied so
that the amount being transferred will be reduced. 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 Appendix A.)

     The Company also offers a Dollar Cost Averaging Program and an Account
Rebalancing Program. The Dollar Cost Averaging Program permits the automatic
transfer of amounts from any of the Subaccounts and an available Guaranteed
Account term to any of the other Subaccounts on a monthly or quarterly basis. In
a Contract with a Fixed Account, the Fixed Account is only available for dollar
cost averaging from the Fixed Account to the other investment options over a
period not to exceed 12 months. The Account Rebalancing Program allows you to
request that each year, or at other more frequent intervals as we allow, we
automatically reallocate your Account Value to specified percentages among the
Subaccounts in which you invest. (See "Transfers.")

WITHDRAWALS

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

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

GUARANTEED DEATH BENEFIT

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

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

THE ANNUITY PERIOD

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

TAXES

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

INQUIRIES

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

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

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

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

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

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


                    {CONTRACTS OTHER THAN ROTH IRA CONTRACTS}



CONTRACT HOLDER TRANSACTION EXPENSES

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


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


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


CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK:

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


<PAGE>


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

SEPARATE ACCOUNT ANNUAL EXPENSES

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

During the Accumulation Period:

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

During the Annuity Period:

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

(1)  The maintenance fee, if applicable, will generally be deducted from each
     Account annually and if the full Account Value is withdrawn. The
     maintenance fee is waived when the Account Value is $50,000 or more on the
     date the maintenance fee is due. The amount shown is the maximum
     maintenance fee that can be deducted under the Contract.
(2)  During the Accumulation Period we currently allow an unlimited number of
     transfers without charge. However, we reserve the right to impose a fee of
     $10 for each transfer in excess of 12 per year.

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

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

- --------------------------------------------------------------------------------
                                  FEE TABLE - 1
<PAGE>
                              {ROTH IRA CONTRACTS}

{CONTRACT HOLDER TRANSACTION EXPENSES-

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



                      ----------------------------------------------------------
                            Completed Contract               Deferred Sales
                                   Years                    Charge Deduction
                                                            ----------------
                        Less than 1                                5%
                        1 or more but less than 2                  4%
                        2 or more but less than 3                  3%
                        3 or more but less than 4                  2%
                        4 or more but less than 5                  1%
                        5 or more                                  0%


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


     Annual Maintenance Fee (1) ...................................     $30.00

     Transfer Charge (2) ..........................................     $ 0.00

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.............................     1.10%(3)

     Administrative Charge.........................................     0.15%
                                                                        ----

     Total Subaccount Annual Expenses..............................     1.25%
                                                                        ====

During the Annuity Period

     Mortality and Expense Risk Charge.............................     1.25%

     Administrative Charge.........................................     0.00%(4)
                                                                        ----

     Total Subaccount Annual Expenses..............................     1.25%
                                                                        ====

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

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

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

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

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

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

   
ANNUAL EXPENSES OF THE FUNDS (APPLIES TO ALL CONTRACTS)

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 are based on figures for the year ended December 31, 1997. A
Fund's "Other Expenses" include operating costs of the Fund. These expenses are
reflected in the Fund's net asset value and are not deducted from the Account
Value.
<TABLE>
<CAPTION>
                                                             ------------------------------------------------------------
                                                              Investment Advisory       Other Expenses       Total Fund
                                                                 Fees(1) (after         (after expense         Annual
                                                             expense reimbursement)     reimbursement)        Expenses
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                     <C>                 <C>
Aetna Ascent VP(2)(3)                                                0.57%                   0.23%               0.80%
- -------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.(3)                                           0.50%                   0.10%               0.60%
- -------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(3)                                                     0.40%                   0.10%               0.50%
- -------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP(2)(3)                                            0.55%                   0.25%               0.80%
- -------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP(2)(3)                                                0.16%                   0.64%               0.80%
- -------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(3)                                        0.50%                   0.09%               0.59%
- -------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP(2)(3)                                  0.32%                   0.23%               0.55%
- -------------------------------------------------------------------------------------------------------------------------
Aetna International VP(2)(3)                                         0.77%                   0.38%               1.15%
- -------------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP(2)(3)                                                0.49%                   0.31%               0.80%
- -------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(3)                                             0.25%                   0.10%               0.35%
- -------------------------------------------------------------------------------------------------------------------------
Aetna Real Estate Securities VP(2)(3)                                0.62%                   0.33%               0.95%
- -------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP(2)(3)                                         0.35%                   0.60%               0.95%
- -------------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP(2)(3)                                     0.20%                   0.60%               0.80%
- -------------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio(4)                                 0.69%                   0.12%               0.81%
- -------------------------------------------------------------------------------------------------------------------------
[Federated American Leaders Fund II(5)                               0.66%                   0.19%               0.85%]
- -------------------------------------------------------------------------------------------------------------------------
[Federated Equity Income Fund II(6)                                  0.00%                   0.85%               0.85%]
- -------------------------------------------------------------------------------------------------------------------------
[Federated Fund for U.S. Government Securities II(5)                 0.15%                   0.65%               0.80%]
- -------------------------------------------------------------------------------------------------------------------------
[Federated Growth Strategies Fund II(5)                              0.08%                   0.77%               0.85%]
- -------------------------------------------------------------------------------------------------------------------------
[Federated High Income Bond Fund II(5)                               0.51%                   0.29%               0.80%]
- -------------------------------------------------------------------------------------------------------------------------
[Federated International Equity Fund II(5)                           0.02%                   1.21%               1.23%]
- -------------------------------------------------------------------------------------------------------------------------
[Federated Prime Money Fund II(5)                                    0.30%                   0.50%               0.80%]
- -------------------------------------------------------------------------------------------------------------------------
[Federated Utility Fund II(5)                                        0.48%                   0.37%               0.85%]
- -------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio(7)                              0.50%                   0.08%               0.58%
- -------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio(7)                                     0.60%                   0.09%               0.69%
- -------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio(7)                                0.59%                   0.12%               0.71%
- -------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio(7)                                   0.75%                   0.17%               0.92%
- -------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio(7)                           0.55%                   0.10%               0.65%
- -------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio(7)                              0.60%                   0.11%               0.71%
- -------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio(8)                               0.24%                   0.04%               0.28%
- -------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio(9)                           0.73%                   0.03%               0.76%
- -------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio(9)                                    0.76%                   0.07%               0.83%
- -------------------------------------------------------------------------------------------------------------------------
    


<PAGE>


   
- -------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                0.65%                   0.10%               0.75%
- -------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio(9)                                      0.65%                   0.05%               0.70%
- -------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio(9)                            0.66%                   0.08%               0.74%
- -------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series(10)                                          0.75%                   0.25%               1.00%
- -------------------------------------------------------------------------------------------------------------------------
MFS World Governments Series(10)                                     0.75%                   0.25%               1.00%
- -------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                                   0.71%                   0.02%               0.73%
- -------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                   0.70%                   0.06%               0.76%
- -------------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                                     0.75%                   0.08%               0.83%
- -------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                      0.75%                   0.08%               0.83%
- -------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio(11)(12)           0.68%                   0.13%               0.81%
- -------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio(11)(12)             0.70%                   0.15%               0.85%
- -------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio(11)                    0.65%                   0.25%               0.90%
- -------------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio(11)        0.80%                   0.20%               1.00%
- -------------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity
  Portfolio(11)                                                      0.60%                   0.15%               0.75%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
    

   
(1)    Certain of the Fund advisers reimburse the Company for administrative
       costs incurred in connection with administering the Funds as variable
       funding options under the Contract. These reimbursements are paid out of
       the investment advisory fees and are not charged to investors.

(2)    Effective May 1, 1998, the Portfolios' adviser has agreed to waive a
       portion of its fee or to reimburse certain expenses so that aggregate
       expenses do not exceed the total expenses shown above. These fee
       waiver/expense reimbursement arrangements will increase total return and
       may be modified or terminated at any time.

       Without these fee waiver/expense reimbursement arrangements Management
       Fees and Total Expenses for the Portfolio would be higher. Management
       Fees and Total Expenses would be as follows: 0.60% and 0.83% for Ascent
       VP; 0.60% and 0.85% for Crossroads VP; 0.60% and 1.24% for Growth VP;
       0.35% and 0.58% for Index Plus Large Cap VP; 0.85% and 1.23% for
       International VP; 0.60% and 0.91% for Legacy VP; 0.75% and 1.08% for Real
       Estate Securities VP; 0.75% and 1.35% for Small Company VP; and 0.60% and
       1.20% for Value Opportunity VP, respectively.

(3)    Prior to May 1, 1998, the investment adviser provided administrative
       services to the Fund and assumed the Fund's ordinary recurring direct
       costs under an Administrative Services Agreement. Effective May 1, 1998,
       the investment adviser will continue to provide administrative services
       to the Fund but will no longer assume all of the Fund's ordinary
       recurring direct costs under the Administrative Services Agreement. The
       Administrative Fee is 0.075% on the first $5 billion in assets and 0.050%
       on all assets over $5 billion. The "Other Expenses" shown are not based
       on actual figures for the year ended December 31, 1997, but reflect the
       fee payable under the new Administrative Services Agreement and estimates
       of the Fund's ordinary recurring direct costs.

       International VP and Real Estate Securities VP commenced operations in
       December 1997, therefore, estimates are based on expenses incurred for
       similar funds. Actual expenses incurred may be more or less than the
       amounts shown above.

(4)    The figures above are based on expenses for the fiscal year 1997, and
       have been restated to reflect an increase in transfer agency expenses of
       0.01% for the Portfolio expected to be incurred in 1998. "Management
       Fees" includes a performance adjustment, which depending on performance,
       could cause the fee to be as high as 0.85% or as low as 0.55%. "Other
       Expenses" reflect an indirect fee of 0.03% (relating to an expense offset
       arrangement with the Portfolio's custodian). Net fund operating expenses
       after reductions for fees paid indirectly (again, restated) would be
       0.78%.

(5)    [The management fee for each of the funds has been reduced to reflect a
       voluntary waiver of a portion of the management fee. The adviser can
       terminate this voluntary waiver at any time at its sole discretion. The
       maximum management fee for each of the Funds is as follows: 0.75% -
       American Leaders Fund II, Growth Strategies Fund II, and Utility Fund II;
       0.60% - Fund for U.S. Government Securities II and High Income Bond Fund
       II; 1.00% - International Equity Fund II; and 0.50% - Prime Money Fund
       II.

       The total operating expenses of each of the funds, absent the voluntary
       waiver of a portion of the management fee, would have been : 0.94% for
       the American Leaders Fund II; 1.25% for the Fund for U.S. Government
       Securities II; 1.52% for the Growth Strategies Fund II; 0.89% for the
       High Income Bond Fund II; 2.21% for the International Equity Fund II;
       1.00% for the Prime Money Fund II; and 1.12% for the Utility Fund II.]

(6)    [The management fee has been reduced to reflect the voluntary waiver of
       the management fee. The 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 the 12b-1
       fee during the fiscal year ending December 31, 1998. If the fund were
       paying or accruing the 12b-1 fee, Institutional Shares would be able to
    

- --------------------------------------------------------------------------------
                                  FEE TABLE - 3


<PAGE>


   
       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 would have been 2.29% absent the voluntary
       waiver of the management fee and the voluntary reimbursement of certain
       other operating expenses.]

(7)    A portion of the brokerage commissions that certain funds pay was used to
       reduce fund expenses. In addition, certain funds have entered into
       arrangements with their custodian whereby credits realized, as a result
       of uninvested cash balances were used to reduce custodian expenses.
       Including these reductions, the total operating expenses would have been
       0.57% for Equity-Income Portfolio; 0.67% for Growth Portfolio; 0.71% for
       High Income Portfolio; 0.90% for Overseas Portfolio, 0.64% for Asset
       Manager Portfolio; and 0.68% for Contrafund Portfolio.

(8)    The Fund's investment adviser agreed to reimburse a portion of Index 500
       Portfolio's expenses during the period. Without this reimbursement, the
       fund's management fee, other expenses and total expenses would have been
       0.27%, 0.13% and 0.40%, respectively, for Index 500 Portfolio.

(9)    Management fees for Aggressive Growth, Balanced, Growth and Worldwide
       Growth Portfolios reflect a reduced fee schedule effective July 1, 1997.
       The management fees shown above are based on the new rate applied to net
       assets as of December 31, 1997. Other expenses are based on gross
       expenses of the Shares before expense offset arrangements for the fiscal
       year ended December 31, 1997. The information for each Portfolio is net
       of fee waivers or reductions from Janus Capital. Fee reductions for the
       Aggressive Growth, Balanced, Growth and Worldwide Growth Portfolios
       reduce the management fee to the level of the corresponding Janus retail
       fund. Other waivers, if applicable, are first applied against the
       management fee and then against other expenses. Without such waivers or
       reductions, the Management Fee, Other Expenses and Total Operating
       Expenses for the Shares would have been 0.74%, 0.04%, and 0.78% for
       Aggressive Growth Portfolio; 0.77%, 0.06%, and 0.83% for Balanced
       Portfolio; 0.74%, 0.04%, and 0.78% for Growth Portfolio; and 0.72%,
       0.09%, and 0.81% for Worldwide Growth Portfolio, respectively. Janus
       Capital may modify or terminate the waivers or reductions at any time
       upon at least 90 days' notice to the Trustees.

(10)   The adviser has agreed to bear expenses for each Series, subject to
       reimbursement by each Series, such that each Series' "Other Expenses"
       shall not exceed 0.25% of the average daily net assets of the Series
       during the current fiscal year. Otherwise, "Other Expenses" for the MFS
       Total Return Series and MFS World Governments Series would be 0.27% and
       0.40%, respectively, and "Total Fund Annual Expenses" would be 1.02% and
       1.15%, respectively, for these Series. Each Series has an expense offset
       arrangement which reduces the Series' custodian fee based upon the amount
       of cash maintained by the Series with its custodian and dividend
       disbursing agent, and may enter into other such arrangements and directed
       brokerage arrangements (which also have the effect of reducing the
       Series' expenses). Any such fee reductions are not reflected under "Other
       Expenses."

(11)   Each Portfolio's aggregate expenses are contractually limited to the
       advisory and administrative fees disclosed above. The investment adviser
       will not seek an increase in its advisory or administrative fee at any
       time prior to May 1, 1999.

(12)   The advisory fee is 0.70% of the first $500 million in assets and 0.65%
       on the excess.
    

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

HYPOTHETICAL ILLUSTRATION (EXAMPLE) {FOR CONTRACTS OTHER THAN ROTH IRA'S}

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>
                                                              CONTRACTS OR CERTIFICATES ISSUED IN ALL STATES EXCEPT NEW YORK

                                                                     EXAMPLE A                              EXAMPLE B
                                                    If you withdraw the entire Account       If you do not withdraw the Account
                                                    Value at the end of the periods shown,   Value, or if you annuitize at the end
                                                    you would pay the following expenses,    of the periods shown, you would pay
                                                    including any applicable deferred        the following expenses (no deferred
                                                    sales  charge:                           sales charge is reflected):*
                                                    1 year     3 years   5 years   10 years  1 year   3 years     5 years  10 years
                                                    ------     -------   -------   --------  ------   -------     -------  --------
<S>                                                  <C>        <C>        <C>       <C>       <C>      <C>        <C>       <C>
Aetna Ascent VP                                      $85        $123       $154      $255      $22      $69        $119      $255
Aetna Balanced VP, Inc.                              $83        $117       $144      $235      $20      $63        $109      $235
Aetna Bond VP                                        $82        $114       $139      $224      $19      $60        $104      $224
Aetna Crossroads VP                                  $85        $123       $154      $255      $22      $69        $119      $255
Aetna Growth VP                                      $85        $123       $154      $255      $22      $69        $119      $255
Aetna Growth and Income VP                           $83        $116       $144      $234      $20      $63        $108      $234
Aetna Index Plus Large Cap VP                        $83        $115       $142      $229      $20      $62        $106      $229
Aetna International VP                               $89        $133       $172      $290      $26      $80        $136      $290
Aetna Legacy VP                                      $85        $123       $154      $255      $22      $69        $119      $255
Aetna Money Market VP                                $81        $109       $131      $208      $18      $56         $96      $208
Aetna Real Estate Securities VP                      $87        $127       $162      $271      $24      $74        $126      $271
Aetna Small Company VP                               $87        $127       $162      $271      $24      $74        $126      $271
Aetna Value Opportunity VP                           $85        $123       $154      $255      $22      $69        $119      $255
Calvert Social Balanced Portfolio                    $85        $123       $155      $256      $23      $70        $119      $256
Fidelity VIP Equity-Income Portfolio                 $83        $116       $143      $233      $20      $63        $108      $233
Fidelity VIP Growth Portfolio                        $84        $120       $149      $244      $21      $66        $113      $244
Fidelity VIP High Income Portfolio                   $84        $120       $150      $246      $22      $67        $114      $246
Fidelity VIP Overseas Portfolio                      $87        $127       $160      $268      $24      $73        $125      $268
Fidelity VIP II Asset Manager Portfolio              $84        $118       $147      $240      $21      $65        $111      $240
Fidelity VIP II Contrafund Portfolio                 $84        $120       $150      $246      $22      $67        $114      $246
Fidelity VIP II Index 500 Portfolio                  $80        $107       $128      $201      $17      $54         $92      $201
Janus Aspen Aggressive Growth Portfolio              $85        $122       $152      $251      $22      $68        $117      $251
Janus Aspen Balanced Portfolio                       $86        $124       $156      $258      $23      $70        $120      $258
Janus Aspen Flexible Income Portfolio                $85        $121       $152      $250      $22      $68        $116      $250
Janus Aspen Growth Portfolio                         $84        $120       $149      $245      $21      $66        $114      $245
Janus Aspen Worldwide Growth Portfolio               $85        $121       $151      $249      $22      $68        $116      $249
MFS Total Return Series                              $87        $129       $164      $276      $25      $75        $129      $276
MFS World Governments Series                         $87        $129       $164      $276      $25      $75        $129      $276
Oppenheimer Aggressive Growth Fund                   $85        $121       $151      $248      $22      $67        $115      $248
Oppenheimer Global Securities Fund                   $85        $122       $152      $251      $22      $68        $117      $251
Oppenheimer Growth & Income Fund                     $86        $124       $156      $258      $23      $70        $120      $258
Oppenheimer Strategic Bond Fund                      $86        $124       $156      $258      $23      $70        $120      $258
Portfolio Partners MFS Emerging Equities Portfolio   $85        $123       $155      $256      $23      $70        $119      $256
Portfolio Partners MFS Research Growth Portfolio     $86        $124       $157      $260      $23      $71        $121      $260
Portfolio Partners MFS Value Equity Portfolio        $86        $126       $159      $265      $24      $72        $124      $265
Portfolio Partners Scudder International             $87        $129       $164      $276      $25      $75        $129      $276
  Growth Portfolio
Portfolio Partners T. Rowe Price Growth Equity       $85        $121       $152      $250      $22      $68        $116      $250
  Portfolio
</TABLE>
- ---------------
* This Example would not apply if a nonlifetime variable annuity option is
selected, and a lump sum settlement is requested within three years after
annuity payments start, since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example A.)
    

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

   
<TABLE>
<CAPTION>
                                                                        CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK
                                                                        EXAMPLE C                             EXAMPLE D
                                                         If you withdraw the entire Account      If you do not withdraw the Account
                                                         Value at the end of the periods         Value, or if you annuitize at the
                                                         shown, you would pay the following      end of the periods shown, you
                                                         expenses, including any applicable      would pay the following expenses
                                                         deferred sales charge:                  (no deferred sales charge is
                                                                                                 reflected):*
                                                         1 year  3 years  5 years    10 years    1 year  3 years 5 years 10 years
                                                         ------  -------  -------    --------    ------  ------- ------- --------
<S>                                                        <C>     <C>     <C>         <C>        <C>      <C>    <C>      <C>
Aetna Ascent VP                                            $73     $103    $135        $255       $22      $69    $119     $255
Aetna Balanced VP, Inc..                                   $71     $ 97    $125        $235       $20      $63    $109     $235
Aetna Bond VP                                              $70     $ 94    $120        $224       $19      $60    $104     $224
Aetna Crossroads VP                                        $73     $103    $135        $255       $22      $69    $119     $255
Aetna Growth VP                                            $73     $103    $135        $255       $22      $69    $119     $255
Aetna Growth and Income VP                                 $71     $ 96    $125        $234       $20      $63    $108     $234
Aetna Index Plus Large Cap VP                              $71     $ 95    $123        $229       $20      $62    $106     $229
Aetna International VP                                     $77     $113    $153        $290       $26      $80    $136     $290
Aetna Legacy VP                                            $73     $103    $135        $255       $22      $69    $119     $255
Aetna Money Market VP                                      $69     $ 89    $112        $208       $18      $56    $ 96     $208
Aetna Real Estate Securities VP                            $75     $107    $143        $271       $24      $74    $126     $271
Aetna Small Company VP                                     $75     $107    $143        $271       $24      $74    $126     $271
Aetna Value Opportunity VP                                 $73     $103    $135        $255       $22      $69    $119     $255
Calvert Social Balanced Portfolio                          $73     $103    $136        $256       $23      $70    $119     $256
[Federated American Leaders Fund II                        $65     $104    $138        $260       $23      $71    $121     $260]
[Federated Equity Income Fund II                           $65     $104    $138        $260       $23      $71    $121     $260]
[Federated Fund for U.S. Government Securities II          $65     $103    $135        $255       $23      $69    $119     $255]
[Federated Growth Strategies Fund II                       $65     $104    $138        $260       $23      $71    $121     $260]
[Federated High Income Bond Fund II                        $65     $103    $135        $255       $23      $69    $119     $255]
[Federated International Equity Fund II                    $69     $116    $157        $298       $27      $82    $140     $298]
[Federated Prime Money Fund II                             $65     $103    $135        $255       $23      $69    $119     $255]
[Federated Utility Fund II                                 $65     $104    $138        $260       $23      $71    $121     $260]
Fidelity VIP Equity-Income Portfolio                       $71     $ 96    $124        $233       $20      $63    $108     $233
Fidelity VIP Growth Portfolio                              $72     $100    $130        $244       $21      $66    $113     $244
Fidelity VIP High Income Portfolio                         $72     $100    $131        $246       $22      $67    $114     $246
Fidelity VIP Overseas Portfolio                            $74     $107    $142        $268       $24      $73    $125     $268
Fidelity VIP II Asset Manager Portfolio                    $72     $98     $128        $240       $21      $65    $111     $240
Fidelity VIP II Contrafund Portfolio                       $72     $100    $131        $246       $22      $67    $114     $246
Fidelity VIP II Index 500 Portfolio                        $68     $ 87    $109        $201       $17      $54    $ 92     $201
Janus Aspen Aggressive Growth Portfolio                    $73     $102    $133        $251       $22      $68    $117     $251
Janus Aspen Balanced Portfolio                             $74     $104    $137        $258       $23      $70    $120     $258
Janus Aspen Flexible Income Portfolio                      $73     $101    $133        $250       $22      $68    $116     $250
Janus Aspen Growth Portfolio                               $72     $100    $130        $245       $21      $66    $114     $245
Janus Aspen Worldwide Growth Portfolio                     $73     $101    $132        $249       $22      $68    $116     $249
MFS Total Return Series                                    $75     $109    $146        $276       $25      $75    $129     $276
MFS World Governments Series                               $75     $109    $146        $276       $25      $75    $129     $276
Oppenheimer Aggressive Growth Fund                         $73     $101    $132        $248       $22      $67    $115     $248
Oppenheimer Global Securities Fund                         $73     $102    $133        $251       $22      $68    $117     $251
Oppenheimer Growth & Income Fund                           $74     $104    $137        $258       $23      $70    $120     $258
Oppenheimer Strategic Bond Fund                            $74     $104    $137        $258       $23      $70    $120     $258
Portfolio Partners MFS Emerging Equities Portfolio         $73     $103    $136        $256       $23      $70    $119     $256
Portfolio Partners MFS Research Growth Portfolio           $74     $104    $138        $260       $23      $71    $121     $260
Portfolio Partners MFS Value Equity Portfolio              $74     $106    $141        $265       $24      $72    $124     $265
Portfolio Partners Scudder International Growth            $75     $109    $146        $276       $25      $75    $129     $276
Portfolio
Portfolio Partners T. Rowe Price Growth Equity Portfolio   $73     $101    $133        $250       $22      $68    $116     $250
</TABLE>

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

- --------------------------------------------------------------------------------
                                  FEE TABLE - 6
<PAGE>

{HYPOTHETICAL ILLUSTRATION (EXAMPLE): CONTRACTS ISSUED AS ROTH IRAS--
INCLUDING CONTRACTS OR CERTIFICATES ISSUED IN NEW YORK

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>
                                                                              CONTRACTS ISSUED AS ROTH IRAS
                                                                   EXAMPLE A                                EXAMPLE B
                                                    If you withdraw the entire Account       If you do not withdraw the Account
                                                    Value at the end of the periods shown,   Value, or if you annuitize at the end
                                                    you would pay the following expenses,    of the periods shown, you would pay
                                                    including any applicable deferred        the following expenses (no deferred
                                                    sales charge:                            sales charge is reflected):*
                                                    1 year     3 years   5 years   10 years  1 year   3 years     5 years  10 years
                                                    ------     -------   -------   --------  ------   -------     -------  --------
<S>                                                  <C>         <C>       <C>       <C>       <C>      <C>        <C>       <C>
Aetna Ascent VP                                      $62         $87       $111      $240      $21      $65        $111      $240
Aetna Balanced VP, Inc.                              $60         $81       $101      $219      $19      $59        $101      $219
Aetna Bond VP                                        $59         $78       $96       $208      $18      $56         $96      $208
Aetna Crossroads VP                                  $62         $87       $111      $240      $21      $65        $111      $240
Aetna Growth VP                                      $62         $87       $111      $240      $21      $65        $111      $240
Aetna Growth and Income VP                           $60         $80       $101      $218      $19      $58        $101      $218
Aetna Index Plus Large Cap VP                        $60         $79       $98       $214      $18      $57         $98      $214
Aetna International VP                               $66         $97       $129      $276      $25      $75        $129      $276
Aetna Legacy VP                                      $62         $87       $111      $240      $21      $65        $111      $240
Aetna Money Market VP                                $58         $73       $88       $192      $16      $51         $88      $192
Aetna Real Estate Securities VP                      $64         $91       $119      $255      $22      $69        $119      $255
Aetna Small Company VP                               $64         $91       $119      $255      $22      $69        $119      $255
Aetna Value Opportunity VP                           $62         $87       $111      $240      $21      $65        $111      $240
Calvert Social Balanced Portfolio                    $62         $87       $112      $241      $21      $65        $112      $241
Fidelity VIP Equity-Income Portfolio                 $60         $80       $100      $217      $19      $58        $100      $217
Fidelity VIP Growth Portfolio                        $61         $83       $106      $228      $20      $61        $106      $228
Fidelity VIP High Income Portfolio                   $61         $84       $107      $231      $20      $62        $107      $231
Fidelity VIP Overseas Portfolio                      $63         $90       $117      $252      $22      $68        $117      $252
Fidelity VIP II Asset Manager Portfolio              $61         $82       $104      $224      $19      $60        $104      $224
Fidelity VIP II Contrafund Portfolio                 $61         $84       $107      $231      $20      $62        $107      $231
Fidelity VIP II Index 500 Portfolio                  $57         $71       $84       $184      $16      $49         $84      $184
Janus Aspen Aggressive Growth Portfolio              $62         $85       $109      $236      $21      $64        $109      $236
Janus Aspen Balanced Portfolio                       $62         $88       $113      $243      $21      $66        $113      $243
Janus Aspen Flexible Income Portfolio                $62         $85       $109      $235      $20      $63        $109      $235
Janus Aspen Growth Portfolio                         $61         $84       $106      $229      $20      $62        $106      $229
Janus Aspen Worldwide Growth Portfolio               $62         $85       $108      $234      $20      $63        $108      $234
MFS Total Return Series                              $64         $93       $121      $260      $23      $71        $121      $260
MFS World Governments Series                         $64         $93       $121      $260      $23      $71        $121      $260
Oppenheimer Aggressive Growth Fund                   $61         $85       $108      $233      $20      $63        $108      $233
Oppenheimer Global Securities Fund                   $62         $85       $109      $236      $21      $64        $109      $236
Oppenheimer Growth & Income Fund                     $62         $88       $113      $243      $21      $66        $113      $243
Oppenheimer Strategic Bond Fund                      $62         $88       $113      $243      $21      $66        $113      $243
Portfolio Partners MFS Emerging Equities Portfolio   $62         $87       $112      $241      $21      $65        $112      $241
Portfolio Partners MFS Research Growth Portfolio     $63         $88       $114      $245      $21      $66        $114      $245
Portfolio Partners MFS Value Equity Portfolio        $63         $90       $116      $250      $22      $68        $116      $250
Portfolio Partners Scudder International  Growth     $64         $93       $121      $260      $23      $71        $121      $260
Portfolio
Portfolio Partners T. Rowe Price Growth Equity       $62         $85       $109      $235      $20      $63        $109      $235
  Portfolio
</TABLE>

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

- --------------------------------------------------------------------------------
                                  FEE TABLE - 7
<PAGE>
                         CONDENSED FINANCIAL INFORMATION
    (Selected data for accumulation units outstanding throughout each period)
================================================================================

   
The condensed financial information presented below for each of the periods in
the four-year period ended December 31, 1997 (as applicable), is derived from
the financial statements of the Separate Account, which have been audited by
KPMG Peat Marwick LLP, independent auditors. The table shows condensed financial
information for Contracts with total separate account charges of 1.40% annually.
The financial statements and the independent auditors' report thereon for the
year ended December 31, 1997 are included in the Statement of Additional
Information.
<TABLE>
<CAPTION>
                                                                1997            1996            1995           1994
<S>                                                         <C>             <C>             <C>             <C>
AETNA ASCENT VP
Value at beginning of period                                  $12.970         $10.645         $10.000
Value at end of period                                        $15.333         $12.970         $10.645
Increase (decrease) in value of accumulation units(1)           18.22%          21.84%           6.45%(2)
Number of accumulation units outstanding at end of period     898,302         298,740          15,832
AETNA BALANCED VP, INC
Value at beginning of period                                  $15.445         $13.602         $10.828         $10.000
Value at end of period                                        $18.653         $15.445         $13.602         $10.828
Increase (decrease) in value of accumulation units(1)           20.77%          13.55%          25.62%           8.42%(3)
Number of accumulation units outstanding at end of period   2,265,203       1,544,723         919,744         911,281
AETNA BOND VP
Value at beginning of period                                  $12.294         $12.037         $10.324         $10.000
Value at end of period                                        $13.128         $12.294         $12.037         $10.324
Increase (decrease) in value of accumulation units(1)            6.78%           2.14%          16.59%           3.24%(4)
Number of accumulation units outstanding at end of period   1,528,968       1,129,814         988,199         983,357
AETNA CROSSROADS VP
Value at beginning of period                                  $12.402         $10.587         $10.000
Value at end of period                                        $14.377         $12.402         $10.587
Increase (decrease) in value of accumulation units(1)           15.93%          17.14%           5.87%(2)
Number of accumulation units outstanding at end of period   1,112,043         326,292          27,089
AETNA GROWTH VP
Value at beginning of period                                  $11.084
Value at end of period                                        $13.158
Increase (decrease) in value of accumulation units(1)           18.71%(5)
Number of accumulation units outstanding at end of period     241,289
AETNA GROWTH AND INCOME VP
Value at beginning of period                                  $17.181         $14.001         $10.737         $10.000
Value at end of period                                        $22.004         $17.181         $14.001         $10.737
Increase (decrease) in value of accumulation units(1)           28.07%          22.71%          30.40%           7.37%(6)
Number of accumulation units outstanding at end of period   8,522,639       4,919,945       3,068,782       3,178,712
AETNA INDEX PLUS LARGE CAP VP
Value at beginning of period                                  $10.919         $10.000
Value at end of period                                        $14.414         $10.919
Increase (decrease) in value of accumulation units(1)           32.01%           9.19%(7)
Number of accumulation units outstanding at end of period   1,179,485          19,177
AETNA LEGACY VP
Value at beginning of period                                  $11.751         $10.438         $10.000
Value at end of period                                        $13.267         $11.751         $10.438
Increase (decrease) in value of accumulation units(1)           12.90%          12.58%           4.38%(8)
Number of accumulation units outstanding at end of period   1,217,781         492,915          28,778
AETNA MONEY MARKET VP
Value at beginning of period                                  $11.394         $10.968         $10.489         $10.000
Value at end of period                                        $11.850         $11.394         $10.968         $10.489
Increase (decrease) in value of accumulation units(1)            4.00%           3.89%           4.57%           4.89%(6)
Number of accumulation units outstanding at end of period   6,770,680       4,871,015       2,694,034       3,407,448
AETNA SMALL COMPANY VP
Value at beginning of period                                  $10.603
Value at end of period                                        $13.638
Increase (decrease) in value of accumulation units(1)           28.63%(5)
Number of accumulation units outstanding at end of period     424,486
</TABLE>
    


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

   
                   CONDENSED FINANCIAL INFORMATION (continued)
    (Selected data for accumulation units outstanding throughout each period)
================================================================================
<TABLE>
<CAPTION>
                                                                1997            1996           1995            1994
<S>                                                         <C>             <C>             <C>             <C>
AETNA VALUE OPPORTUNITY VP
Value at beginning of period                                  $10.856
Value at end of period                                        $13.246
Increase (decrease) in value of accumulation units(1)           22.01%(5)
Number of accumulation units outstanding at end of period     289,182
[FEDERATED AMERICAN LEADERS FUND II
Value at beginning of period                                  $15.548         $12.971          $9.838          $10.00
Value at end of period                                        $20.287         $15.548         $12.971          $9.838
Increase (decrease) in value of accumulation units(1)           30.48%          19.87%          31.84%          (1.62)%(8a)
Number of accumulation units outstanding at end of period   5,757,361       3,931,613       2,057,364         188,708]
[FEDERATED EQUITY INCOME FUND II
Value at beginning of period                                  $10.534
Value at end of period                                        $12.305
Increase (decrease) in value of accumulation units(1)           16.82%(8b)
Number of accumulation units outstanding at end of period   1,620,310]
[FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
Value at beginning of period                                  $11.099         $10.804         $10.073         $10.000
Value at end of period                                        $11.883         $11.099         $10.804         $10.073
Increase (decrease) in value of accumulation units(1)            7.06%           2.74%           7.25%           0.73%(8a)
Number of accumulation units outstanding at end of period   1,110,579         689,789         417,293          12,714]
[FEDERATED GROWTH STRATEGIES FUND II
Value at beginning of period                                  $12.596         $10.277         $10.000
Value at end of period                                        $15.777         $12.596         $10.277
Increase (decrease) in value of accumulation units(1)           25.25%          22.57%           2.77%(8c)
Number of accumulation units outstanding at end of period   1,439,357         570,182          17,503]
[FEDERATED HIGH INCOME BOND FUND II
Value at beginning of period                                  $13.119         $11.640          $9.814         $10.000
Value at end of period                                        $14.724         $13.119         $11.640          $9.814
Increase (decrease) in value of accumulation units(1)           12.24%          12.71%          18.61%          (1.86)%(8a)
Number of accumulation units outstanding at end of period   3,613,943       2,069,633       1,020,321          31,309]
[FEDERATED INTERNATIONAL EQUITY FUND II
Value at beginning of period                                  $10.952         $10.255         $10.000
Value at end of period                                        $11.888         $10.952         $10.255
Increase (decrease) in value of accumulation units(1)            8.54%           6.80%           2.55%(12)
Number of accumulation units outstanding at end of period   1,173,166         541,970         158,319]
[FEDERATED PRIME MONEY FUND II
Value at beginning of period                                  $10.748         $10.406         $10.033         $10.000
Value at end of period                                        $11.119         $10.748         $10.406         $10.033
Increase (decrease) in value of accumulation units(1)            3.46%           3.29%           3.71%           0.33%(13)
Number of accumulation units outstanding at end of period     677,262         720,521         554,934          51,949]
[FEDERATED UTILITY FUND II
Value at beginning of period                                  $13.303         $12.095          $9.881         $10.000
Value at end of period                                        $16.611         $13.303         $12.095          $9.881
Increase (decrease) in value of accumulation units(1)           24.86%           9.99%          22.40%          (1.19)%(8a)
Number of accumulation units outstanding at end of period   1,583,456       1,260,915         727,601          41,191]
CALVERT SOCIAL BALANCED PORTFOLIO
Value at beginning of period                                   $9.805
Value at end of period                                         $9.976
Increase (decrease) in value of accumulation units(1)            1.75%(9)
Number of accumulation units outstanding at end of period       4,827
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                                  $15.013         $13.324         $10.002         $10.000
Value at end of period                                        $18.963         $15.013         $13.324         $10.002
Increase (decrease) in value of accumulation units(1)           26.32%          12.68%          33.21%           0.02%(10)
Number of accumulation units outstanding at end of period   6,378,264       4,200,501         913,517          17,013
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                                  $15.734         $13.913         $10.423         $10.000
Value at end of period                                        $19.157         $15.734         $13.913         $10.423
Increase (decrease) in value of accumulation units(1)           21.75%          13.09%          33.48%           4.23%(10)
Number of accumulation units outstanding at end of period   3,697,132       3,260,855         885,545          17,013
</TABLE>

- --------------------------------------------------------------------------------
                                 AUV HISTORY - 2
    

<PAGE>


   
                   CONDENSED FINANCIAL INFORMATION (continued)
    (Selected data for accumulation units outstanding throughout each period)
================================================================================
<TABLE>
<CAPTION>
                                                                1997            1996            1995             1994
<S>                                                         <C>             <C>               <C>             <C>
FIDELITY VIP HIGH INCOME PORTFOLIO
Value at beginning of period                                  $12.031         $10.701         $10.000
Value at end of period                                        $13.959         $12.031         $10.701
Increase (decrease) in value of accumulation units(1)           16.02%          12.43%           7.01%(11)
Number of accumulation units outstanding at end of period   2,522,965       1,222,580         112,819
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                                  $12.439         $11.143         $10.000
Value at end of period                                        $13.682         $12.439         $11.143
Increase (decrease) in value of accumulation units(1)            9.99%          11.62%          11.43%(12)
Number of accumulation units outstanding at end of period     807,976         681,094         150,017
FIDELITY VIP II ASSET MANAGER PORTFOLIO
Value at beginning of period                                  $13.180         $11.664         $10.000
Value at end of period                                        $15.679         $13.180         $11.664
Increase (decrease) in value of accumulation units(1)           18.79%          12.99%          16.64%(12)
Number of accumulation units outstanding at end of period     748,981         450,051         116,810
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                                  $13.943         $11.658         $10.000
Value at end of period                                        $17.066         $13.943         $11.658
Increase (decrease) in value of accumulation units(1)           22.40%          19.60%          16.58%(11)
Number of accumulation units outstanding at end of period   5,222,894       3,294,964         684,272
FIDELITY VIP II INDEX 500 PORTFOLIO
Value at beginning of period                                  $13.728         $11.336         $10.000
Value at end of period                                        $17.961         $13.728         $11.336
Increase (decrease) in value of accumulation units(1)           30.84%          21.10%          13.36%(11)
Number of accumulation units outstanding at end of period   4,286,245       1,994,556         191,671
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                                  $13.879         $13.040         $10.374         $10.000
Value at end of period                                        $15.418         $13.879         $13.040         $10.374
Increase (decrease) in value of accumulation units(1)           11.09%           6.43%          25.71%           3.74%(13)
Number of accumulation units outstanding at end of period   1,558,985       1,248,669         187,584               0
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                  $13.865         $12.104         $10.000
Value at end of period                                        $16.692         $13.865         $12.104
Increase (decrease) in value of accumulation units(1)           20.39%          14.55%          21.04%(12)
Number of accumulation units outstanding at end of period   1,544,831         682,296          53,016
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                                  $12.995         $12.071          $9.884         $10.000
Value at end of period                                        $14.320         $12.995         $12.071          $9.884
Increase (decrease) in value of accumulation units(1)           10.20%           7.66%          22.13%          (1.16)%(14)
Number of accumulation units outstanding at end of period     523,315         225,717          45,714               0
JANUS ASPEN GROWTH PORTFOLIO
Value at beginning of period                                  $15.153         $12.975         $10.109         $10.000
Value at end of period                                        $18.340         $15.153         $12.975         $10.109
Increase (decrease) in value of accumulation units(1)           21.03%          16.79%          28.35%           1.09%(3)
Number of accumulation units outstanding at end of period   1,863,396       1,145,305         176,111           9,588
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                                  $15.701         $12.341         $10.000
Value at end of period                                        $18.910         $15.701         $12.341
Increase (decrease) in value of accumulation units(1)           20.44%          27.22%          23.41%(15)
Number of accumulation units outstanding at end of period   6,453,536       3,060,432         252,485
MFS TOTAL RETURN SERIES
Value at beginning of period                                  $10.894         $10.000
Value at end of period                                        $13.030         $10.894
Increase (decrease) in value of accumulation units(1)           19.60%           8.94%(16)
Number of accumulation units outstanding at end of period   1,456,174         387,019
</TABLE>

- --------------------------------------------------------------------------------
                                AUV HISTORY - 3
    

<PAGE>
   
                   CONDENSED FINANCIAL INFORMATION (continued)
    Selected data for accumulation units outstanding throughout each period)
================================================================================
<TABLE>
<CAPTION>
                                                                     1997            1996         1995           1994
<S>                                                              <C>                 <C>
MFS WORLD GOVERNMENTS SERIES
Value at beginning of period                                         $10.471         $10.000
Value at end of period                                               $10.207         $10.471
Increase (decrease) in value of accumulation units(1)                  (2.51)%          4.71%(16)
Number of accumulation units outstanding at end of period            129,739          38,958
OPPENHEIMER AGGRESSIVE GROWTH FUND
Value at beginning of period                                         $10.725
Value at end of period                                               $12.204
Increase (decrease) in value of accumulation units(1)                  13.78%(5)
Number of accumulation units outstanding at end of period            302,223
OPPENHEIMER GLOBAL SECURITIES  FUND
Value at beginning of period                                         $10.457
Value at end of period                                               $11.539
Increase (decrease) in value of accumulation units(1)                  10.35%(5)
Number of accumulation units outstanding at end of period            232,338
OPPENHEIMER GROWTH AND INCOME FUND
Value at beginning of period                                         $10.497
Value at end of period                                               $12.785
Increase (decrease) in value of accumulation units(1)                  21.79%(5)
Number of accumulation units outstanding at end of period            992,461
OPPENHEIMER STRATEGIC BOND FUND
Value at beginning of period                                         $10.167
Value at end of period                                               $10.764
Increase (decrease) in value of accumulation units(1)                   5.87%(5)
Number of accumulation units outstanding at end of period            287,313
PORTFOLIO PARTNERS MFS EMERGING EQUITIES PORTFOLIO
Value at beginning of period                                         $14.894
Value at end of period                                               $14.707
Increase (decrease) in value of accumulation units(1)                  (1.26)%(17)
Number of accumulation units outstanding at end of period          5,027,952
PORTFOLIO PARTNERS MFS RESEARCH GROWTH PORTFOLIO
Value at beginning of period                                         $12.892
Value at end of period                                               $12.641
Increase (decrease) in value of accumulation units(1)                  (1.94)%(17)
Number of accumulation units outstanding at end of period          3,899,626
PORTFOLIO PARTNERS MFS VALUE EQUITY PORTFOLIO
Value at beginning of period                                         $10.009
Value at end of period                                               $10.152
Increase (decrease) in value of accumulation units(1)                   1.43%(17)
Number of accumulation units outstanding at end of period            486,822
PORTFOLIO PARTNERS SCUDDER INTERNATIONAL GROWTH PORTFOLIO
Value at beginning of period                                          $9.791
Value at end of period                                                $9.912
Increase (decrease) in value of accumulation units(1)                   1.24%(17)
Number of accumulation units outstanding at end of period              5,904
PORTFOLIO PARTNERS T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period                                         $17.979
Value at end of period                                               $18.343
Increase (decrease) in value of accumulation units(1)                   2.03%(17)
Number of accumulation units outstanding at end of period          4,434,574
</TABLE>
    

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

   
(1)    The above figures are calculated by subtracting the beginning
       Accumulation Unit value from the ending Accumulation Unit value, 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. The initial
       Accumulation Unit value was established at $10.000 during August 1995,
       when the Fund became available under the Contract.

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

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

(5)    Reflects less than a full year of performance activity. Funds were first
       received in this option during May 1997.

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

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

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


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

(9)    Reflects less than a full year of performance activity. Funds were first
       received in this option during December 1997.

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

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

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

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

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

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

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

(17)   Reflects less than a full year of performance activity. Funds were first
       received in this option during November 1997.
    


- --------------------------------------------------------------------------------
                                 AUV HISTORY - 5
<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 obligations of the Company.


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

THE FUNDS

     Purchase Payments may be allocated to one or more of the Subaccounts as
designated on the Application. In turn, the Subaccounts invest in the
corresponding Funds at net asset value. The Company reserves the right to limit
the number of investment options selected during the Accumulation Period. At
this time there is no limit on the number of investment options selected during
the Accumulation Period, but the number of investment options that may be
selected at any one time by a Certificate Holder is limited to 18. Each
Subaccount and each Guaranteed Term of the same duration, or an investment in
the Fixed Account in certain Contracts where the Guaranteed Account is not
available, count as an option once you have made an allocation to it, even if
you no longer have amounts allocated to that option.

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

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

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

   
[bullet] [Federated Insurance Series--Federated American Leaders Fund II. The
         primary objective of the Fund is to achieve long-term growth of
         capital. The Fund's secondary objective is to provide income. The Fund
         pursues its investment objective by investing, under normal
         circumstances, at least 65% of its total assets in common stock of
         "blue-chip" companies. "Blue-chip" companies generally are top-quality,
         established growth companies which, in the opinion of the Adviser meet
         certain criteria.(1)]

[bullet] [Federated Insurance Series--Federated Equity Income Fund II seeks to
         provide above average income and capital appreciation. The Fund
         attempts to achieve its objective by investing at least 65% of its
         assets in income-producing equity securities. Equity securities
         include common stocks, preferred stocks, and securities (including
         debt securities) that are convertible into common stocks. The portion
         of the Fund's total assets invested in common stocks, preferred
         stocks, and convertible securities will vary according to the Fund's
         assessment of market and economic conditions and outlook. (1)]

[bullet] [Federated Insurance Series--Federated Fund for U.S. Government
         Securities II 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.(1)]

[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. (1)]

[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).(1)]

[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. (2)]

[bullet] [Federated Insurance Series--Federated Prime Money Fund II (formerly
         IMS Prime Money Fund) seeks to provide current income consistent with
         stability of principal and liquidity. The Fund pursues its investment
         objectives by investing exclusively in a portfolio of money market
         instruments maturing in 397 days or less. The average maturity of the
         money market instruments in the Fund's portfolio, computed on a
         dollar-weighted basis, will be 90 days or less. An investment in this
         Fund is neither insured nor guaranteed by the U.S. government. (1)]

[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.(1)(3)]

[Investment Adviser:  (1) Federated Advisers
                      (2) Federated Global Research Corp.
Subadviser: (3) Federated Global Research Corp.]

    

     {The Funds are described in Appendix C of this Prospectus. More detailed
information may be found in the current prospectus for each Fund offered. The
prospectus for the Fund should be read in conjunction with this Prospectus. A
free Fund prospectus is available upon request from the local Company office or
by writing or calling the number listed in the "Inquiries" section of this
Prospectus.}
                                       1

<PAGE>


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

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

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

                                       2

<PAGE>




CREDITED INTEREST OPTION

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

FIXED ACCOUNT

     In certain states, Purchase Payments may be allocated to the Fixed Account.
Through the Fixed Account we guarantee to pay the minimum interest rate
specified in the Contract. (See Appendix B)


                                    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, {including Roth IRAs,} other than
"SIMPLE IRAs" as defined in Section 408(p) of the Internal Revenue Code; or (3)
Qualified Contracts used in conjunction with certain employer sponsored
retirement plans. Individual Retirement Annuities are currently available as
rollovers, and may permit ongoing contributions subject to state regulatory
approval. Additionally, availability of the Qualified Contracts described under
item (3) is subject to approval by the Company and state regulatory agencies. {A
Roth IRA Contract is a special form of IRA which can accept nondeductible annual
contributions. Contributions to a Simplified Employee Pension Plan ("SEP") are
not permitted in a Roth IRA Contract. The Roth IRA Contract can also accept
transfers and rollovers, but only from an Individual Retirement
Annuity/Individual Retirement Account, subject to ordinary income tax, or from
another Roth IRA. If the Purchase Payment to a Roth IRA is a rollover from a
contract issued by the Company or an affiliate where the deferred sales charge
was eliminated or reduced and the Contract is canceled during the free look
period, the Purchase Payment will be restored to the predecessor contract.}

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

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

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

PURCHASING INTERESTS IN THE CONTRACT

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

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

     Regardless of whether you have purchased an interest in a group Contract or
an individual Contract, the Company must accept or reject the Application within
two business days of receipt. If the Application is incomplete, the Company may
hold any forms and accompanying Purchase Payments for five days. Purchase
Payments may be held for longer periods only with the consent of the Certificate
Holder, pending acceptance of the Application. If the Application is rejected,
the Application and any Purchase Payments will be returned to the Certificate
Holder. {However, if the Purchase Payment to a Roth IRA is a rollover from a
contract issued by the Company or an affiliate where the deferred sales charge
was eliminated or reduced and the Contract is canceled during the free look
period, the Purchase Payment will be restored to the predecessor contract.}

PURCHASE PAYMENTS

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

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

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

     Allocation of Purchase Payments. Purchase Payments will

                                        3
<PAGE>


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

CONTRACT RIGHTS

     Under individual Contracts, Certificate Holders have all Contract rights.

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

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

DESIGNATIONS OF BENEFICIARY AND ANNUITANT

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

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

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

RIGHT TO CANCEL

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


                             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. {If the Contract is issued as a Roth IRA, the
mortality and expense risk charge is equal, on an annual basis to 1.10% of the
daily net assets of the Subaccounts.} 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.
     In certain circumstances, the risk of adverse expense experience associated
with this Contract may be reduced. In such event, the mortality and expense risk
charge applicable to that Contract may likewise be reduced. Whether such a
reduction is available will be determined by the Company based upon
consideration of one of the following factors:

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

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

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

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

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

     Administrative Charge. During the Accumulation Period, the

                                       4

<PAGE>


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

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

MAINTENANCE FEE

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

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

REDUCTION OR ELIMINATION OF ADMINISTRATIVE CHARGE AND MAINTENANCE FEE

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

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

(2)  the amount of expected Purchase Payments.

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

DEFERRED SALES CHARGE

     Withdrawals of all or a portion of the Account Value may be subject to a
deferred sales charge. The deferred sales charge is a percentage of Purchase
Payments withdrawn from the Subaccounts and the Guaranteed Account or Fixed
Account and, {except for Roth IRAs,} is based on the number of years which have
elapsed since the Purchase Payment was made. {The deferred sales charge on
withdrawals from a Roth IRA is based on the number of years which have elapsed
from the Account effective date.} The deferred sales charge for each Purchase
Payment is determined by multiplying the Purchase Payment withdrawn by the
appropriate percentage, in accordance with the schedule set forth in the tables
below. {If the Purchase Payment is a rollover from another contract issued by
the Company or an affiliate where the deferred sales charge has been waived, the
deferred sales charge is based on the number of completed Contract Years since
the date of the initial payment to the predecessor contract. The Company
reserves the right to not accept any rollover contribution to an existing
contract.}

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

{CONTRACTS OTHER THAN ROTH IRA (NON NEW YORK)

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

{CONTRACTS OTHER THAN ROTH IRA'S (NEW YORK)}

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

{ROTH IRA CONTRACTS, INCLUDING THOSE ISSUED IN NEW YORK

- ---------------------------------------------------------------
    Completed Contract Years            Deferred Sales
                                       Charge Deduction
                                       ----------------
  Less than 1                                 5%
  1 or more but less than 2                   4%
  2 or more but less than 3                   3%
  3 or more but less than 4                   2%
  4 or more but less than 5                   1%
  5 or more                                   0%
- ---------------------------------------------------------------}

     A deferred sales charge will not be deducted from any portion of a

                                       5

<PAGE>

Purchase Payment withdrawn if the withdrawal is:

[bullet] applied to provide Annuity benefits;

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

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

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

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

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

   
[bullet] if the withdrawal is applied as a rollover to certain Roth Individual
          Retirement Annuities issued by the Company or an affiliate.
    

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

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

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

REDUCTION OR ELIMINATION OF THE DEFERRED SALES CHARGE

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

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

(2)  the amount of expected Purchase Payments; and

(3)  whether there is a prior or existing relationship with the Company such as
     being an employee of the Company or an affiliate, receiving distributions
     or making internal transfers from other contracts issued by the Company, or
     making transfers of amounts held under qualified plans sponsored by the
     Company or an affiliate. Any reduction or elimination of the deferred sales
     charge will be subject to state approval and not be unfairly discriminatory
     against any person.

FUND EXPENSES

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

PREMIUM AND OTHER TAXES

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

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


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

ACCOUNT VALUE

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

                                       6

<PAGE>


that Subaccount for the period between the immediately preceding Valuation Date
and the current Valuation Date. (See "Net Investment Factor" below.) The
Accumulation Unit Value will be affected by the investment performance, expenses
and charges of the applicable Fund and is reduced each day by a percentage that
accounts for the daily assessment of mortality and expense risk charges and the
administrative charge.

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

NET INVESTMENT FACTOR

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

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

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

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

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

(e)  minus a daily charge at the annual effective rate of a maximum of 1.25% for
     mortality and expense risks {(1.10% for Roth IRA Contracts)} and an
     administrative charge of 0.15% (unless reduced or eliminated) during the
     Accumulation Period and up to 0.25% during the Annuity Period (currently 0%
     during the Annuity Period).

The net investment rate may be either positive or negative.


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

     At any time prior to the Annuity Date, you can transfer amounts held under
your Account among the investment options available subject to certain
limitations. (See "Investment Options.") Transfers from the Guaranteed Account
may be subject to certain restrictions and to a market value adjustment. (See
the Appendix.) Transfers may be made from the Fixed Account to any of the
investment options available subject to certain restrictions. Amounts may not be
transferred into the Fixed Account from any of the investment options. If
approved by your state, during the Annuity Period, if you have elected a
variable Annuity, you can make transfers only among the Subaccounts available
during the Annuity Period. (See "Annuity Options.") A request for transfer can
be made either in writing or by telephone (See "Telephone Transfers" below.) All
transfers must be in accordance with the terms of the Contract. Any transfer
will be based on the Accumulation Unit Value next determined after the Company
receives a valid transfer request at its Home Office.

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

Telephone Transfers

     You automatically have the right to make transfers among Funds by
telephone. We have enacted procedures to prevent abuses of Account transactions
by telephone, including requiring the use of a personal identification number
(PIN) to execute transactions. You are responsible for safeguarding your PIN,
and for keeping Account information confidential. Although the Company's failure
to follow reasonable procedures may result in the Company's liability for any
losses due to unauthorized or fraudulent telephone transfers, the Company will
not be liable for following instructions communicated by telephone which it
reasonably believes to be genuine. Any losses incurred pursuant to actions taken
by the Company in reliance on telephone instructions reasonably believed to be
genuine shall be borne by you. To ensure authenticity, we record calls on the
800 line.

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 or Fixed Account subject to the Company's terms and conditions to any of
the Subaccounts. A market value adjustment will not be applied to dollar cost
averaging transfers from any such Guaranteed Term during participation in the
Dollar Cost Averaging Program. If dollar cost averaging from a Guaranteed Term
is discontinued, the Company will automatically transfer the balance remaining
in the Guaranteed Term from which dollar cost averaging is withdrawn to a
Guaranteed Term of the same duration unless the Certificate Holder initiates a
transfer to another investment option. In either case, a market value adjustment
will apply. If Dollar Cost Averaging is stopped with regard to amounts in the
Fixed Account, the remaining balance in the Fixed Account will be transferred to
the money market fund. There is no additional charge for the Dollar Cost
Averaging Program. (See Appendix A 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

                                       7

<PAGE>


Summary, which describes how you can obtain further information.

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

ACCOUNT REBALANCING PROGRAM

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

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


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

All or a portion of your Account Value may be withdrawn at any time during the
Accumulation Period. Withdrawal restrictions applicable to Section 403(b)
Contracts are described below. To request a withdrawal, you must properly
complete a disbursement form and send it to our Home Office. Payments for
withdrawal requests will be made in accordance with Securities and Exchange
Commission requirements, but normally not later than seven calendar days
following our receipt of a disbursement form. Withdrawals may be subject to a
deferred sales charge (see "Charges and Deductions") and to taxes and to tax
penalties (see "Tax Status"). {Roth IRAs provide for a tax-free withdrawal of
all assets in the Account, both contributions and earnings, provided the
withdrawal is not made within the 5-taxable year period beginning with the first
tax year for which a contribution was made, and the distribution is made after
attainment of age 59-1/2, or on account of death or disability, or for a
qualified first-time home purchase.}

     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 Fixed Account or each Subaccount in which your Account is invested,
         unless you request otherwise in writing. All amounts paid will be based
         on your Account Value as of the next Valuation Date after we receive a
         request for withdrawal at our Home Office, or on such later date as the
         disbursement form may specify.

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

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

     Reinstatement Privilege Following Withdrawal. You may elect to reinstate
all or a portion of the proceeds received from the full withdrawal of your
Account within 30 days after the withdrawal. Reinvested amounts must be received
by the Company within 60 days of the withdrawal. Accumulation Units will be
credited to your Account for the amount reinstated, as well as for any
maintenance fee charged and any portion of any deferred sales charge imposed at
the time of withdrawal. However, any aggregate negative market value adjustment
made to the Guaranteed Account will not be credited. Reinstated amounts will be
reallocated to applicable investment options in the same proportion as they were
allocated at the time of withdrawal.

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


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

     The Company offers certain withdrawal options under the Contract that are
not considered Annuity Options ("Systematic

                                       8

<PAGE>


Distribution Options"). To exercise these options, your Account Value must meet
the minimum dollar amount and age criteria applicable to that option.

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

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

[bullet] ECO--Estate Conservation Option. ECO offers the same investment
         flexibility as SWO but is designed forthose who want to receive only
         the minimum distribution that the Code requires each year. ECO is
         available only under Qualified Contracts. Under ECO, the Company
         calculates the minimum distribution amount required by law, and pays
         you that amount once a year. (See "Tax Status.") Other Systematic
         Distribution Options may be added from time to time. Additional
         information relating to any of the Systematic Distribution Options may
         be obtained from your local representative or from the Company at its
         Home Office.

         {ECO is not available under the Roth IRA Contract.}

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

     Taking a withdrawal under one of these Systematic Distribution Options may
have tax consequences. Any person concerned about tax implications should
consult a competent tax advisor prior to electing an option.

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


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

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

DEATH BENEFIT AMOUNT

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

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

(2)  The Account Value on the Claim Date.

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

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

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

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

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

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

                                       9

<PAGE>


Beneficiary may elect a death benefit option available under the Contract unless
the Certificate Holder has specified the form of payment to the Beneficiary.

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

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

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

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

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

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

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

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

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

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

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

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

DEATH BENEFIT PAYMENT OPTIONS

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

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

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

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

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

     Qualified Contracts. Under a Qualified Contract, the death benefit

                                       10

<PAGE>


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

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

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

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


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

ANNUITY PERIOD ELECTIONS

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

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

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

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

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

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

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

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

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

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

PARTIAL ANNUITIZATION

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

ANNUITY OPTIONS

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

Lifetime Annuity Options:

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

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

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

[bullet] Option 4--Life Annuity Based Upon the Lives of Two Annuitants--

                                       11
<PAGE>


         An annuity paid during the lives of the Annuitant and a second
         Annuitant. The Certificate Holder selects an Annuity with 100%, 66% or
         50% of the payment to continue after the first death, or an Annuity
         with 100% of the payment to continue at the death of the second
         Annuitant and 50% of the payment to continue at the death of the
         Annuitant.

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

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

*(If approved by your state.)

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

Nonlifetime Annuity Option:

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

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

ANNUITY PAYMENTS

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

     Amount of Each Annuity Payment. The amount of each payment depends on how
you allocate your Account Value between fixed and variable payouts (some options
require that all payments be made on a fixed basis). No election may be made
that would result in the first Annuity Payment of less than $50, or total yearly
Annuity Payments of less than $250 (less if required by state law). If the
Account Value on the Annuity Date is insufficient to elect an option for the
minimum amount specified, a lump-sum payment must be elected. We reserve the
right to increase the minimum first Annuity Payment amount and the minimum
annual Annuity Payment amount based on increases reflected in the Consumer Price
Index-Urban (CPI-U), since July 1, 1993.

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

CHARGES DEDUCTED DURING THE ANNUITY PERIOD

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

DEATH BENEFIT PAYABLE DURING THE ANNUITY PERIOD

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

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

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

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

     Any lump-sum payment paid under the applicable lifetime or

                                       12
<PAGE>


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


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

INTRODUCTION

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

     The Contract may be purchased on a non-tax qualified basis ("Nonqualified
Contract") or purchased and used in connection with certain retirement
arrangements entitled to special income tax treatment under Sections 403(b) or
408(b) {or 408A} of the Code, or prior to May 1, 1998 under Sections 401(a) or
457 of the Code ("Qualified Contracts"). The ultimate effect of federal income
taxes on the amounts held under a Contract, on Annuity payments, and on the
economic benefit to the Contract Holder, Certificate Holder or Beneficiary may
depend upon the tax status of the individual concerned. Any person concerned
about these tax implications should consult a competent tax adviser before
initiating any transaction.

TAXATION OF THE COMPANY

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

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

TAX STATUS OF THE CONTRACT

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

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

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

     If the Certificate Holder is a natural person but not the Annuitant and the
Annuitant dies, if the Beneficiary does not elect an Annuity Option within 60
days of the date of death, the gain, if any, will be includible in the
Beneficiary's income in the year the Annuitant dies.

                                       13
<PAGE>


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

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

     Required Distributions--Qualified Contracts: The Code has required
distribution rules for Section 401(a), 403(b) and 457 Plans and Individual
Retirement Annuities. Other than for IRAs and for five-percent owners in other
Qualified Contracts, distributions must generally begin by April 1 of the
calendar year following the calendar year in which the participant attains age
70-1/2 or retires, whichever occurs later. For traditional IRA participants 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. {There is no required distribution date for participants in a Roth IRA.}
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 from a traditional IRA must be distributed
over the participant's life or the joint lives of the participant and
beneficiary, or over a period not greater than the participant's life expectancy
or the joint life expectancies of the participant and beneficiary. Also, any
distribution under a Section 457 Plan payable over a period of more than one
year must be made in substantially nonincreasing amounts.

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

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

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

     {The minimum distribution rules also apply to beneficiaries under a Roth
IRA and are based on whether the participant dies before or after distribution
begins.}

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

TAXATION OF ANNUITY CONTRACTS

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

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

                                       14
<PAGE>


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

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

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

     {Any "qualified" distribution from a Roth IRA is not includible in gross
income. A "qualified" distribution is any distribution made after the
participant attains age 59-1/2, or on account of the participant's death or
disability, or for a qualified first-time home purchase. A distribution will not
be treated as "qualified" if it is made within the 5-taxable year period
beginning with the first taxable year for which a contribution was made. If a
distribution is not "qualified", the accumulated earnings are includible in
income. The 10% premature distribution penalty will apply to the taxable portion
of the distribution unless one of the exceptions under the Code applies. (See
"Penalty Tax" below.) A partial distribution will first be treated as a return
of cost basis (i.e. aggregate amount of contributions.)}

   
     {For Roth IRAs, the minimum distribution rules do not apply prior to the
participant's death. (See "Annuity Period" above.)}
    

     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 expected number of payments as defined in Code Section 72 (d).;
however, the remainder of each Annuity Payment is taxable. Once the "investment
in the contract" has been fully recovered, the full amount of any additional
Annuity Payments is taxable. If Annuity Payments cease as a result of an
Annuitant's death before full recovery of the "investment in the contract,"
consult a competent tax advisor regarding deductibility of the unrecovered
amount.

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

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

     If a distribution is made from a Qualified Contract sold in conjunction
with a Section 401(a) Plan or Section 403(b) Plan, the penalty tax will not
apply on distribution made when the participant (a) attains age 59-1/2, (b)
becomes permanently and totally disabled, (c) dies, (d) separates from service
with the plan sponsor at or after age 55, (e) rolls over the distribution amount
to another plan of the same type in accordance with the terms of the Code, or
(f) takes the distributions in substantially equal periodic payments (at least
annually) over his or her life or life expectancy or the joint lives or joint
life expectancies of the participant and 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, except for (d), the same exceptions described in the preceding
paragraph will apply to distributions made from an Individual Retirement
Annuity, {including a distribution from a Roth IRA that is not a "qualified
distribution" or a rollover to a Roth IRA that is not a "qualified rollover"
contribution.} Beginning January 1, 1997, the penalty tax is also waived on
distributions made from an IRA to pay for health insurance premiums for certain
unemployed individuals. Beginning January 1, 1998, the penalty tax is waived if
the amounts withdrawn are used for a qualified first-time home purchase or for
higher education expenses.

     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.

     Special rules may apply on Nonqualified Contracts. See "Required
Distributions - Nonqualified Contracts."

                                       15
<PAGE>


     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.

CONTRACTS USED WITH CERTAIN RETIREMENT PLANS

     Qualified Contracts in General: The Qualified Contract is designed for use
as a Code Section 408(b) 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
(subject to certain exceptions); distributions that do not conform to specified
commencement and minimum distribution rules; and in other specified
circumstances.

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

     Section 457 Plans. Code Section 457 provides for certain deferred
compensation plans. These plans may be offered with respect to service for state
governments, local governments, political subdivisions, agencies,
instrumentalities and certain affiliates of such entities, and tax exempt
organizations. These plans are subject to various restrictions on contributions
and distributions. The plans may permit participants to specify the form of
investment for their deferred compensation account. Prior to the August 20, 1996
enactment of the Small Business Job Protection Act of 1996 (the "Small Business
Act") compensation deferred under the plans, all property and rights purchased
with such amounts, and all income attributable to such amounts, property or
rights remained solely the property and rights of the employer (without being
restricted to the provision of benefits) subject only to the claims of the
employer's general creditors. For that reason, depending on the terms of the
particular plan, the employer may have been entitled to draw on deferred amounts
for purposes unrelated to its Section 457 plan obligations.

     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 $8,000 (as adjusted to reflect changes in the cost of living) or 33-1/2% 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
Compensation means compensation from the participant's employer sponsoring the
plan and, for years beginning after December 31, 1997, includes any elective
deferrals under Code Section 402 (g) and any amounts not includible in gross
income under Code Sections 125 or 457. 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

                                       16
<PAGE>


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 compensation or $30,000. Compensation means compensation from
the participant's employer sponsoring the plan and for years beginning after
December 31, 1997, includes any elective deferrals under Code Section 402 (g)
and any amounts not includible in gross income under Code Sections 125 or 457.
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 you and your
employer made to the plan and 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 $10,000 annually (subject to indexing); a participant's own limit may be
higher or lower, depending on certain conditions. In addition, Purchase Payments
will be excluded from a participant's gross income only if the Plan meets
certain nondiscrimination requirements.

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

INDIVIDUAL RETIREMENT ANNUITIES AND SIMPLIFIED EMPLOYEE PENSION PLANS

     Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as a traditional 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.

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

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

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. If the
recipient is a non-resident alien, any withholding will be governed by Code
Section 1441 based on the individual's citizenship, the country of domicile and
treaty status. We will report to the IRS the taxable portion of all
distributions.


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

DISTRIBUTION

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

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

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

     {The Company may also designate third parties to provide services in
connection with the Contracts such as reviewing applications for completeness
and compliance with insurance requirements and

                                       17
<PAGE>


providing the Distributors with approved marketing material, prospectuses or
other supplies. These parties will also receive payments based on Purchase
Payments for their services, to the extent such payments are allowed by
applicable securities laws. All costs and expenses related to these services
will be paid by the Company.}

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

     {Payment of Commissions. We pay Distributors and their Registered
Representatives who sell the Contracts commissions and service fees.
Distributors will be paid commissions up to an amount currently equal to 6.0% of
Purchase Payments or as a combination of a certain percentage amount of purchase
payments at time of sale and a trail commission as a percentage of assets. Under
the latter arrangement, commission payments may exceed 6.0% of purchase payments
over the life of the Contract. In limited circumstances, we also pay certain of
these professionals compensation, overrides or reimbursement for expenses
associated with the distribution of the Contract.. At times the Company may
offer certain distributors an enhanced commission for a limited period of time.
In addition, some sales personnel may receive various types of non-cash
compensation such as special sales incentives, including trips and educational
and/or business seminars. Supervisory and other management personnel of the
Company may receive compensation that will vary based on the relative
profitability to the Company of the funding options you select. Funding options
that invest in Funds advised by the Company or its affiliates are generally more
profitable to the Company.}

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

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

DELAY OR SUSPENSION OF PAYMENTS

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

PERFORMANCE REPORTING

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

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

VOTING RIGHTS

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

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

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

MODIFICATION OF THE CONTRACT

     The Company may change the Contract as required by federal or state law. In
addition, the Company may, upon 30 days written notice to the Contract Holder,
make other changes to group Contracts that would apply only to individuals who
become Certificate Holders under that

                                       18
<PAGE>


Contract after the effective date of such changes. If the Contract Holder does
not agree to a change, the Company reserves the right to refuse to establish new
Accounts under the Contract. Certain changes will require the approval of
appropriate state or federal regulatory authorities.

TRANSFERS OF OWNERSHIP; ASSIGNMENT

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

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

INVOLUNTARY TERMINATIONS

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

LEGAL MATTERS AND PROCEEDINGS

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

   
Year 2000

         As a healthcare and financial services enterprise, Aetna Inc. (referred
to collectively with its affiliates and subsidiaries as Aetna), is dependent on
computer systems and applications to conduct its business. Aetna has developed
and is currently executing a comprehensive risk-based plan designed to make its
computer systems, applications and facilities Year 2000 ready. The plan covers
four stages including (i) inventory, (ii) assessment, (iii) remediation and (iv)
testing and certification. At year end 1997, Aetna, including the Company, had
substantially completed the inventory and assessment stages. The remediation
process is currently underway and targeted for completion by December 31, 1998.
Testing and certification of these systems and applications are targeted for
completion by mid-1999. The costs of these efforts will affect the Separate
Account.

         The Company, its affiliates and the mutual funds that serve as
investment options for the Separate Account also have relationships with
investment advisers, broker dealers, transfer agents, custodians or other
securities industry participants or other service providers that are not
affiliated with Aetna. Aetna, including the Company, is initiating communication
with its critical external relationships to determine the extent to which Aetna
may be vulnerable to such parties' failure to resolve their own Year 2000
issues. Where practicable Aetna and the Company will assess and attempt to
mitigate their risks with respect to the failure of these parties to be Year
2000 ready. There can be no assurance that failure of third parties to complete
adequate preparations in a timely manner, and any resulting systems
interruptions or other consequences, would not have an adverse effect, directly
or indirectly, on the Separate Account, including, without limitation, its
operation or the valuation of its assets and units.
    

                                       19
<PAGE>


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

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

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


                                       20

<PAGE>


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

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

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

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

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

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

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

     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

                                       1

<PAGE>

current deposit period or to other available investment options, or surrender
without an MVA (if applicable, a deferred sales charge is assessed on the
surrendered amount). The provision is available only during the calendar month
immediately following a guaranteed term maturity date and only applies to the
first transaction regardless of the amount involved in the transaction.

MORTALITY AND EXPENSE RISK CHARGES

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

TRANSFERS

     Amounts applied to a guaranteed term during a deposit period may not be
transferred to any other funding option or to another guaranteed term during
that deposit period or for 90 days after the close of that deposit period. This
does not apply to (1) amounts transferred on the Maturity Date or under the
maturity value transfer provision; (2) amounts transferred from the Guaranteed
Account before the Maturity Date due to the election of an Annuity Option; (3)
amounts distributed under the Estate Conservation or Systematic Withdrawal
Options; and (4) amounts transferred from an available Guaranteed Term in
connection with the Dollar Cost Averaging Program. However, if the Certificate
Holder discontinues the Dollar Cost Averaging Program and the amounts in it are
transferred in accordance with the Company's terms and conditions governing
Guaranteed Terms, an MVA will apply. 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 an MVA.
However, only a positive aggregate MVA will be applied to transfers made due to
annuitization under one of the lifetime Annuity Options described in item (2)
above.

     The Company reserves the right to limit the number of investment options
selected during the Accumulation Period. At this time there is no limit on the
number of options selected during the Accumulation Period, but the number of
investment options that may be selected at any one time by a Certificate Holder
presently is limited to 18. Under the Guaranteed Account, each guaranteed term
is counted as one funding option. If a guaranteed term matures, and is renewed
for the same term, it will not count as an additional investment option.

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

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

DEATH BENEFIT

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

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

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

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

DISTRIBUTION

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

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

                                       2
<PAGE>




                                   APPENDIX B

                                  FIXED ACCOUNT

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

Fixed Account

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

   
     Amounts applied to the Fixed Account will earn the interest rate in effect
when actually applied to the Fixed Account. The Fixed Account is only available
in certain states. If a withdrawal is made from the Fixed Account, a deferred
sales charge may apply. Amounts allocated to the Fixed Account will count as an
option for purposes of the 18 investment option limit. (See the Contract
Prospectus).
    

Dollar Cost Averaging

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

Mortality and Expense Risk Charges

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

Transfers Among Investment Options

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

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

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

                                        1

<PAGE>
   
                                   APPENDIX C

                         DESCRIPTION OF UNDERLYING FUNDS

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

     Aetna Balanced VP, Inc. (formerly Aetna Investment Advisers Fund, Inc.)

     Investment Objective

     Seeks to maximize investment return, consistent with reasonable safety of
principal by investing in a diversified portfolio of one or more of the
following asset classes: stocks, bonds, and cash equivalents, based on the
investment adviser's judgment of which of those sectors or mix thereof offers
the best investment prospects.

     Policies

     Assets are allocated among common and preferred stocks, bonds, U.S.
Government securities and derivatives, and money market instruments. The Fund
may also invest in when-issued or delayed-delivery securities. The Fund
generally will maintain at least 25 percent of its total assets in fixed income
securities.

     Risks

     There can be no assurance that the investment adviser will always allocate
assets to the best performing sectors. The Fund's performance would suffer if a
major proportion of its assets were allocated to stocks in a declining market
or, similarly, if a major portion of its assets were allocated to bonds in a
time of adverse interest rate movement. High-yield bonds involve additional
investment risk. Foreign securities may involve certain additional risks. Such
risks include: currency fluctuations and related currency conversion costs; less
liquidity; price or income volatility; less government supervision and
regulation of foreign stock exchanges, brokers and listed companies; adverse
foreign political and economic developments; different accounting procedures and
auditing standards; and less publicly available information about foreign
issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

                     Aetna Income Shares d/b/a Aetna Bond VP

     Investment Objective

     Seeks to maximize total return, consistent with reasonable risk, through
investments in a diversified portfolio consisting primarily of debt securities.

     Policies

     The Fund will invest at least 65 percent of its total assets in debt
securities. It is anticipated that the portfolio's effective average maturity
will normally be between three and ten years. The Fund will normally invest at
least 70 percent of its assets in one or more of the following: a) debt
securities or obligations that are rated at the time of purchase within the four
highest categories assigned by Moody's Investors Service, Inc., Standard &
Poor's Corporation, or other rating agencies, or, if not rated, that are
considered by the investment adviser to be of comparable quality; b) securities
of, or guaranteed by, the U.S. Government, its agencies or instrumentalities; c)
marketable securities or obligations of, or guaranteed by, foreign governments;
d) commercial paper and other short-term investments having a maturity of less
than one year that are considered by the investment adviser to be investment
grade; and, e) cash or cash equivalents. May invest up to 30 percent of its
total assets in high-yield bonds. May invest up to 25 percent of its total
assets in foreign debt and/or equity securities.

     Risks

     The value of debt securities may be affected by changes in general interest
rates. High-yield bonds tend to offer higher yields than investment-grade bonds,
but additional risks are associated with them. Foreign securities may involve
certain additional risks. Such risks include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies; adverse foreign political and economic developments; different
accounting procedures and auditing standards; and less publicly available
information about foreign issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

                                      1
    
<PAGE>

   
              Aetna Variable Fund d/b/a Aetna Growth and Income VP

     Investment Objective

     Seeks to maximize total return through investments in a diversified
portfolio of common stocks and securities convertible into common stock. It is
anticipated that capital appreciation and investment income will both be major
factors in achieving total return.

     Policies

     The Fund will invest principally in common stocks and securities
convertible into common stock that the investment adviser believes have
significant potential for capital appreciation and/or investment income. May
invest up to 25 percent of its total assets in foreign equity securities. The
Fund may invest in nonconvertible preferred stocks, debt securities, rights and
warrants; the Fund may maintain a reserve of cash and high-grade, short-term
debt securities and the Fund may purchase securities on a when-issued or
delayed-delivery basis.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Foreign
securities may involve certain additional risks. Such risks include: currency
fluctuations and related currency conversion costs; less liquidity; price or
income volatility; less government supervision and regulation of foreign stock
exchanges, brokers and listed companies; adverse foreign political and economic
developments; different accounting procedures and auditing standards; and less
publicly available information about foreign issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

             Aetna Variable Encore Fund d/b/a Aetna Money Market VP

     Investment Objective

     Seeks to provide high current return, consistent with preservation of
capital and liquidity, through investment in high-quality money market
instruments.

     Policies

     The Fund will Invest primarily in: a) money market instruments that have a
maturity at the time of purchase, of 397 days or less (762 days or less for U.S.
government securities), and b) debt securities with a longer maturity, if the
Fund has the absolute right to sell such securities back to the issuer for at
least the face amount of the debt obligation within 397 days after the date of
purchase. At least 95 percent of total Fund assets are invested in high-quality
securities (those receiving the highest credit rating by any two rating agencies
or one if only one agency has rated the security). May invest up to 25 percent
of its total assets in foreign securities.

     Risks

     Yield will fluctuate with interest rates. The Fund is neither insured nor
guaranteed by the U.S. government. Foreign securities may involve certain
additional risks. Such risks include: currency fluctuations and related currency
conversion costs; less liquidity; price or income volatility; less government
supervision and regulation of foreign stock exchanges, brokers and listed
companies; adverse foreign political and economic developments; different
accounting procedures and auditing standards; and less publicly available
information about foreign issuers.

     An investment in the Fund is neither insured nor guaranteed by the U.S.
Government.

     Investment Adviser: Aeltus Investment Management, Inc.

               Aetna Generation Portfolios, Inc. - Aetna Ascent VP
                   (formerly Aetna Ascent Variable Portfolio)

     Investment Objective

     Seeks to provide capital appreciation. The Portfolio is designed for
investors who have an investment horizon exceeding 15 years and who have a high
level of risk tolerance.

     Policies

     Invests assets within specified maximum percentage ranges and adjusts the
allocation mix in response to market trends and indicators:

     o    Equity securities are chosen on the basis of their potential for
          capital appreciation.

     o    Fixed income securities may include obligations of the U.S. and
          foreign governments as well as obligations of corporations and
          high-yield bonds.

                                       2
    
<PAGE>

   
     o    Money market investments are high quality and present minimal credit
          risk.

     The benchmark portfolio is 80 percent equities and 20 percent fixed income
under neutral market conditions.

     Risks

     Equity securities are subject to a decline in the stock market or in the
value of the company, while debt securities may be affected by changes in
general interest rates and in the creditworthiness of the issuer. High-yield
bonds have additional credit risks, including lack of liquidity, greater
likelihood of default and increased sensitivity to difficult economic and
corporate developments.

     Foreign securities involve currency and other special risks not present in
domestic securities. Real estate securities may be subject to the same risks
associated with direct ownership of real estate.

     Investment Adviser: Aeltus Investment Management, Inc.

             Aetna Generation Portfolios, Inc. - Aetna Crossroads VP
                 (formerly Aetna Crossroads Variable Portfolio)

     Investment Objective

     Seeks to provide total return (i.e., income and capital appreciation, both
realized and unrealized). The Portfolio is designed for investors who have an
investment horizon exceeding ten years and who have a moderate level of risk
tolerance.

     Policies

     Invests assets within specified maximum percentage ranges and adjusts the
allocation mix in response to market trends and indicators:

     o    Equity securities are chosen on the basis of their potential for
          capital appreciation.

     o    Fixed income securities may include obligations of the U.S. and
          foreign governments as well as obligations of corporations and
          high-yield bonds.

     o    Money market investments are high quality and present minimal credit
          risk.

     The benchmark portfolio is 60 percent equities and 40 percent fixed income
under neutral market conditions.

     Risks

     Equity securities are subject to a decline in the stock market or in the
value of the company; debt securities may be affected by changes in general
interest rates and in the creditworthiness of the issuer. High-yield bonds have
additional credit risks. International securities involve currency and other
special risks not present in domestic securities. Real estate securities may be
subject to the same risks associated with direct ownership of real estate.

     Investment Adviser: Aeltus Investment Management, Inc.

               Aetna Generation Portfolios, Inc. - Aetna Legacy VP
                   (formerly Aetna Legacy Variable Portfolio)

     Investment Objective

     Seeks to provide total return consistent with preservation of capital. The
Portfolio is designed for investors who have an investment horizon exceeding
five years and who have a low level of risk tolerance.

     Policies

     Invests assets within specified maximum percentage ranges and adjusts the
allocation mix in response to market trends and indicators:

     o    Equity securities are chosen on the basis of their potential for
          capital appreciation.

     o    Fixed income securities may include obligations of the U.S. and
          foreign governments as well as obligations of corporations and
          high-yield bonds.

     o    Money market investments are high-quality and present minimal credit
          risk.

     The benchmark portfolio is 40 percent equities and 60 percent fixed income
under neutral market conditions.

     Risks

     Equity securities are subject to a decline in the stock market or value of
the issuer; debt securities may be affected by changes in general interest rates
and creditworthiness of the issuer. High-yield bonds have additional credit
risks. International securities involve currency and other special



                                       3
    
<PAGE>

   
risks not present in domestic securities. Real estate securities may be subject
to the same risks associated with direct ownership of real estate.

     Investment Adviser: Aeltus Investment Management, Inc.

                Aetna Variable Portfolios, Inc. - Aetna Growth VP
                   (formerly Aetna Variable Growth Portfolio)

     Investment Objective

     Seeks growth of capital through investment in a diversified portfolio of
common stocks and securities convertible into common stocks believed to offer
growth potential.

     Policies

     Normally invests at least 65 percent of its total assets in common stocks
that have significant potential for capital growth. May also invest in
convertible and nonconvertible preferred stocks. May buy and sell put and call
options, and stock index futures and options. May enter into repurchase
agreements and invest up to 25 percent of its total assets in foreign
securities. Will not invest more than 15 percent of the total value of its
assets in high-yield bonds.

     Risks

     Equity securities are subject to a decline in the stock market or in the
value of the company and preferred stocks have price risk and some interest rate
and credit risk. Foreign investing involves certain additional risks not present
in U.S. securities. Such risks may include: currency fluctuations and related
currency conversion costs: less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies; adverse foreign political and economic developments; different
accounting procedures and auditing standards; and less publicly available
information about foreign issuers. High-yield bonds may provide a higher return,
but have added risk. Derivatives may experience greater price swings and may be
less liquid than other securities.

     Investment Adviser: Aeltus Investment Management, Inc.

         Aetna Variable Portfolios, Inc. - Aetna Index Plus Large Cap VP
                 (formerly Aetna Variable Index Plus Portfolio)

     Investment Objective

     Seeks to outperform the total return performance of publicly traded common
stocks represented in the Standard & Poor's 500 Composite Stock Price Index (S&P
500).

     Policies

     The Portfolio attempts to be fully invested in common stocks and normally
invests at least 90 percent of its assets in certain common stocks represented
in the S&P 500. Portfolio managers will attempt to outperform the S&P 500 by
creating a portfolio that has similar market risk characteristics to the S&P
500, but will use a disciplined quantitative analysis to identify those stocks
having the greatest likelihood of either outperforming or underperforming the
market.

     Risks
     Because the Portfolio invests in common stocks, it is subject to the
possibility that common stock prices will decline over short or even extended
periods. The U.S. stock market tends to be cyclical, with periods when stock
prices generally rise and periods when prices generally decline. There is no
assurance that the Portfolio's objectives will be met.

     Investment Adviser: Aeltus Investment Management, Inc.

            Aetna Variable Portfolios, Inc. - Aetna International VP

     Investment objective

     Seeks long-term capital growth primarily though investment in a diversified
portfolio of common stocks principally traded in countries outside of the United
States. The Portfolio will not target any given level of current income.

     Policies

     Invests at least 65 percent of its total assets among securities
principally traded in three or more countries outside of North America. The
Portfolio will invest primarily in equity securities, including securities
convertible into stocks. The Portfolio will invest in a broad spectrum of
companies and industries. Further, from time to time, the Portfolio may hold up
to 10 percent of its total assets in long-term debt securities with an S&P or
Moody's rating of AA/Aa or above, or, if unrated, are considered by the
investment adviser to be of comparable quality. Additionally, the Portfolio



                                       4
    
<PAGE>

   
may invest in options, futures, enter into repurchase agreements and engage in
currency hedging.

     Risks

     Equity securities are subject to a decline in the stock market or in the
value of the company. Investments in foreign securities involve certain
additional risks. Such risks may include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies; adverse foreign economic and political developments; different
accounting procedures and auditing standards; and less publicly available
information about foreign issuers. Derivatives may experience greater price
swings and may be less liquid than other securities.

     Investment Adviser: Aeltus Investment Management, Inc.

        Aetna Variable Portfolios, Inc. - Aetna Real Estate Securities VP

     Investment Objective

     Seeks maximum total return primarily through investment in a diversified
portfolio of equity securities issued by real estate companies, the majority of
which are real estate investment trusts (REITs).

     Policies

     Normally invests at least 65 percent of total assets in income-producing
equity securities of publicly-traded companies "principally engaged" in the real
estate industry, including those companies that, at the time of purchase, derive
a significant proportion (at least 50 percent) of their revenues or profits from
real estate operations or related services. The Portfolio may invest in
convertible securities and preferred stock. Additionally, the Portfolio may
invest in options and futures, enter into repurchase agreements, and invest up
to 25 percent of its total assets in foreign securities. The Portfolio will not
invest more than 15 percent of the total value of its assets in high-yield
bonds.

     Risks

     There are a number of risk factors to be considered when investing in Real
Estate Securities VP. Derivatives may experience greater price swings than other
securities and may be less liquid than other securities. Risks involved in
futures contracts include, but are not limited to: transactions to close out
futures contracts may not be able to be effected at favorable prices; possible
reduction in a fund's total return and yield; possible reduction the value of
the futures instrument, and potential losses in excess of the amount invested in
the futures contracts themselves. Writing call options involves the risk of not
being able to effect closing transactions at favorable prices or to participate
in the appreciation of the underlying securities. Purchasing put options
involves the risk of losing the entire purchase price of the option. High-yield
bonds have additional risks associated with them, including but not limited to:
lack of liquidity; an unpredictable secondary market and a higher risk of
default. Special consideration to an investment in real estate include those
risks associated with the direct ownership of real estate: declines in the value
of real estate, risks related to general and local economic conditions,
over-building and increased competition, increases in property taxes and
operating expenses, changes in zoning laws and other risks particular to this
market. The value of securities of companies which service the real estate
industry may also be affected by such risks.

     Investment Adviser:  Aeltus Investment Management, Inc.

            Aetna Variable Portfolios, Inc. - Aetna Small Company VP
               (formerly Aetna Variable Small Company Portfolio)

     Investment Objective

     Seeks growth of capital primarily through investment in a diversified
portfolio of common stocks and securities convertible into common stocks of
companies with smaller market capitalizations.

     Policies

     Normally invests at least 65 percent of its total assets in the common
stock of companies with equity market capitalizations at the time of purchase of
$1 billion or less. May also invest in convertible and nonconvertible preferred
stock. The securities of small capitalization companies may be in an early
developmental stage or older companies entering a new stage of growth due to
management changes, new technology, products, or markets. Such companies may
also be undervalued due to poor economic conditions, market decline, or actual
or unanticipated unfavorable developments affecting the companies. May invest in
lower-risk derivatives for hedging and other investment purposes.

     Risks

     Equity securities are subject to a decline in the stock market or in the
value of the company. Although securities of small capitalization companies tend
to offer greater potential for growth than securities of larger, more
established issuers, there are additional risks associated with them. These
include: limited marketability, more abrupt or erratic market movements than
securities of larger capitalization companies, and less publicly



                                       5
    
<PAGE>

   
available information about the issuer. These companies may also be dependent on
relatively few products or services, have limited financial resources and lack
of management depth, and may have less of a track record or historical pattern
of performance. Derivatives may experience greater price swings and may be less
liquid than other securities.

     Investment Adviser: Aeltus Investment Management, Inc.



          Aetna Variable Portfolios, Inc. - Aetna Value Opportunity VP
            (formerly Aetna Variable Capital Appreciation Portfolio)

     Investment Objective

     Seeks growth of capital primarily through investment in a diversified
portfolio of common stocks and securities convertible into common stock.

     Policies

     Normally invests at least 65 percent of its net assets in common stocks.
May also invest in convertible and non-convertible preferred stocks. The
Portfolio will use a value oriented approach to stock selection. The Portfolio
may invest up to 25 percent of its total assets in foreign securities, buy and
sell put and call options on stock indices and on individual stocks, purchase
futures contracts, options contracts, engage in currency hedging and purchase
securities on a "when-issued," delayed-delivery or forward-commitment basis.

     Risks

     Equity securities are subject to a decline in the stock market or in the
value of the issuer, and preferred stocks have price risk and some interest rate
and credit risk. The value of debt securities may be affected by changes in
general interest rates and in the creditworthiness of the issuer. Investments in
securities of foreign issuers or securities denominated in foreign currencies
involve risks not present in domestic markets. Such risks include: currency
fluctuations and related currency conversion costs; less liquidity; price or
income volatility; less government supervision and regulation of foreign stock
exchanges, brokers and listed companies; adverse foreign political and economic
developments; different accounting procedures and auditing standards; and less
publicly available information about foreign issuers.

     Investment Adviser: Aeltus Investment Management, Inc.



                        Calvert Social Balanced Portfolio
           (formerly Calvert Responsibly Invested Balanced Portfolio)

     Investment Objective

     Seeks to achieve a total return above the rate of inflation through an
actively managed, nondiversified portfolio of common and preferred stocks, bonds
and money market instruments which offer income and capital growth opportunity
and which satisfy the social criteria established for the Portfolio.

     Policies

     The Portfolio may purchase both common and preferred stocks. Although there
is no predetermined percentage of assets allocated to stocks, bonds, or money
market instruments, the Portfolio will invest a least 25 percent of its assets
in senior fixed income securities. The Portfolio normally invests in
investment-grade bonds rated in one of the four highest rating categories by
Standard & Poor's Corporation or by Moody's Investors Service, Inc. or, if not
rated, that are determined by the Portfolio's investment adviser to be of
comparable quality. The Portfolio may invest up to 10 percent of its assets in
foreign securities.

     Risks

     Since the Portfolio is nondiversified, the value of the shares may be more
susceptible to any single economic, political, or regulatory event than the
shares of a diversified portfolio. Fixed income investments are subject to
interest rate risk. There are also risks involved in investing in foreign
securities. These include currency risks, less publicly available information
about foreign companies, different audit and financial reporting standards, and
less government supervision and regulation.

     Investment Adviser: Calvert Asset Management Company, Inc.


                                       6
    
<PAGE>


   
                     Fidelity Investments Variable Insurance
                    Products Fund - Equity-Income Portfolio

     Investment Objective

     Seeks reasonable income by investing primarily in income-producing equity
securities. Also considers the potential for capital appreciation.

     Policies

     Seeks to achieve a yield that will beat that of the Standard & Poor's (S&P)
500 Index. The Portfolio normally invests at least 65 percent of its total
assets in income-producing equity securities. The Portfolio has the flexibility,
however, to invest the balance in all types of domestic and foreign securities,
including bonds. Portfolio managers do not expect to invest in debt securities
of companies that do not have proven earnings or credit.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. The value of
bonds fluctuates based on changes in interest rates and in the credit quality of
the issuer. Foreign securities, foreign currencies and securities issued by U.S.
entities with substantial foreign operations may involve additional risks. These
include political or economic risks, fluctuations in foreign currencies
withholding or other taxes, operational risks, increased regulatory burdens, and
less stringent investor protection and disclosure standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company

                     Fidelity Investments Variable Insurance
                        Products Fund - Growth Portfolio

     Investment Objective

     Seeks capital appreciation by investing in common stock, although its
investments are not restricted to any one type of security.

     Policies

     The Portfolio may, however, pursue growth in larger companies that hold a
strong position in the market or industry. These may be found in mature or
declining industries. Companies that have strong growth potential often have new
products, technologies, distribution channels, or other opportunities.
Generally, these domestic and foreign companies tend to be small- and mid-sized
companies that have higher than average price/earnings (P/E) ratios. A high P/E
ratio means that the stock is more expensive than average relative to the
company's earnings. May not invest more than 50 percent of its assets in foreign
securities.

     Risks

     Stock values may fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. The market
prices of stocks with high P/E ratios may be particularly sensitive to economic
market or company news. Foreign securities, foreign currencies, and securities
issued by U.S. entities with substantial foreign operations may involve
additional risks. These include political or economic risks, fluctuations in
foreign currencies, withholding or other taxes, operational risks, increased
regulatory burdens, and less stringent investor protection and disclosure
standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company

                     Fidelity Investments Variable Insurance
                     Products Fund - High Income Portfolio

     Investment Objective

     Seeks to obtain a high level of current income by investing primarily in
high-yielding, lower-rated, fixed income securities, while also considering
growth of capital.

     Policies

     Invests primarily in all types of income-producing debt securities,
preferred stocks, and convertible securities. The Portfolio normally invests at
least 65 percent of its assets in these securities. If consistent with its
investment objectives, the Portfolio may also invest in common stocks, other
equity securities, and debt securities that are not currently paying interest
but that are expected to do so in the future. The Portfolio manager focuses on
assembling a portfolio of income-producing securities that it believes will
provide the best tradeoff between risk and return within the range of securities
that are eligible investments for the Portfolio. The Portfolio may invest up to
50 percent of its total assets in foreign securities.


                                       7
    
<PAGE>

   
     Risks

     Yield and share price change daily and are based on changes in interest
rates, market conditions, other economic and political news, and on the quality
and maturity of the Portfolio's investments. Lower quality debt securities (also
known as "junk bonds") are considered to have speculative characteristics and
involve greater risk of default or price changes. Foreign securities, foreign
currencies and securities issued by U.S. entities with substantial foreign
operations may involve additional risks. These include political or economic
risks, fluctuations in foreign currencies, withholding or other taxes,
operational risks, increased regulatory burdens, and less stringent investor
protection and disclosure standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company

                     Fidelity Investments Variable Insurance
                       Products Fund - Overseas Portfolio

     Investment Objective

     Seeks long-term growth by investing mainly in foreign securities.

     Policies

     Normally invests at least 65 percent of the Portfolio's total assets in
securities of issuers whose principal activities are located outside the United
States. Expects to invest a majority of its assets in equity securities, but may
also invest in debt securities of any quality. Invests in securities of both
developed and emerging markets. May invest in the securities of any issuer,
including companies and other business organizations as well as governments and
government agencies. Will tend to focus on the equity securities of both large
and small companies. May invest in short-term debt securities and money market
instruments for cash management purposes. When allocating the Portfolio's
investments among countries and regions, the Portfolio managers consider the
size of the market in each country and region relative to the size of the
international market as a whole. May not invest more than 25 percent of its
total assets in any one industry.

     Risks

     Stock values fluctuate in response to the activities of individual
companies, and general market and economic conditions. International funds have
increased economic and political risks because they are exposed to events and
factors in the various world markets, especially in emerging markets. In
addition, changes in the value of foreign currencies can significantly affect
the Portfolio's share price. The Portfolio seeks to reduce investment risk by
diversifying its holdings among many companies and industries.

     Investment Adviser: Fidelity Management & Research Company

                     Fidelity Investments Variable Insurance
                   Products Fund II - Asset Manager Portfolio

     Investment Objective

     Seeks high total return with reduced risk over the long term by allocating
its assets among domestic and foreign stocks, bonds and short-term money market
instruments.

     Policies

     Invests in a diverse range of stocks, bonds, short-term, and money market
instruments, issued in the United States and abroad. The stock class includes
equity securities of all types. The bond class includes all varieties of fixed
income instruments with maturities of more than three years. The short-term
instruments class includes all types of short-term instruments with remaining
maturities of three years or less. The Portfolio has a neutral mix which
represents the way investments generally will be allocated over the long term.
This mix will vary over short-term periods - within defined ranges based on the
current outlook for the different markets. May invest up to 50 percent of its
total assets in foreign securities.

     Risks

     The Portfolio seeks to reduce its overall risk by diversifying among
different types of investments, but aggressively invests in a wide variety of
security types, including stocks and bonds issued in developed and developing
countries. Stock values fluctuate in response to the activities of individual
companies and general market and economic conditions. The value of bonds and
short-term instruments fluctuates based on changes in interest rates and in the
credit quality of the issuer. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks.

     Investment Adviser: Fidelity Management & Research Company


                                       8
    
<PAGE>


   
                     Fidelity Investments Variable Insurance
                    Products Fund II - Contrafund Portfolio

     Investment Objective

     Seeks maximum total return over the long term by investing mainly in
securities of companies whose value the investment adviser believes is not fully
recognized by the public.

     Policies

     Usually invests in common stock and securities convertible into common
stock, but may invest in any type of security that may produce capital
appreciation. Seeks companies that are: 1) unpopular, but that may improve due
to developments such as a change in management, a new product line, or an
improved balance sheet; or 2) recently popular, but temporarily out of favor due
to short-term or one-time factors; or, undervalued compared to other companies
in the same industry. May not invest more than 25 percent of its total assets in
any one industry.

     Risks

     Stock values may fluctuate in response to the activities of an individual
company or general market and economic conditions. The Portfolio's strategy can
lead to investments in small- and medium-sized companies, which carry more risk
than larger ones. Generally, such companies rely on limited product lines and
markets, financial resources or other factors. This may make them more
susceptible to downturns. Foreign securities, foreign currencies, and securities
issued by U.S. entities with substantial foreign operations may involve
additional risks. These include political or economic risks, fluctuations in
foreign currencies, withholding or other taxes, operational risks, increased
regulatory burdens, and less stringent investor protection and disclosure
standards of foreign markets. Seeks to manage risk by diversifying its holdings
among many companies and industries.

     Investment Adviser: Fidelity Management & Research Company

                     Fidelity Investments Variable Insurance
                     Products Fund II - Index 500 Portfolio

     Investment Objective

     Seeks to provide investment results that correspond to the total return of
common stocks publicly traded in the United States by duplicating the
composition and total return of the Standard & Poor's Composite Index of 500
Stocks (S&P 500).

     Policies

     Normally invests at least 80 percent (65 percent if Portfolio assets are
below $20 million) of the Portfolio's assets in equity securities of companies
that comprise the S&P 500. In seeking a 98 percent or better long-term
correlation of the Portfolio's total return to that of the S&P 500, The
investment adviser employs a "passive" or "indexing" approach and tries to
allocate its assets similarly to those of the index. The Portfolio's composition
may not always be identical to that of the index. If extraordinary circumstances
warrant, the investment adviser may exclude a stock held in the S&P 500 and
include a similar stock in its place if doing so will help the Portfolio achieve
its objective. The investment adviser monitors the correlation between the
performance of the Portfolio and the S&P 500 on a regular basis. Although the
Portfolio focuses on common stocks, it may invest in other equity securities and
other types of instruments. The Portfolio may invest up to 50 percent of its
assets in foreign securities.

     Risks

     Stock values fluctuate in response to the activities of individual
companies, and general market and economic conditions. Foreign securities,
foreign currencies, and securities issued by U.S. entities with substantial
foreign operations may involve additional risks and considerations. These
include risks related to political or economic conditions in foreign countries,
fluctuations in foreign debt currencies, withholding or other taxes, operational
risks, increased regulatory burdens, and potentially less stringent investor
protection and disclosure standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company; Subadviser:
Bankers Trust Company



                Janus Aspen Series - Aggressive Growth Portfolio

     Investment Objective

     Seeks long-term growth of capital.

     Policies

     A nondiversified portfolio that invests primarily in common stocks of
foreign and domestic companies selected for their growth potential. Normally
invests at least 50 percent of its equity assets in securities issued by
medium-sized companies those whose market capitalizations fall within the range
of companies in the Standard and Poor's (S&P) Mid Cap 400 Index. May invest, to
a lesser degree, in other types of securities including preferred stocks,
warrants, convertible securities, and debt securities. May invest up to 35
percent of its net assets in high-yield/high-risk


                                       9
    
<PAGE>

   
debt securities ("junk bonds"). May at times hold substantial positions in cash
equivalents or interest-bearing securities.

     Risks

     Stock values may fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Smaller or newer issuers are
more likely to realize more substantial growth as well as suffer more
significant losses than larger or more established issuers. Investments in such
companies can be both more volatile and more speculative. Investments in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These risks include currency,
political, economic, regulatory, and market risk factors. High-yield/high-risk
securities are generally more dependent on the ability of the issuer to meet
interest and principal payments (i.e., credit risk). Issuers of high-yield
securities may not be as strong financially as those issuing bonds with higher
credit ratings. They are more vulnerable to real or perceived economic changes,
political changes or other adverse developments.

     Investment Adviser: Janus Capital Corporation

                     Janus Aspen Series - Balanced Portfolio

     Investment Objective

     Seeks long-term capital growth, consistent with preservation of capital and
balanced by current income.

     Policies

     Normally invests 40-60 percent of its assets in securities selected
primarily for their growth potential and 40-60 percent of its assets in
securities selected primarily for their income potential. Invests in common
stocks of domestic and foreign companies. May invest to a lesser degree in other
types of securities including preferred stocks, warrants, convertible
securities, and debt securities when the portfolio manager perceives an
opportunity for capital growth. Assets may shift between the growth and income
components of the Portfolio based on the portfolio manager's analysis of
relevant market financial and economic conditions. The portfolio manager
generally takes a "bottom up" approach to building the Portfolio, seeking to
identify individual companies with earnings growth potential that may not be
recognized by the market at large.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Investments in
foreign securities, including those of foreign governments, involve greater
risks than investing in comparable domestic securities. These risks include
currency, political, economic, regulatory and market risk factors. Risk is
reduced through diversification.

     Investment Adviser: Janus Capital Corporation

                 Janus Aspen Series - Flexible Income Portfolio

     Investment Objective

     Seeks to obtain maximum total return, consistent with the preservation of
capital.

     Policies

     The Portfolio invests at least 80 percent of its assets in income-producing
securities which may include: corporate bonds and notes, preferred stock,
income-producing common stocks, debt securities convertible or exchangeable into
equity securities, and debt securities with the right to acquire equity
securities as evidenced by warrants attached to or acquired with the securities.
May invest to a lesser degree in common stocks, other equity securities, or debt
securities not currently paying dividends or interest. May purchase securities
of any maturity and quality. Average maturity and quality of its portfolio may
vary substantially. May invest without limit in foreign securities, including
those of corporate and government issuers, as well as in high-yield/high-risk
securities. May have substantial holdings of such securities, as well as in
high-yield/high-risk securities (or "junk bonds") which are debt securities
rated below investment grade by the primary rating agencies such as Standard &
Poor's and Moody's.

     Risks

     Foreign investing involves risks that are different in some respects from
investments in securities of U.S. issuers including: economic/political
volatility; less government regulation and supervision of foreign stock
exchanges, brokers and listed companies; and price, interest rate and currency
risk. The value of lower-quality securities generally depends more on the
ability of the issuer to meet interest and principal payments than is true for
higher-quality securities. Issuers of high-yield securities are more vulnerable
to real or perceived economic and political changes or adverse developments
specific to the issuer. In the event of a default, the Portfolio would
experience a reduction of its income and a decline in the market value of the
defaulted securities.

     Investment Adviser: Janus Capital Corporation


                                       10
    
<PAGE>

   
                     Janus Aspen Series - Growth Portfolio

     Investment Objective

     Seeks long-term growth of capital in a manner consistent with the
preservation of capital.

     Policies

     Invests in common stocks of companies of any size, although it generally
invests in larger, more established issuers. Invests primarily in stocks of
domestic and foreign companies selected for their growth potential. May at times
hold substantial positions in cash equivalents or interest bearing securities.
May invest to a lesser degree in other types of securities including preferred
stocks, warrants, convertible securities, and debt securities when its portfolio
manager perceives an opportunity for capital growth. Using a "bottom up"
approach to building the Portfolio, the portfolio manager seeks to identify
individual companies with earnings growth potential that may not be recognized
by the market at large. Securities are generally selected without regard to any
defined industry sector. Securities are selected solely for their capital growth
potential; investment income is not a consideration.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Smaller or newer issuers are
more likely to realize more substantial growth as well as suffer more
significant losses than larger or more established issuers. Investments in such
companies can be both more volatile and more speculative. Investments in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These risks include currency,
political, economic, regulatory and market risk factors. Risk is reduced through
diversification.

     Investment Adviser: Janus Capital Corporation

                 Janus Aspen Series - Worldwide Growth Portfolio

     Investment Objective

     Seeks long-term growth of capital in a manner consistent with the
preservation of capital.

     Policies

     A diversified portfolio that invests primarily in common stocks of foreign
and domestic issuers. Invests worldwide in companies and organizations of any
size, regardless of country of organization or place of principal business
activity. Normally invests in issuers from at least five different countries,
including the United States. May at times invest in fewer than five countries or
even in a single country. May hold substantial positions in cash equivalents or
interest-bearing securities. May invest to a lesser degree in other types of
securities, including preferred stocks, warrants, convertible securities, and
debt securities, when the portfolio manager perceives an opportunity for growth.
May invest up to 35 percent of net assets in high-yield/high-risk securities
(also called "junk bonds"). May invest without limit in foreign equity and debt
securities.

     Risks

     Stock values may fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Investment in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These include currency, political,
economic, regulatory and market risk factors. High-yield/high-risk securities
are generally more dependent on the ability of the issuer to meet interest and
principal payments (i.e., credit risk). Issuers of high-yield securities may not
be as strong financially as those issuing bonds with higher credit ratings. They
are more vulnerable to real or perceived economic changes, political changes or
other adverse developments.

     Investment Adviser: Janus Capital Corporation


                                       11
    
<PAGE>

   
                             MFS Total Return Series

     Investment Objective

     Seeks to provide above average income (compared to a portfolio invested
entirely in equity securities) consistent with the prudent employment of
capital. Its secondary objective is to provide a reasonable opportunity for
growth of capital and income.

     Policies

     Under normal market conditions, at least 25 percent of the Series' assets
will be invested in fixed income securities, and at least 40 percent (but no
more than 75 percent) of the Series' assets will be invested in equity
securities. The Series invests in a broad list of securities, including
short-term obligations. The list may be diversified not only by companies and
industries, but also by type of security. May vary the percentage of assets
invested in any one type of security depending on the Adviser's interpretation
of economic and money market conditions, fiscal and monetary policy, and
underlying security values. The Series debt investment may consist of both
investment grade securities and securities that are lower rated or unrated
categories (commonly known as "junk bonds"). May hold up to 20 percent of its
assets in foreign securities (including emerging market securities and Brady
Bonds) which are not traded on a U.S. exchange.

     Risks

     Investing in the securities of foreign issuers generally involves risks not
ordinarily associated with investing in securities of domestic issuers. These
include changes in currency rates, exchange control regulations, governmental
administration or economic or monetary policy (in the U.S. or abroad), or
circumstances in dealing between nations. Other considerations include limited
information about foreign issuers, higher brokerage costs, different accounting
standards, and thinner trading markets.

     Investment Adviser: Massachusetts Financial Services Company ("MFS")

                          MFS World Governments Series

     Investment Objective

     Seeks not only preservation but also growth of capital, together with
moderate current income.

     Policies

     The Series seeks to achieve its investment objective through a
professionally managed, internationally diversified portfolio consisting
primarily in debt securities and, to a lesser extent, equity securities. Under
normal circumstances, the Series invests at least 80 percent of its assets in
debt securities. The Series may invest up to 100 percent (although it generally
expects to invest not more than 80 percent) of its net assets in foreign
securities. At least 65 percent of the Series' assets will be invested in at
least three different countries, one of which may be the U.S., except when the
Adviser believes that investing for temporary defensive purposes is appropriate.
U.S. assets will be invested in high-quality debt securities, and the remainder
of the assets will be diversified among countries where opportunities for total
return are expected to be most attractive. It is currently expected that
investments in foreign countries will be primarily in government securities to
minimize credit risks.

     Risks

     Investing in securities of foreign issuers generally involves risks not
ordinarily associated with investing in securities of domestic issuers. These
include changes in currency rates, exchange control regulations, governmental
administration or economic or monetary policy (in the U.S. or abroad), or
circumstances in dealing between nations. Other considerations include limited
information about foreign issuers, higher brokerage costs, different accounting
standards, and thinner trading markets.

     Investment Adviser: Massachusetts Financial Services Company ("MFS")



                       Oppenheimer Aggressive Growth Fund
                (formerly Oppenheimer Capital Appreciation Fund)

     Investment Objective

     Seeks to achieve capital appreciation by investing in "growth-type"
companies.

     Policies

     "Growth-type" companies are believed to have relatively favorable long-term
prospects for increasing demand for their goods or services, or to be developing
new products, services, or markets and normally retain a relatively larger
portion of their earnings for research, development, and investment in capital
assets. The Fund will invest no more than 25 percent of its total assets in
foreign securities or in government securities of any foreign country or in
obligations of foreign banks.


                                       12
    
<PAGE>

   
     Risks

     Stock prices will fluctuate. Additional risk is present in growth-type
investments since the price of the security may decline if the anticipated
development fails to occur. Investing in small, unseasoned companies (those that
have been in operation for less than three years, counting the operations of any
predecessors) may have limited liquidity, and the prices of these securities may
be volatile. Foreign securities markets may be less liquid and more volatile
than markets in the U.S. Risks of foreign securities may include foreign
withholding taxation, changes in currency, less publicly available information,
and differences between domestic and foreign legal, auditing, brokerage and
economic standards.

     Investment Adviser: OppenheimerFunds, Inc.

                       Oppenheimer Global Securities Fund

     Investment Objective

     Seeks long-term capital appreciation by investing a substantial portion of
its assets in securities of foreign issuers, "growth-type" companies, cyclical
industries and special situations which are considered to have appreciation
possibilities but which may be considered to be speculative.

     Policies

     Invests a substantial portion of its assets in securities of foreign
issuers, "growth-type" companies (those which, in the opinion of the manager,
have relatively favorable long-term prospects for increasing demand or which
develop new products and retain a significant part of earnings for research and
development), cyclical industries, and special investment situations which are
considered to have appreciation possibilities. May invest in foreign securities
and the relative amount of such investments will change from time to time.

     Risks

     Stock prices will fluctuate. Foreign securities markets may be less liquid
and more volatile than the markets in the U.S. Risks of foreign securities may
include foreign withholding taxation, changes in currency, less publicly
available information, and differences between domestic and foreign legal,
auditing brokerage and economic standards. Investments in small, unseasoned
companies (those that have been in operation for less than three years, counting
the operations of any predecessors) may have limited liquidity, and the prices
of these securities may be volatile.

     Investment Adviser: OppenheimerFunds, Inc.



                        Oppenheimer Growth & Income Fund

     Investment Objective

     Seeks a high total return (which includes growth in the value of its shares
as well as current income) from equity and debt securities.

     Policies

     Invests primarily in equity and debt securities and focuses on all market
capitalization including small to medium capitalization companies. Equity
investments include common stocks, preferred stocks, convertible securities, and
warrants. Debt securities include bonds, participation interests, asset-backed
securities, private label mortgage backed securities and collateralized mortgage
obligations (CMOs), zero coupon securities, and U.S. Government obligations. The
proportion of equity and fixed income investments will vary based upon the
manager's evaluation of economic and market trends and perceived relative total
anticipated return from such types of investments. There is no minimum or
maximum percentage of assets that may, at any given time, be invested in either
type of investment. The Fund may invest in foreign securities without limit.

     Risks

     Changes in overall market movements or interest rates, or factors affecting
a particular industry or issuer can affect the value of the Fund's investments
and their price per share. Equity investments are generally subject to a number
of risks, including the risk that values will fluctuate as a result of changing
expectations for the economy and individual issuers; stocks with small- to
medium-size capitalization may fluctuate more than large capitalization stocks.
Foreign investments are subject to the risk of adverse currency fluctuation and
additional risks and expenses in comparison to U.S. investments.

     Investment Adviser: OppenheimerFunds, Inc.



                                       13
    
<PAGE>

   
                         Oppenheimer Strategic Bond Fund

     Investment Objective

     Seeks a high level of current income principally derived from interest on
debt securities and seeks to enhance such income by writing covered call options
on debt securities.

     Policies

     Invests principally in lower-rated, high-yield domestic debt securities
(commonly shown as "junk bonds"), U.S. Government securities, and foreign
government and corporate debt securities. Under normal circumstances, the Fund's
assets will be invested in each of these three sectors. However, Strategic Bond
Fund may occasionally invest up to 100 percent of its total assets in any one
sector, if, in the manager's judgment, the Fund has the opportunity to seek a
high level of current income without undue risk to principal. Accordingly, the
Fund's investments should be considered speculative. Distributable income will
fluctuate as the Fund's assets are shifted among the three sectors.

     Risks

     The higher yields and income sought by Strategic Bond Fund are generally
associated with securities in the lower-rating categories of the established
rating services. Such securities are considered speculative and involve greater
risk than lower-yielding, higher-rated fixed income securities, while providing
higher yields than such securities. Lower-rated securities may be less liquid,
and significant losses could be experienced if a substantial number of other
holders of such securities decide to sell at the same time. Issuers of
lower-rated or unrated securities are generally not as financially secure or
creditworthy as issuers of higher-rated securities.

     Investment Adviser: OppenheimerFunds, Inc.

               Portfolio Partners MFS Emerging Equities Portfolio

     Investment Objective

     Seeks to provide long-term growth of capital. Dividend and interest income
from portfolio securities, if any, is incidental to the Portfolio's investment
objective.

     Policies

     Normally invests at least 80 percent of its assets in common stocks of
companies the subadviser believes are in an early phase of their life cycle, but
that have the potential to become major enterprises. Such companies would be
expected to show earnings growth over time well above the growth rate of the
overall economy and inflation and have the products, technologies, management
and market and other opportunities usually necessary to become more widely
recognized as growth companies. Emerging growth companies can be of any size.
The Portfolio may invest in larger or more established companies whose rates of
earnings growth are expected to accelerate because of special factors or basic
changes in the economic environment. Up to 25 percent of the Portfolio's net
assets may be invested in foreign issuers.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Investing in
emerging growth companies involves greater risk than is customarily associated
with investments in more established companies. Such companies may have limited
product lines, markets or financial resources and they may be dependent on one
person's management. In addition, there may be less research available on many
promising small- and medium-sized emerging growth companies, making it more
difficult to find and analyze these companies. The securities of these companies
may have limited marketability and may be subject to more abrupt or erratic
market movements than securities of larger, more established growth companies or
the market averages in general. Foreign investing involves risks that are
different in some respects from investments in the securities of U.S. issuers.
Risks include less availability of information about issuers or foreign markets,
economic and political volatility, and price, interest rate and currency risk.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Massachusetts Financial Services Company

                Portfolio Partners MFS Research Growth Portfolio

     Investment Objective

     Seeks long-term growth of capital and future income.

     Policies

     Invests at least 65 percent of its total assets in common stocks, or
securities convertible into common stocks, of companies believed to possess
better than average prospects for long-term growth. A smaller proportion of the
assets may be invested in bonds, short-term obligations, preferred


                                       14
    
<PAGE>

   
stocks or common stocks whose principal characteristic is income production
rather than growth. In the case of both growth stocks and income issues,
emphasis is placed on the selection of progressive, well-managed companies. The
Portfolio may invest up to 20 percent of its net assets in foreign securities,
including emerging market securities.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Investing in
securities of foreign issuers generally involves risks not ordinarily associated
with investing in securities of domestic issuers. These include less
availability of information about issuers or foreign markets, economic and
political volatility, and price, interest rate and currency risk.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Massachusetts Financial Services Company

                  Portfolio Partners MFS Value Equity Portfolio

     Investment Objectives

     Seeks capital appreciation. Dividend income, if any, is a consideration
incidental to the Portfolio's objective of capital appreciation.

     Policies

     While the Portfolio's policy is to invest at least 65 percent of its total
assets in common stocks, it may seek appreciation other types of securities
(such as fixed-income, convertible bonds, convertible preferred stocks and
warrants) when relative values make such purchases appear attractive, either as
individual issues or as types of securities in certain economic environments.
The Portfolio may invest in high-yield fixed-income (below investment grade),
but will invest no more than 25 percent of its net assets in these securities.
The Portfolio may also invest up to 50 percent (but generally expects to invest
not more than 25 percent) of its net assets in foreign securities.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Lower-rated bonds have
speculated characteristics. Changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than in the case of higher-grade securities. Investing in
securities of foreign issuers generally involves risks not ordinarily associated
with investing in securities of domestic issuers. These include less
availability of information about issuers or foreign markets, economic and
political volatility, and price, interest rate and currency risk.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Massachusetts Financial Services Company

            Portfolio Partners Scudder International Growth Portfolio

     Investment Objective

     Seeks long-term growth of capital primarily through a diversified portfolio
of marketable foreign equity investments.

     Policies

     Invests in companies, wherever organized, that do business primarily
outside the United States. The Portfolio intends to diversify investments among
several countries and to have represented in its holdings business activities in
not less than three different countries. Does not intend to concentrate
investments in any particular industry. Invests primarily in equity securities
of established companies, listed on foreign exchanges, that the subadviser
believes have favorable characteristics. Although the Portfolio will consist
primarily of equity securities, it may also invest in fixed-income securities of
foreign governments and companies.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Investing in foreign securities
may involve a greater degree of risk than investing in domestic securities.
Additional risk factors include the possibility of exchange rate fluctuations,
less publicly available information, more volatile markets, less securities
regulation and less favorable tax provisions.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Scudder Kemper Investments, Inc.
    

<PAGE>

   
            Portfolio Partners T. Rowe Price Growth Equity Portfolio

     Investment Objective

     Seeks long-term growth of capital and, secondarily, to increase dividend
income by investing primarily in common stocks of well established growth
companies.

     Policies

     Under normal market conditions the Portfolio invests at least 65 percent of
its total assets in common stocks issued by a diversified group of growth
companies. The companies in which the Portfolio invests normally (but not
always) pay dividends, which are generally expected to rise in future years as
earnings increase. Most of its assets will be invested in U.S. common stocks.
However, the Portfolio may invest in foreign securities and convertible
securities and warrants, when the subadviser considers such investments
consistent with he Portfolio's investment objective and policies.

     The Portfolio generally seeks to invest in securities of companies that
satisfy one or more of several criteria established by the subadviser. For
example, the subadviser generally seeks companies with superior growth in
earnings and cash flow; the ability to sustain earnings momentum even during
economic slowdowns by operating in so-called "fertile fields" (areas where
earnings and dividends can outpace inflation and the overall economy); and the
capability to expand even during times of slow growth. The subadviser generally
favors companies whose profits increase due to economic factors rather than
one-time events such as lower taxes. The Portfolio may engage in strategic
transactions, which may include the use of derivatives.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Investments in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These risks include currency,
political, economic, regulatory and market risk factors. Risk is reduced through
diversification.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
T. Rowe Price Associates, Inc.
    

<PAGE>

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

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

In most states, 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. In certain states, Purchase Payments may be
allocated to the Fixed Account when the Guaranteed Account is not available. The
Subaccounts invest directly in shares of the following Funds:

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

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

This Prospectus provides investors with the information about the Separate
Account that they should know before investing in the Contracts. Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents for the SAI is printed on page 20 of this Prospectus. An
SAI for this Prospectus and for any Fund prospectus may be obtained by
indicating the request on your Application or by calling the number listed under
the "Inquiries" section of the Prospectus Summary.

THIS PROSPECTUS SHOULD BE READ IN CONJUNCTION WITH THE CURRENT PROSPECTUSES OF
THE FUNDS AND THE ALIAC GUARANTEED ACCOUNT. ALL PROSPECTUSES SHOULD BE RETAINED
FOR FUTURE REFERENCE.

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

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

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

          THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION
                             ARE DATED MAY 1, 1998.


<PAGE>


<TABLE>
<CAPTION>
                                                          TABLE OF CONTENTS
====================================================================================================================================

<S>                                                                                                                              <C>
DEFINITIONS ..............................................................................................          DEFINITIONS - 1
PROSPECTUS SUMMARY .......................................................................................              SUMMARY - 1
FEE TABLE ................................................................................................            FEE TABLE - 1
THE COMPANY ....................................................................................................................   1
VARIABLE ANNUITY ACCOUNT B .....................................................................................................   1
INVESTMENT OPTIONS .............................................................................................................   1
    The Funds ..................................................................................................................   1
    Credited Interest Option ...................................................................................................   3
    Fixed Account .......... ...................................................................................................   3
PURCHASE .......................................................................................................................   3
    Contract Availability ......................................................................................................   3
    Purchasing Interests in the Contract .......................................................................................   3
    Purchase Payments ..........................................................................................................   3
    Contract Rights ............................................................................................................   4
    Designations of Beneficiary and Annuitant ..................................................................................   4
    Right to Cancel ............................................................................................................   4
CHARGES AND DEDUCTIONS .........................................................................................................   4
    Daily Deductions from the Separate Account .................................................................................   4
        Mortality and Expense Risk Charge ......................................................................................   4
        Administrative Charge ..................................................................................................   4
    Maintenance Fee ............................................................................................................   5
    Reduction or Elimination of Administrative Charge and Maintenance Fee ......................................................   5
    Deferred Sales Charge ......................................................................................................   5
    Reduction or Elimination of the Deferred Sales Charge ......................................................................   6
    Fund Expenses ..............................................................................................................   6
    Premium and Other Taxes ....................................................................................................   6
CONTRACT VALUATION .............................................................................................................   6
    Account Value ..............................................................................................................   6
    Accumulation Units .........................................................................................................   6
    Net Investment Factor ......................................................................................................   7
TRANSFERS ......................................................................................................................   7
    Telephone Transfers ........................................................................................................   7
    Dollar Cost Averaging Program ..............................................................................................   7
    Account Rebalancing Program ................................................................................................   8
WITHDRAWALS ....................................................................................................................   8
SYSTEMATIC DISTRIBUTION OPTIONS ................................................................................................   8
DEATH BENEFIT DURING ACCUMULATION PERIOD .......................................................................................   9
    Death Benefit Amount .......................................................................................................   9
    Death Benefit Payment Options ..............................................................................................  10
        Nonqualified Contracts .................................................................................................  10
        Qualified Contracts ....................................................................................................  10
ANNUITY PERIOD .................................................................................................................  11
    Annuity Period Elections ...................................................................................................  11
    Partial Annuitization ......................................................................................................  11
    Annuity Options ............................................................................................................  11
    Annuity Payments ...........................................................................................................  12
    Charges Deducted During the Annuity Period .................................................................................  12
    Death Benefit Payable During the Annuity Period ............................................................................  12
TAX STATUS .....................................................................................................................  13
    Introduction ...............................................................................................................  13
    Taxation of the Company ....................................................................................................  13
    Tax Status of the Contract .................................................................................................  13
    Taxation of Annuity Contracts ..............................................................................................  14
    Contracts Used with Certain Retirement Plans ...............................................................................  16
    Individual Retirement Annuities and Simplified Employee Pension Plans ......................................................  17
    Withholding ................................................................................................................  17
MISCELLANEOUS ..................................................................................................................  17
    Distribution ...............................................................................................................  17
    Delay or Suspension of Payments ............................................................................................  18
    Performance Reporting ......................................................................................................  18
    Voting Rights ..............................................................................................................  18
    Modification of the Contract ...............................................................................................  18
    Transfers of Ownership; Assignment .........................................................................................  19
    Involuntary Terminations ...................................................................................................  19
    Legal Matters and Proceedings ..............................................................................................  19
    Year 2000...................................................................................................................  19
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION ............................................................................  20
APPENDIX A--ALIAC GUARANTEED ACCOUNT ...........................................................................................  21
APPENDIX B--FIXED ACCOUNT ......................................................................................................  23
APPENDIX C--DESCRIPTION OF UNDERLYING FUNDS.....................................................................................  24
</TABLE>

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


<PAGE>

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

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

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

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

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

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

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

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

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

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

Annuity Date: The date on which annuity payments begin.

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

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

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

Beneficiary(ies): The person or persons who are entitled to receive any death
benefit proceeds. Under Nonqualified Contracts, Individual Retirement Annuities,
and Section 403(b) Contracts, Beneficiary refers to the beneficiary named under
the Contract.

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

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

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

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

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

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

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

The Company may also serve as a Distributor.

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

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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


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

<PAGE>

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

CONTRACTS OFFERED

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

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

CONTRACT PURCHASE

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

FREE LOOK PERIOD

     You may cancel the Contract or Certificate within 10 days after you receive
it (or longer if required by state law) by returning it to the Company along
with a written notice of cancellation. Unless state law requires otherwise, the
amount you will receive upon cancellation will reflect the investment
performance of the Subaccounts into which your Purchase Payments were deposited.
In some cases this may be more or less than the amount of your Purchase
Payments. Under a Contract issued as an Individual Retirement Annuity, you will
receive a refund of your Purchase Payment. (See "Purchase--Right to Cancel.") If
the Purchase Payment to a Roth IRA is a rollover from a contract issued by the
Company or an affiliate where the deferred sales charge was eliminated or
reduced to facilitate the rollover to this Contract and you exercise your
free look right under this provision, Purchase Payment will be restored to the
contract from which it came.

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 (or the Fixed Account,
in certain states) subject to the limitations described in "Investment Options,"
see page 1. For a complete list of the Funds available under the Contracts, and
a description of the investment objectives of each of the Funds and their
investment advisers, see "Investment Options--The Funds" and Appendix C in this
Prospectus, as well as the prospectuses for each of the Funds.

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

     The Fixed Account is an option available under the Contract in certain
states which allows you to earn a fixed rate of interest. (See the Appendix B to
this Prospectus.)

CHARGES AND DEDUCTIONS

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

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

TRANSFERS

     Prior to the Annuity Date, and subject to certain limitations, you can
transfer Account Values among the Subaccounts, and the Guaranteed Account (or
Fixed Account in certain states). During the Annuity Period and subject to state
approval, 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. Any transfer charge will be applied so
that the amount being transferred will be reduced. 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 Appendix A.)

     The Company also offers a Dollar Cost Averaging Program and an Account
Rebalancing Program. The Dollar Cost Averaging Program permits the automatic
transfer of amounts from any of the Subaccounts and an available Guaranteed
Account term to any of the other Subaccounts on a monthly or quarterly basis. In
a Contract with a Fixed Account, the Fixed Account is only available for dollar
cost averaging from the Fixed Account to the other investment options over a
period not to exceed 12 months. The Account Rebalancing Program allows you to
request that each year, or at other more frequent intervals as we allow, we
automatically reallocate your Account Value to specified percentages among the
Subaccounts in which you invest. (See "Transfers.")

WITHDRAWALS

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

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

GUARANTEED DEATH BENEFIT

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

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

THE ANNUITY PERIOD

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

TAXES

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

INQUIRIES

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

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

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

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

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

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


CONTRACT HOLDER TRANSACTION EXPENSES

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

          CONTRACTS OTHER THAN ROTH IRA CONTRACTS:
- ---------------------------------------------------------------
        Years from Receipt               Deferred Sales
       of Purchase Payment              Charge Deduction
       -------------------              ----------------
  Less than 2                                  7%
  2 or more but less than 4                    6%
  4 or more but less than 5                    5%
  5 or more but less than 6                    4%
  6 or more but less than 7                    3%
  7 or more                                    0%


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


                       ROTH IRA CONTRACTS:
- ---------------------------------------------------------------
                                         Deferred Sales
  Completed Contract Years              Charge Deduction
  ------------------------              ----------------
  Less than 1                                  5%
  1 or more but less than 2                    4%
  2 or more but less than 3                    3%
  3 or more but less than 4                    2%
  4 or more but less than 5                    1%
  5 or more                                    0%
- ---------------------------------------------------------------


<PAGE>


     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 ............................     1.10%(3)
     Administrative Charge ........................................     0.15%
                                                                        ----
     Total Subaccount Annual Expenses .............................     1.25%
                                                                        ====

During the Annuity Period:

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

(1)  The maintenance fee, if applicable, will generally be deducted from each
     Account annually and if the full Account Value is withdrawn. The
     maintenance fee is waived when the Account Value is $50,000 or more on the
     date the maintenance fee is due. The amount shown is the maximum
     maintenance fee that can be deducted under the Contract.
(2)  During the Accumulation Period we currently allow an unlimited number of
     transfers without charge. However, we reserve the right to impose a fee of
     $10 for each transfer in excess of 12 per year.

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

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

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

ANNUAL EXPENSES OF THE FUNDS (APPLIES TO ALL CONTRACTS)

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 are based on figures for the year ended December 31, 1997. A
Fund's "Other Expenses" include operating costs of the Fund. These expenses are
reflected in the Fund's net asset value and are not deducted from the Account
Value.

   
<TABLE>
<CAPTION>
                                               -----------------------------------------------------
                                                  Investment
                                                   Advisory
                                                    Fees(1)       Other Expenses
                                               (after expense     (after expense     Total Fund
                                                reimbursement)     reimbursement)   Annual Expenses
- -----------------------------------------------------------------------------------------------------
<S>                                                  <C>                <C>            <C>
Aetna Ascent VP(2)(3)                                0.57%              0.23%          0.80%
- -----------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.(3)                           0.50%              0.10%          0.60%
- -----------------------------------------------------------------------------------------------------
Aetna Bond VP(3)                                     0.40%              0.10%          0.50%
- -----------------------------------------------------------------------------------------------------
Aetna Crossroads VP(2)(3)                            0.55%              0.25%          0.80%
- -----------------------------------------------------------------------------------------------------
Aetna Growth VP(2)(3)                                0.16%              0.64%          0.80%
- -----------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(3)                        0.50%              0.09%          0.59%
- -----------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP(2)(3)                  0.32%              0.23%          0.55%
- -----------------------------------------------------------------------------------------------------
Aetna International VP(2)(3)                         0.77%              0.38%          1.15%
- -----------------------------------------------------------------------------------------------------
Aetna Legacy VP(2)(3)                                0.49%              0.31%          0.80%
- -----------------------------------------------------------------------------------------------------
Aetna Money Market VP(3)                             0.25%              0.10%          0.35%
- -----------------------------------------------------------------------------------------------------
Aetna Real Estate Securities VP(2)(3)                0.62%              0.33%          0.95%
- -----------------------------------------------------------------------------------------------------
Aetna Small Company VP(2)(3)                         0.35%              0.60%          0.95%
- -----------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP(2)(3)                     0.20%              0.60%          0.80%
- -----------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio(4)                 0.69%              0.12%          0.81%
- -----------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio(5)              0.50%              0.08%          0.58%
- -----------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio(5)                     0.60%              0.09%          0.69%
- -----------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio(5)                0.59%              0.12%          0.71%
- -----------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio(5)                   0.75%              0.17%          0.92%
- -----------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio(5)           0.55%              0.10%          0.65%
- -----------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio(5)              0.60%              0.11%          0.71%
- -----------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio(6)               0.24%              0.04%          0.28%
- -----------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio(7)           0.73%              0.03%          0.76%
- -----------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio(7)                    0.76%              0.07%          0.83%
- -----------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                0.65%              0.10%          0.75%
- -----------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio(7)                      0.65%              0.05%          0.70%
- -----------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio(7)            0.66%              0.08%          0.74%
- -----------------------------------------------------------------------------------------------------
MFS Total Return Series(8)                           0.75%              0.25%          1.00%
- -----------------------------------------------------------------------------------------------------
MFS World Governments Series(8)                      0.75%              0.25%          1.00%
- -----------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                   0.71%              0.02%          0.73%
- -----------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                   0.70%              0.06%          0.76%
- -----------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                     0.75%              0.08%          0.83%
- -----------------------------------------------------------------------------------------------------

<PAGE>

- -----------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                      0.75%              0.08%          0.83%
- -----------------------------------------------------------------------------------------------------
Portfolio Partners
  MFS Emerging Equities Portfolio(9)(10)             0.68%              0.13%          0.81%
- -----------------------------------------------------------------------------------------------------
Portfolio Partners
  MFS Research Growth Portfolio(9)(10)               0.70%              0.15%          0.85%
- -----------------------------------------------------------------------------------------------------
Portfolio Partners
  MFS Value Equity Portfolio(9)                      0.65%              0.25%          0.90%
- -----------------------------------------------------------------------------------------------------
Portfolio Partners
  Scudder International Growth Portfolio(9)          0.80%              0.20%          1.00%
- -----------------------------------------------------------------------------------------------------
Portfolio Partners
  T. Rowe Price Growth Equity Portfolio(9)           0.60%              0.15%          0.75%
- -----------------------------------------------------------------------------------------------------
</TABLE>

(1)  Certain of the Fund advisers reimburse the Company for administrative costs
     incurred in connection with administering the Funds as variable funding
     options under the Contract. These reimbursements are paid out of the
     investment advisory fees and are not charged to investors.

(2)  Effective May 1, 1998, the Portfolios' adviser has agreed to waive a
     portion of its fee or to reimburse certain expenses so that aggregate
     expenses do not exceed the total expenses shown above. These fee
     waiver/expense reimbursement arrangements will increase total return and
     may be modified or terminated at any time.

     Without these fee waiver/expense reimbursement arrangements Management Fees
     and Total Expenses for the Portfolio would be higher. Management Fees and
     Total Expenses would be as follows: 0.60% and 0.83% for Ascent VP; 0.60%
     and 0.85% for Crossroads VP; 0.60% and 1.24% for Growth VP; 0.35% and 0.58%
     for Index Plus Large Cap VP; 0.85% and 1.23% for International VP; 0.60%
     and 0.91% for Legacy VP; 0.75% and 1.08% for Real Estate Securities VP;
     0.75% and 1.35% for Small Company VP; and 0.60% and 1.20% for Value
     Opportunity VP, respectively.

(3)  Prior to May 1, 1998, the investment adviser provided administrative
     services to the Fund and assumed the Fund's ordinary recurring direct costs
     under an Administrative Services Agreement. Effective May 1, 1998, the
     investment adviser will continue to provide administrative services to the
     Fund but will no longer assume all of the Fund's ordinary recurring direct
     costs under the Administrative Services Agreement. The Administrative Fee
     is 0.075% on the first $5 billion in assets and 0.050% on all assets over
     $5 billion. The "Other Expenses" shown are not based on actual figures for
     the year ended December 31, 1997, but reflect the fee payable under the new
     Administrative Services Agreement and estimates of the Fund's ordinary
     recurring direct costs.

     International VP and Real Estate Securities VP commenced operations in
     December 1997, therefore, estimates are based on expenses incurred for
     similar funds. Actual expenses incurred may be more or less than the
     amounts shown above.

(4)  The figures above are based on expenses for the fiscal year 1997, and have
     been restated to reflect an increase in transfer agency expenses of 0.01%
     for the Portfolio expected to be incurred in 1998. "Management Fees"
     includes a performance adjustment, which depending on performance, could
     cause the fee to be as high as 0.85% or as low as 0.55%. "Other Expenses"
     reflect an indirect fee of 0.03% (relating to an expense offset arrangement
     with the Portfolio's custodian). Net fund operating expenses after
     reductions for fees paid indirectly (again, restated) would be 0.78%.

(5)  A portion of the brokerage commissions that certain funds pay was used to
     reduce fund expenses. In addition, certain funds have entered into
     arrangements with their custodian whereby credits realized, as a result of
     uninvested cash balances were used to reduce custodian expenses. Including
     these reductions, the total operating expenses would have been 0.57% for
     Equity-Income Portfolio; 0.67% for Growth Portfolio; 0.71% for High Income
     Portfolio; 0.90% for Overseas Portfolio, 0.64% for Asset Manager Portfolio;
     and 0.68% for Contrafund Portfolio.

(6)  The Fund's investment adviser agreed to reimburse a portion of Index 500
     Portfolio's expenses during the period. Without this reimbursement, the
     fund's management fee, other expenses and total expenses would have been
     0.27%, 0.13% and 0.40%, respectively, for Index 500 Portfolio.

(7)  Management fees for Aggressive Growth, Balanced, Growth and Worldwide
     Growth Portfolios reflect a reduced fee schedule effective July

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

<PAGE>

   
     1, 1997. The management fees shown above are based on the new rate applied
     to net assets as of December 31, 1997. Other expenses are based on gross
     expenses of the Shares before expense offset arrangements for the fiscal
     year ended December 31, 1997. The information for each Portfolio is net of
     fee waivers or reductions from Janus Capital. Fee reductions for the
     Aggressive Growth, Balanced, Growth and Worldwide Growth Portfolios reduce
     the management fee to the level of the corresponding Janus retail fund.
     Other waivers, if applicable, are first applied against the management fee
     and then against other expenses. Without such waivers or reductions, the
     Management Fee, Other Expenses and Total Operating Expenses for the Shares
     would have been 0.74%, 0.04%, and 0.78% for Aggressive Growth Portfolio;
     0.77%, 0.06%, and 0.83% for Balanced Portfolio; 0.74%, 0.04%, and 0.78% for
     Growth Portfolio; and 0.72%, 0.09%, and 0.81% for Worldwide Growth
     Portfolio, respectively. Janus Capital may modify or terminate the waivers
     or reductions at any time upon at least 90 days' notice to the Trustees.

 (8) The adviser has agreed to bear expenses for each Series, subject to
     reimbursement by each Series, such that each Series' "Other Expenses" shall
     not exceed 0.25% of the average daily net assets of the Series during the
     current fiscal year. Otherwise, "Other Expenses" for the MFS Total Return
     Series and MFS World Governments Series would be 0.27% and 0.40%,
     respectively, and "Total Fund Annual Expenses" would be 1.02% and 1.15%,
     respectively, for these Series. Each Series has an expense offset
     arrangement which reduces the Series' custodian fee based upon the amount
     of cash maintained by the Series with its custodian and dividend disbursing
     agent, and may enter into other such arrangements and directed brokerage
     arrangements (which also have the effect of reducing the Series' expenses).
     Any such fee reductions are not reflected under "Other Expenses."

 (9) Each Portfolio's aggregate expenses are contractually limited to the
     advisory and administrative fees disclosed above. The investment adviser
     will not seek an increase in its advisory or administrative fee at any time
     prior to May 1, 1999.

(10) The advisory fee is 0.70% of the first $500 million in assets and 0.65% on
     the excess.

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

   
HYPOTHETICAL ILLUSTRATION (EXAMPLE): CONTRACTS OTHER THAN ROTH IRA'S

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>
                                                                 CONTRACTS OTHER THAN ROTH IRA CONTRACTS

                                                              EXAMPLE A                             EXAMPLE B
                                                If you withdraw the entire Account       If you do not withdraw the Account
                                                Value at the end of the periods shown,   Value, or if you annuitize at the
                                                you would pay the following expenses,    end of the periods shown, you would
                                                including any applicable deferred        pay the following expenses (no
                                                sales charge:                            deferred sales charge is
                                                                                         reflected):*
                                                1 year    3 years    5 years  10 years   1 year   3 years    5 years  10 years
                                                ------    -------    -------  --------   ------   -------    -------  --------
<S>                                              <C>        <C>       <C>       <C>       <C>       <C>        <C>      <C>
Aetna Ascent VP                                  $84        $118      $147      $240      $21       $65        $111     $240
Aetna Balanced VP, Inc.                          $82        $112      $136      $219      $19       $59        $101     $219
Aetna Bond VP                                    $81        $109      $131      $208      $18       $56         $96     $208
Aetna Crossroads VP                              $84        $118      $147      $240      $21       $65        $111     $240
Aetna Growth VP                                  $84        $118      $147      $240      $21       $65        $111     $240
Aetna Growth and Income VP                       $82        $112      $136      $218      $19       $58        $101     $218
Aetna Index Plus Large Cap VP                    $81        $111      $134      $214      $18       $57         $98     $214
Aetna International VP                           $87        $129      $164      $276      $25       $75        $129     $276
Aetna Legacy VP                                  $84        $118      $147      $240      $21       $65        $111     $240
Aetna Money Market VP                            $79        $104      $123      $192      $16       $51         $88     $192
Aetna Real Estate Securities VP                  $85        $123      $154      $255      $22       $69        $119     $255
Aetna Small Company VP                           $85        $123      $154      $255      $22       $69        $119     $255
Aetna Value Opportunity VP                       $84        $118      $147      $240      $21       $65        $111     $240
Calvert Social Balanced Portfolio                $84        $119      $147      $241      $21       $65        $112     $241
Fidelity VIP Equity-Income Portfolio             $82        $112      $135      $217      $19       $58        $100     $217
Fidelity VIP Growth Portfolio                    $83        $115      $141      $228      $20       $62        $106     $228
Fidelity VIP High Income Portfolio               $83        $116      $142      $231      $20       $62        $107     $231
Fidelity VIP Overseas Portfolio                  $85        $122      $153      $252      $22       $68        $117     $252
Fidelity VIP II Asset Manager Portfolio          $82        $114      $139      $224      $19       $60        $104     $224
Fidelity VIP II Contrafund Portfolio             $83        $116      $142      $231      $20       $62        $107     $231
Fidelity VIP II Index 500 Portfolio              $79        $102      $120      $184      $16       $49         $84     $184
Janus Aspen Aggressive Growth Portfolio          $83        $117      $145      $236      $21       $64        $109     $236
Janus Aspen Balanced Portfolio                   $84        $119      $148      $243      $21       $66        $113     $243
Janus Aspen Flexible Income Portfolio            $83        $117      $144      $235      $20       $63        $109     $235
Janus Aspen Growth Portfolio                     $83        $115      $142      $229      $20       $62        $106     $229
Janus Aspen Worldwide Growth Portfolio           $83        $116      $144      $234      $20       $63        $108     $234
MFS Total Return Series                          $86        $124      $157      $260      $23       $71        $121     $260
MFS World Governments Series                     $86        $124      $157      $260      $23       $71        $121     $260
Oppenheimer Aggressive Growth Fund               $83        $116      $143      $233      $20       $63        $108     $233
Oppenheimer Global Securities Fund               $83        $117      $145      $236      $21       $64        $109     $236
Oppenheimer Growth & Income Fund                 $84        $119      $148      $243      $21       $66        $113     $243
Oppenheimer Strategic Bond Fund                  $84        $119      $148      $243      $21       $66        $113     $243
Portfolio Partners MFS Emerging Equities         $84        $119      $147      $241      $21       $65        $112     $241
Portfolio
Portfolio Partners MFS Research Growth           $84        $120      $149      $245      $21       $66        $114     $245
Portfolio
Portfolio Partners MFS Value Equity Portfolio    $85        $121      $152      $250      $22       $68        $116     $250
Portfolio Partners Scudder International         $86        $124      $157      $260      $23       $71        $121     $260
  Growth Portfolio
Portfolio Partners T. Rowe Price Growth          $83        $117      $144      $235      $20       $63        $109     $235
Equity
  Portfolio
</TABLE>
- ---------------
* This Example would not apply if a nonlifetime variable annuity option is
selected, and a lump sum settlement is requested within three years after
annuity payments start, since the lump sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example A.)

- --------------------------------------------------------------------------------
                                  FEE TABLE - 6
    
<PAGE>

   
HYPOTHETICAL ILLUSTRATION (EXAMPLE): CONTRACTS ISSUED AS ROTH IRAS

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>
                                                                           ROTH IRA CONTRACTS
                                                              EXAMPLE A                              EXAMPLE B
                                                If you withdraw the entire Account     If you do not withdraw the Account
                                                Value at the end of the periods        Value, or if you annuitize at the
                                                shown, you would pay the following     end of the periods shown, you would
                                                expenses, including any applicable     pay the following expenses (no
                                                deferred sales charge:                 deferred sales charge is
                                                                                       reflected):*
                                                1 year   3 years   5 years  10 years   1 year   3 years    5 years 10 years
                                                ------   -------   -------  --------   ------   -------    ------- --------
<S>                                              <C>       <C>      <C>       <C>       <C>       <C>       <C>      <C>
Aetna Ascent VP                                  $62       $87      $111      $240      $21       $65       $111     $240
Aetna Balanced VP, Inc.                          $60       $81      $101      $219      $19       $59       $101     $219
Aetna Bond VP                                    $59       $78       $96      $208      $18       $56        $96     $208
Aetna Crossroads VP                              $62       $87      $111      $240      $21       $65       $111     $240
Aetna Growth VP                                  $62       $87      $111      $240      $21       $65       $111     $240
Aetna Growth and Income VP                       $60       $80      $101      $218      $19       $58       $101     $218
Aetna Index Plus Large Cap VP                    $60       $79       $98      $214      $18       $57        $98     $214
Aetna International VP                           $66       $97      $129      $276      $25       $75       $129     $276
Aetna Legacy VP                                  $62       $87      $111      $240      $21       $65       $111     $240
Aetna Money Market VP                            $58       $73       $88      $192      $16       $51        $88     $192
Aetna Real Estate Securities VP                  $64       $91      $119      $255      $22       $69       $119     $255
Aetna Small Company VP                           $64       $91      $119      $255      $22       $69       $119     $255
Aetna Value Opportunity VP                       $62       $87      $111      $240      $21       $65       $111     $240
Calvert Social Balanced Portfolio                $62       $87      $112      $241      $21       $65       $112     $241
Fidelity VIP Equity-Income Portfolio             $60       $80      $100      $217      $19       $58       $100     $217
Fidelity VIP Growth Portfolio                    $61       $83      $106      $228      $20       $61       $106     $228
Fidelity VIP High Income Portfolio               $61       $84      $107      $231      $20       $62       $107     $231
Fidelity VIP Overseas Portfolio                  $63       $90      $117      $252      $22       $68       $117     $252
Fidelity VIP II Asset Manager Portfolio          $61       $82      $104      $224      $19       $60       $104     $224
Fidelity VIP II Contrafund Portfolio             $61       $84      $107      $231      $20       $62       $107     $231
Fidelity VIP II Index 500 Portfolio              $57       $71       $84      $184      $16       $49        $84     $184
Janus Aspen Aggressive Growth Portfolio          $62       $85      $109      $236      $21       $64       $109     $236
Janus Aspen Balanced Portfolio                   $62       $88      $113      $243      $21       $66       $113     $243
Janus Aspen Flexible Income Portfolio            $62       $85      $109      $235      $20       $63       $109     $235
Janus Aspen Growth Portfolio                     $61       $84      $106      $229      $20       $62       $106     $229
Janus Aspen Worldwide Growth Portfolio           $62       $85      $108      $234      $20       $63       $108     $234
MFS Total Return Series                          $64       $93      $121      $260      $23       $71       $121     $260
MFS World Governments Series                     $64       $93      $121      $260      $23       $71       $121     $260
Oppenheimer Aggressive Growth Fund               $61       $85      $108      $233      $20       $63       $108     $233
Oppenheimer Global Securities Fund               $62       $85      $109      $236      $21       $64       $109     $236
Oppenheimer Growth & Income Fund                 $62       $88      $113      $243      $21       $66       $113     $243
Oppenheimer Strategic Bond Fund                  $62       $88      $113      $243      $21       $66       $113     $243
Portfolio Partners MFS Emerging Equities
  Portfolio                                      $62       $87      $112      $241      $21       $65       $112     $241
Portfolio Partners MFS Research Growth
  Portfolio                                      $63       $88      $114      $245      $21       $66       $114     $245
Portfolio Partners MFS Value Equity Portfolio    $63       $90      $116      $250      $22       $68       $116     $250
Portfolio Partners Scudder International
 Growth  Portfolio                               $64       $93      $121      $260      $23       $71       $121     $260
Portfolio Partners T. Rowe Price Growth
Equity Portfolio                                 $62       $85      $109      $235      $20       $63       $109     $235
</TABLE>

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

- --------------------------------------------------------------------------------
                                  FEE TABLE - 6
    
<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 obligations of the Company.


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

THE FUNDS

     Purchase Payments may be allocated to one or more of the Subaccounts as
designated on the Application. In turn, the Subaccounts invest in the
corresponding Funds at net asset value. The Company reserves the right to limit
the number of investment options selected during the Accumulation Period. At
this time there is no limit on the number of investment options selected during
the Accumulation Period, but the number of investment options that may be
selected at any one time by a Certificate Holder is limited to 18. Each
Subaccount and each Guaranteed Term of the same duration, or an investment in
the Fixed Account in certain Contracts where the Guaranteed Account is not
available, count as an option once you have made an allocation to it, even if
you no longer have amounts allocated to that option.

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

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

     The Funds are described in Appendix C of this prospectus. More detailed
information may be found in the current prospectus for each Fund offered. The
prospectus for the Fund should be read in conjunction with this prospectus. A
free Fund prospectus is available upon request from the local Company office or
by writing or calling the number listed in the "Inquiries" section of this
Prospectus.

                                       1

<PAGE>


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

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

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

                                       2

<PAGE>


CREDITED INTEREST OPTION

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

FIXED ACCOUNT

     In certain states, Purchase Payments may be allocated to the Fixed Account.
Through the Fixed Account we guarantee to pay the minimum interest rate
specified in the Contract. (See Appendix B)


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

CONTRACT AVAILABILITY

     The Contracts are offered only in those states where the Contract has been
approved for sale in that state. 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,
including Roth IRAs, other than "SIMPLE IRAs" as defined in Section 408(p) of
the Internal Revenue Code; or (3) Qualified Contracts used in conjunction with
certain employer sponsored retirement plans. Individual Retirement Annuities are
currently available as rollovers, and may permit ongoing contributions subject
to state regulatory approval. Additionally, availability of the Qualified
Contracts described under item (3) is subject to approval by the Company and
state regulatory agencies. A Roth IRA Contract is a special form of IRA which
can accept nondeductible annual contributions. Contributions to a Simplified
Employee Pension Plan ("SEP") are not permitted in a Roth IRA Contract. The Roth
IRA Contract can also accept transfers and rollovers, but only from an
Individual Retirement Annuity/Individual Retirement Account, subject to ordinary
income tax, or from another Roth IRA. If the Purchase Payment to a Roth IRA is a
rollover from a contract issued by the Company or an affiliate where the
deferred sales charge was eliminated or reduced and the Contract is canceled
during the free look period, the Purchase Payment will be restored to the
predecessor contract.

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

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

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

PURCHASING INTERESTS IN THE CONTRACT

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

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

     Regardless of whether you have purchased an interest in a group Contract or
an individual Contract, the Company must accept or reject the Application within
two business days of receipt. If the Application is incomplete, the Company may
hold any forms and accompanying Purchase Payments for five days. Purchase
Payments may be held for longer periods only with the consent of the Certificate
Holder, pending acceptance of the Application. If the Application is rejected,
the Application and any Purchase Payments will be returned to the Certificate
Holder. However, if the Purchase Payment to a Roth IRA is a rollover from a
contract issued by the Company or an affiliate where the deferred sales charge
was eliminated or reduced and the Contract is canceled during the free look
period, the Purchase Payment will be restored to the predecessor contract.

PURCHASE PAYMENTS

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

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

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

     Allocation of Purchase Payments. Purchase Payments will

                                        3
<PAGE>


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

CONTRACT RIGHTS

     Under individual Contracts, Certificate Holders have all Contract rights.

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

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

DESIGNATIONS OF BENEFICIARY AND ANNUITANT

     You generally designate the Beneficiary under the Contract on the
Application. You may also elect to specify the form of payment to be made to the
Beneficiary. Under such plans the participant is generally allowed to designate
a beneficiary under the plan, and the Certificate Holder may direct that we pay
any death proceeds to the plan beneficiary. "Beneficiary" as used in this
Prospectus refers to the person who is ultimately entitled to receive such
proceeds.

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

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

RIGHT TO CANCEL

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


                             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 1.10% 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.

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

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

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

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

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

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

     Administrative Charge. During the Accumulation Period, the

                                       4

<PAGE>


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

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

MAINTENANCE FEE

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

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

REDUCTION OR ELIMINATION OF ADMINISTRATIVE CHARGE AND MAINTENANCE FEE

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

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

(2)  the amount of expected Purchase Payments.

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

DEFERRED SALES CHARGE

     Withdrawals of all or a portion of the Account Value may be subject to a
deferred sales charge. The deferred sales charge is a percentage of Purchase
Payments withdrawn from the Subaccounts and the Guaranteed Account or Fixed
Account and, except for Roth IRAs, is based on the number of years which have
elapsed since the Purchase Payment was made. The deferred sales charge on
withdrawals from a Roth IRA is based on the number of years which have elapsed
from the Account effective date. The deferred sales charge for each Purchase
Payment is determined by multiplying the Purchase Payment withdrawn by the
appropriate percentage, in accordance with the schedule set forth in the tables
below. If the Purchase Payment is a rollover from another contract issued by the
Company or an affiliate where the deferred sales charge has been waived, the
deferred sales charge is based on the number of completed Contract Years since
the date of the initial payment to the predecessor contract. The Company
reserves the right to not accept any rollover contribution to an existing
contract.

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

CONTRACTS OTHER THAN ROTH IRAs

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

ROTH IRA CONTRACTS

- ---------------------------------------------------------------
    Completed Contract Years            Deferred Sales
                                       Charge Deduction
                                       ----------------
  Less than 1                                 5%
  1 or more but less than 2                   4%
  2 or more but less than 3                   3%
  3 or more but less than 4                   2%
  4 or more but less than 5                   1%
  5 or more                                   0%
- ---------------------------------------------------------------

     A deferred sales charge will not be deducted from any portion of a


                                       5

<PAGE>

Purchase Payment withdrawn if the withdrawal is:

[bullet] applied to provide Annuity benefits;

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

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

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

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

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

[bullet] if the withdrawal is applied as a rollover to certain Roth Individual
         Retirement Annuities issued by the Company or an affiliate.

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

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

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

REDUCTION OR ELIMINATION OF THE DEFERRED SALES CHARGE

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

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

(2)  the amount of expected Purchase Payments; and

(3)  whether there is a prior or existing relationship with the Company such as
     being an employee of the Company or an affiliate, receiving distributions
     or making internal transfers from other contracts issued by the Company, or
     making transfers of amounts held under qualified plans sponsored by the
     Company or an affiliate. Any reduction or elimination of the deferred sales
     charge will be subject to state approval and not be unfairly discriminatory
     against any person.

FUND EXPENSES

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

PREMIUM AND OTHER TAXES

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

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


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

ACCOUNT VALUE

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

                                       6

<PAGE>


that Subaccount for the period between the immediately preceding Valuation Date
and the current Valuation Date. (See "Net Investment Factor" below.) The
Accumulation Unit Value will be affected by the investment performance, expenses
and charges of the applicable Fund and is reduced each day by a percentage that
accounts for the daily assessment of mortality and expense risk charges and the
administrative charge.

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

NET INVESTMENT FACTOR

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

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

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

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

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

(e)  minus a daily charge at the annual effective rate of a maximum of 1.10% for
     mortality and expense risks and an administrative charge of 0.15% (unless
     reduced or eliminated) during the Accumulation Period and up to 0.25%
     during the Annuity Period (currently 0% during the Annuity Period).

The net investment rate may be either positive or negative.


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

     At any time prior to the Annuity Date, you can transfer amounts held
under your Account among the investment options available subject to certain
limitations. (See "Investment Options.") Transfers from the Guaranteed Account
may be subject to certain restrictions and to a market value adjustment. (See
the Appendix.) Transfers may be made from the Fixed Account to any of the
investment options available subject to certain restrictions. Amounts may not be
transferred into the Fixed Account from any of the investment options. If
approved by your state, during the Annuity Period, if you have elected a
variable Annuity, you can make transfers only among the Subaccounts available
during the Annuity Period. (See "Annuity Options.") A request for transfer can
be made either in writing or by telephone. (See "Telephone Transfers" below.)
All transfers must be in accordance with the terms of the Contract. Any transfer
will be based on the Accumulation Unit Value next determined after the Company
receives a valid transfer request at its Home Office.

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

Telephone Transfers

     You automatically have the right to make transfers among Funds by
telephone. We have enacted procedures to prevent abuses of Account transactions
by telephone, including requiring the use of a personal identification number
(PIN) to execute transactions. You are responsible for safeguarding your PIN,
and for keeping Account information confidential. Although the Company's failure
to follow reasonable procedures may result in the Company's liability for any
losses due to unauthorized or fraudulent telephone transfers, the Company will
not be liable for following instructions communicated by telephone which it
reasonably believes to be genuine. Any losses incurred pursuant to actions taken
by the Company in reliance on telephone instructions reasonably believed to be
genuine shall be borne by you. To ensure authenticity, we record calls on the
800 line.

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 or Fixed Account subject to the Company's terms and conditions to any of
the Subaccounts. A market value adjustment will not be applied to dollar cost
averaging transfers from any such Guaranteed Term during participation in the
Dollar Cost Averaging Program. If dollar cost averaging from a Guaranteed Term
is discontinued, the Company will automatically transfer the balance remaining
in the Guaranteed Term from which dollar cost averaging is withdrawn to a
Guaranteed Term of the same duration unless the Certificate Holder initiates a
transfer to another investment option. In either case, a market value adjustment
will apply. If Dollar Cost Averaging is stopped with regard to amounts in the
Fixed Account, the remaining balance in the Fixed Account will be transferred to
the money market fund. There is no additional charge for the Dollar Cost
Averaging Program. (See Appendix A 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

                                       7

<PAGE>


Summary, which describes how you can obtain further information.

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

ACCOUNT REBALANCING PROGRAM

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

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


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

     All or a portion of your Account Value may be withdrawn at any time during
the Accumulation Period. Withdrawal restrictions applicable to Section 403(b)
Contracts are described below. To request a withdrawal, you must properly
complete a disbursement form and send it to our Home Office. Payments for
withdrawal requests will be made in accordance with Securities and Exchange
Commission requirements, but normally not later than seven calendar days
following our receipt of a disbursement form. Withdrawals may be subject to a
deferred sales charge (see "Charges and Deductions") and to taxes and to tax
penalties (see "Tax Status"). Roth IRAs provide for a tax-free withdrawal of all
assets in the Account, both contributions and earnings, provided the withdrawal
is not made within the 5-taxable year period beginning with the first tax year
for which a contribution was made, and the distribution is made after attainment
of age 59 1/2, or on account of death or disability, or for a qualified
first-time home purchase

     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 Fixed Account or each Subaccount in which your Account is invested,
         unless you request otherwise in writing. All amounts paid will be based
         on your Account Value as of the next Valuation Date after we receive a
         request for withdrawal at our Home Office, or on such later date as the
         disbursement form may specify.

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


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

     Reinstatement Privilege Following Withdrawal. You may elect to reinstate
all or a portion of the proceeds received from the full withdrawal of your
Account within 30 days after the withdrawal. Reinvested amounts must be received
by the Company within 60 days of the withdrawal. Accumulation Units will be
credited to your Account for the amount reinstated, as well as for any
maintenance fee charged and any portion of any deferred sales charge imposed at
the time of withdrawal. However, any aggregate negative market value adjustment
made to the Guaranteed Account will not be credited. Reinstated amounts will be
reallocated to applicable investment options in the same proportion as they were
allocated at the time of withdrawal.

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


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

     The Company offers certain withdrawal options under the Contract that are
not considered Annuity Options ("Systematic

                                       8

<PAGE>


Distribution Options"). To exercise these options, your Account Value must meet
the minimum dollar amount and age criteria applicable to that option.

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

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

[bullet] ECO--Estate Conservation Option. ECO offers the same investment
         flexibility as SWO but is designed forthose who want to receive only
         the minimum distribution that the Code requires each year. ECO is
         available only under Qualified Contracts. Under ECO, the Company
         calculates the minimum distribution amount required by law, and pays
         you that amount once a year. (See "Tax Status.") Other Systematic
         Distribution Options may be added from time to time. Additional
         information relating to any of the Systematic Distribution Options may
         be obtained from your local representative or from the Company at its
         Home Office.

         ECO is not available under the Roth IRA Contract.

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

     Taking a withdrawal under one of these Systematic Distribution Options may
have tax consequences. Any person concerned about tax implications should
consult a competent tax advisor prior to electing an option.

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


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

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

DEATH BENEFIT AMOUNT

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

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

(2)  The Account Value on the Claim Date.

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

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

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

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

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

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

                                       9

<PAGE>


Beneficiary may elect a death benefit option available under the Contract unless
the Certificate Holder has specified the form of payment to the Beneficiary.

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

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

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

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

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

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

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

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

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

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

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

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

DEATH BENEFIT PAYMENT OPTIONS

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

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

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

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

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

     Qualified Contracts. Under a Qualified Contract, the death benefit

                                       10

<PAGE>


is paid at the death of the participant, who is the Annuitant under the
Contract. The Beneficiary has the following options: (1) apply some or all of
the Adjusted Account Value to any of the Annuity Options, subject to the
distribution rules in Code Section 401(a)(9), or (2) receive at any time a lump
sum payment equal to all or a portion of the Adjusted Account Value.

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

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

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


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

ANNUITY PERIOD ELECTIONS

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

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

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

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

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

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

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

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

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

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

PARTIAL ANNUITIZATION

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

ANNUITY OPTIONS

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

Lifetime Annuity Options:

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

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

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

[bullet] Option 4--Life Annuity Based Upon the Lives of Two Annuitants--

                                       11
<PAGE>


         An annuity paid during the lives of the Annuitant and a second
         Annuitant. The Certificate Holder selects an Annuity with 100%, 66% or
         50% of the payment to continue after the first death, or an Annuity
         with 100% of the payment to continue at the death of the second
         Annuitant and 50% of the payment to continue at the death of the
         Annuitant.

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

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

*(If approved by your state.)

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

Nonlifetime Annuity Option:

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

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

ANNUITY PAYMENTS

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

     Amount of Each Annuity Payment. The amount of each payment depends on how
you allocate your Account Value between fixed and variable payouts (some options
require that all payments be made on a fixed basis). No election may be made
that would result in the first Annuity Payment of less than $50, or total yearly
Annuity Payments of less than $250 (less if required by state law). If the
Account Value on the Annuity Date is insufficient to elect an option for the
minimum amount specified, a lump-sum payment must be elected. We reserve the
right to increase the minimum first Annuity Payment amount and the minimum
annual Annuity Payment amount based on increases reflected in the Consumer Price
Index-Urban (CPI-U), since July 1, 1993.

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

CHARGES DEDUCTED DURING THE ANNUITY PERIOD

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

DEATH BENEFIT PAYABLE DURING THE ANNUITY PERIOD

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

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

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

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

     Any lump-sum payment paid under the applicable lifetime or

                                       12
<PAGE>


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


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

INTRODUCTION

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

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

TAXATION OF THE COMPANY

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

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

TAX STATUS OF THE CONTRACT

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

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

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

     If the Certificate Holder is a natural person but not the Annuitant and the
Annuitant dies, if the Beneficiary does not elect an Annuity Option within 60
days of the date of death, the gain, if any, will be includible in the
Beneficiary's income in the year the Annuitant dies.

                                       13
<PAGE>


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

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

     Required Distributions--Qualified Contracts: The Code has required
distribution rules for Section 403(b) Plans and Individual Retirement Annuities.
Other than for IRAs and for five-percent owners in other Qualified Contracts,
distributions must generally begin by April 1 of the calendar year following the
calendar year in which the participant attains age 70-1/2 or retires, whichever
occurs later. For traditional IRA participants 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. There is no required
distribution date for participants in a Roth IRA. 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 from a traditional IRA 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.

     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 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
provided the distribution begins to a non-spouse beneficiary by December 31 of
the calendar year following the calendar year of the participant's death. If
payments are made to a spousal beneficiary, distributions must begin by the
later of December 31 of the calendar year following the calendar year of the
death or December 31 of the calendar year in which the participant would have
attained age 70-1/2.

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

     The minimum distribution rules also apply to beneficiaries under a Roth IRA
and are based on whether the participant dies before or after distribution
begins.

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

TAXATION OF ANNUITY CONTRACTS

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

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

                                       14
<PAGE>


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

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

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

     Any "qualified" distribution from a Roth IRA is not includible in gross
income. A "qualified" distribution is any distribution made after the
participant attains age 59-1/2, or on account of the participant's death or
disability, or for a qualified first-time home purchase. A distribution will not
be treated as "qualified" if it is made within the 5-taxable year period
beginning with the first taxable year for which a contribution was made. If a
distribution is not "qualified", the accumulated earnings are includible in
income. The 10% premature distribution penalty will apply to the taxable portion
of the distribution unless one of the exceptions under the Code applies. (See
Section 21 of this Supplement.) A partial distribution will first be treated as
a return of cost basis (i.e. aggregate amount of contributions.)

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

     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 expected number of payments as defined in Code Section 72 (d).;
however, the remainder of each Annuity Payment is taxable. Once the "investment
in the contract" has been fully recovered, the full amount of any additional
Annuity Payments is taxable. If Annuity Payments cease as a result of an
Annuitant's death before full recovery of the "investment in the contract,"
consult a competent tax advisor regarding deductibility of the unrecovered
amount.

     Penalty Tax: In the case of a distribution pursuant to a Nonqualified
Contract, or a Qualified Contract, there may be imposed a federal income tax
penalty equal to 10% of the amount treated as taxable income.

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

     If a distribution is made from a Qualified Contract sold in conjunction
with a Section 403(b) Plan, the penalty tax will not apply on distribution made
when the participant (a) attains age 59-1/2, (b) becomes permanently and totally
disabled, (c) dies, (d) separates from service with the plan sponsor at or after
age 55, (e) rolls over the distribution amount to another plan of the same type
in accordance with the terms of the Code, or (f) takes the distributions in
substantially equal periodic payments (at least annually) over his or her life
or life expectancy or the joint lives or joint life expectancies of the
participant and 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, except for (d), the same exceptions described in the preceding
paragraph will apply to distributions made from an Individual Retirement
Annuity, including a distribution from a Roth IRA that is not a "qualified
distribution" or a rollover to a Roth IRA that is not a "qualified rollover"
contribution. Beginning January 1, 1997, the penalty tax is also waived on
distributions made from an IRA to pay for health insurance premiums for certain
unemployed individuals. Beginning January 1, 1998, the penalty tax is waived if
the amounts withdrawn are used for a qualified first-time home purchase or for
higher education expenses.

     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.

     Special rules may apply on Nonqualified Contracts. See "Required
Distributions - Nonqualified Contracts."

                                       15
<PAGE>


     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.

CONTRACTS USED WITH CERTAIN RETIREMENT PLANS

     Qualified Contracts in General: The Qualified Contract is designed for use
as a Code Section 408(b) 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
(subject to certain exceptions); distributions that do not conform to specified
commencement and minimum distribution rules; 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.


                                       16
<PAGE>

     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 Code Section 415, is generally
the lesser of 25% of compensation or $30,000. Compensation means compensation
from the participant's employer sponsoring the plan and for years beginning
after December 31, 1997, includes any elective deferrals under Code Section 402
(g) and any amounts not includible in gross income under Code Sections 125 or
457. 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 you and your
employer made to the plan and 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 $10,000 annually (subject to indexing); a participant's own limit may be
higher or lower, depending on certain conditions. In addition, Purchase Payments
will be excluded from a participant's gross income only if the Plan meets
certain nondiscrimination requirements.

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

INDIVIDUAL RETIREMENT ANNUITIES AND SIMPLIFIED EMPLOYEE PENSION PLANS

     Section 408(b) of the Code permits eligible individuals to contribute to an
individual retirement program known as a traditional 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.

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

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

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 403(b) tax-deferred annuities are subject to
mandatory 20% federal income tax withholding. If the recipient is a non-resident
alien, any withholding will be governed by Code Section 1441 based on the
individual's citizenship, the country of domicile and treaty status. We will
report to the IRS the taxable portion of all distributions.


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

DISTRIBUTION

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

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

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

     The Company may also designate third parties to provide services in
connection with the Contracts such as reviewing applications for completeness
and compliance with insurance requirements and

                                       17
<PAGE>


providing the Distributors with approved marketing material, prospectuses or
other supplies. These parties will also receive payments based on Purchase
Payments for their services, to the extent such payments are allowed by
applicable securities laws. All costs and expenses related to these services
will be paid by the Company.

     Payment of Commissions. We pay Distributors and their Registered
Representatives who sell the Contracts commissions and service fees.
Distributors will be paid commissions up to an amount currently equal to 6.0% of
Purchase Payments or as a combination of a certain percentage amount of purchase
payments at time of sale and a trail commission as a percentage of assets. Under
the latter arrangement, commission payments may exceed 6.0% of purchase payments
over the life of the Contract. In limited circumstances, we also pay certain of
these professionals compensation, overrides or reimbursement for expenses
associated with the distribution of the Contract. At times the Company may
offer certain distributors an enhanced commission for a limited period of time.
In addition, some sales personnel may receive various types of non-cash
compensation such as special sales incentives, including trips and educational
and/or business seminars. Supervisory and other management personnel of the
Company may receive compensation that will vary based on the relative
profitability to the Company of the funding options you select. Funding options
that invest in Funds advised by the Company or its affiliates are generally more
profitable to the Company.

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

DELAY OR SUSPENSION OF PAYMENTS

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

PERFORMANCE REPORTING

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

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

VOTING RIGHTS

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

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

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

MODIFICATION OF THE CONTRACT

     The Company may change the Contract as required by federal or state law. In
addition, the Company may, upon 30 days written notice to the Contract Holder,
make other changes to group Contracts that would apply only to individuals who
become Certificate Holders under that

                                       18
<PAGE>


Contract after the effective date of such changes. If the Contract Holder does
not agree to a change, the Company reserves the right to refuse to establish new
Accounts under the Contract. Certain changes will require the approval of
appropriate state or federal regulatory authorities.

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. We will
accept assignments or transfers of ownership of a Nonqualified Contract or a
Qualified Contract where assignments or transfers of ownership are not
prohibited, with proper notification. The date of any such transfer will be the
date we receive the notification at our Home Office. (Refer to "Tax Status" for
general tax information.) If you are contemplating a transfer of ownership or
assignment you should consult a tax adviser due to the potential for tax
liability.

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

INVOLUNTARY TERMINATIONS

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

LEGAL MATTERS AND PROCEEDINGS

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

   
Year 2000

         As a healthcare and financial services enterprise, Aetna Inc. (referred
to collectively with its affiliates and subsidiaries as Aetna), is dependent on
computer systems and applications to conduct its business. Aetna has developed
and is currently executing a comprehensive risk-based plan designed to make its
computer systems, applications and facilities Year 2000 ready. The plan covers
four stages including (i) inventory, (ii) assessment, (iii) remediation and (iv)
testing and certification. At year end 1997, Aetna, including the Company, had
substantially completed the inventory and assessment stages. The remediation
process is currently underway and targeted for completion by December 31, 1998.
Testing and certification of these systems and applications are targeted for
completion by mid-1999. The costs of these efforts will not affect the Separate
Account.

         The Company, its affiliates and the mutual funds that serve as
investment options for the Separate Account also have relationships with
investment advisers, broker dealers, transfer agents, custodians or other
securities industry participants or other service providers that are not
affiliated with Aetna. Aetna, including the Company, is initiating communication
with its critical external relationships to determine the extent to which Aetna
may be vulnerable to such parties' failure to resolve their own Year 2000
issues. Where practicable Aetna and the Company will assess and attempt to
mitigate their risks with respect to the failure of these parties to be Year
2000 ready. There can be no assurance that failure of third parties to complete
adequate preparations in a timely manner, and any resulting systems
interruptions or other consequences, would not have an adverse effect, directly
or indirectly, on the Separate Account, including, without limitation, its
operation or the valuation of its assets and units.


    
                                       19
<PAGE>




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

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

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


                                       20
<PAGE>


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

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

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

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

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

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

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

     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

                                       1
<PAGE>


current deposit period or to other available investment options, or surrender
without an MVA (if applicable, a deferred sales charge is assessed on the
surrendered amount). The provision is available only during the calendar month
immediately following a guaranteed term maturity date and only applies to the
first transaction regardless of the amount involved in the transaction.

MORTALITY AND EXPENSE RISK CHARGES

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

TRANSFERS

     Amounts applied to a guaranteed term during a deposit period may not be
transferred to any other funding option or to another guaranteed term during
that deposit period or for 90 days after the close of that deposit period. This
does not apply to (1) amounts transferred on the Maturity Date or under the
maturity value transfer provision; (2) amounts transferred from the Guaranteed
Account before the Maturity Date due to the election of an Annuity Option; (3)
amounts distributed under the Estate Conservation or Systematic Withdrawal
Options; and (4) amounts transferred from an available Guaranteed Term in
connection with the Dollar Cost Averaging Program. However, if the Certificate
Holder discontinues the Dollar Cost Averaging Program and the amounts in it are
transferred in accordance with the Company's terms and conditions governing
Guaranteed Terms, an MVA will apply. 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 an MVA.
However, only a positive aggregate MVA will be applied to transfers made due to
annuitization under one of the lifetime Annuity Options described in item (2)
above.

     The Company reserves the right to limit the number of investment options
selected during the Accumulation Period. At this time there is no limit on the
number of options selected during the Accumulation Period, but the number of
investment options that may be selected at any one time by a Certificate Holder
presently is limited to 18. Under the Guaranteed Account, each guaranteed term
is counted as one funding option. If a guaranteed term matures, and is renewed
for the same term, it will not count as an additional investment option.

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

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

DEATH BENEFIT

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

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

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

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

DISTRIBUTION

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

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

                                       2
<PAGE>




                                   APPENDIX B

                                  FIXED ACCOUNT

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

Fixed Account

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

   
     Amounts applied to the Fixed Account will earn the interest rate in effect
when actually applied to the Fixed Account. The Fixed Account is only available
in certain states. If a withdrawal is made from the Fixed Account, a deferred
sales charge may apply. Amounts allocated to the Fixed Account will count as an
option for purposes of the 18 investment option limit. (See the Contract
Prospectus).
    

Dollar Cost Averaging

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

Mortality and Expense Risk Charges

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

Transfers Among Investment Options

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

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

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

                                       3


<PAGE>

   
                                   APPENDIX C

                         DESCRIPTION OF UNDERLYING FUNDS

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

     Aetna Balanced VP, Inc. (formerly Aetna Investment Advisers Fund, Inc.)

     Investment Objective

     Seeks to maximize investment return, consistent with reasonable safety of
principal by investing in a diversified portfolio of one or more of the
following asset classes: stocks, bonds, and cash equivalents, based on the
investment adviser's judgment of which of those sectors or mix thereof offers
the best investment prospects.

     Policies

     Assets are allocated among common and preferred stocks, bonds, U.S.
Government securities and derivatives, and money market instruments. The Fund
may also invest in when-issued or delayed-delivery securities. The Fund
generally will maintain at least 25 percent of its total assets in fixed income
securities.

     Risks

     There can be no assurance that the investment adviser will always allocate
assets to the best performing sectors. The Fund's performance would suffer if a
major proportion of its assets were allocated to stocks in a declining market
or, similarly, if a major portion of its assets were allocated to bonds in a
time of adverse interest rate movement. High-yield bonds involve additional
investment risk. Foreign securities may involve certain additional risks. Such
risks include: currency fluctuations and related currency conversion costs; less
liquidity; price or income volatility; less government supervision and
regulation of foreign stock exchanges, brokers and listed companies; adverse
foreign political and economic developments; different accounting procedures and
auditing standards; and less publicly available information about foreign
issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

                     Aetna Income Shares d/b/a Aetna Bond VP

     Investment Objective

     Seeks to maximize total return, consistent with reasonable risk, through
investments in a diversified portfolio consisting primarily of debt securities.

     Policies

     The Fund will invest at least 65 percent of its total assets in debt
securities. It is anticipated that the portfolio's effective average maturity
will normally be between three and ten years. The Fund will normally invest at
least 70 percent of its assets in one or more of the following: a) debt
securities or obligations that are rated at the time of purchase within the four
highest categories assigned by Moody's Investors Service, Inc., Standard &
Poor's Corporation, or other rating agencies, or, if not rated, that are
considered by the investment adviser to be of comparable quality; b) securities
of, or guaranteed by, the U.S. Government, its agencies or instrumentalities; c)
marketable securities or obligations of, or guaranteed by, foreign governments;
d) commercial paper and other short-term investments having a maturity of less
than one year that are considered by the investment adviser to be investment
grade; and, e) cash or cash equivalents. May invest up to 30 percent of its
total assets in high-yield bonds. May invest up to 25 percent of its total
assets in foreign debt and/or equity securities.

     Risks

     The value of debt securities may be affected by changes in general interest
rates. High-yield bonds tend to offer higher yields than investment-grade bonds,
but additional risks are associated with them. Foreign securities may involve
certain additional risks. Such risks include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies; adverse foreign political and economic developments; different
accounting procedures and auditing standards; and less publicly available
information about foreign issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

                                      1
    
<PAGE>

   
              Aetna Variable Fund d/b/a Aetna Growth and Income VP

     Investment Objective

     Seeks to maximize total return through investments in a diversified
portfolio of common stocks and securities convertible into common stock. It is
anticipated that capital appreciation and investment income will both be major
factors in achieving total return.

     Policies

     The Fund will invest principally in common stocks and securities
convertible into common stock that the investment adviser believes have
significant potential for capital appreciation and/or investment income. May
invest up to 25 percent of its total assets in foreign equity securities. The
Fund may invest in nonconvertible preferred stocks, debt securities, rights and
warrants; the Fund may maintain a reserve of cash and high-grade, short-term
debt securities and the Fund may purchase securities on a when-issued or
delayed-delivery basis.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Foreign
securities may involve certain additional risks. Such risks include: currency
fluctuations and related currency conversion costs; less liquidity; price or
income volatility; less government supervision and regulation of foreign stock
exchanges, brokers and listed companies; adverse foreign political and economic
developments; different accounting procedures and auditing standards; and less
publicly available information about foreign issuers.

     Investment Adviser: Aeltus Investment Management, Inc.

             Aetna Variable Encore Fund d/b/a Aetna Money Market VP

     Investment Objective

     Seeks to provide high current return, consistent with preservation of
capital and liquidity, through investment in high-quality money market
instruments.

     Policies

     The Fund will Invest primarily in: a) money market instruments that have a
maturity at the time of purchase, of 397 days or less (762 days or less for U.S.
government securities), and b) debt securities with a longer maturity, if the
Fund has the absolute right to sell such securities back to the issuer for at
least the face amount of the debt obligation within 397 days after the date of
purchase. At least 95 percent of total Fund assets are invested in high-quality
securities (those receiving the highest credit rating by any two rating agencies
or one if only one agency has rated the security). May invest up to 25 percent
of its total assets in foreign securities.

     Risks

     Yield will fluctuate with interest rates. The Fund is neither insured nor
guaranteed by the U.S. government. Foreign securities may involve certain
additional risks. Such risks include: currency fluctuations and related currency
conversion costs; less liquidity; price or income volatility; less government
supervision and regulation of foreign stock exchanges, brokers and listed
companies; adverse foreign political and economic developments; different
accounting procedures and auditing standards; and less publicly available
information about foreign issuers.

     An investment in the Fund is neither insured nor guaranteed by the U.S.
Government.

     Investment Adviser: Aeltus Investment Management, Inc.

               Aetna Generation Portfolios, Inc. - Aetna Ascent VP
                   (formerly Aetna Ascent Variable Portfolio)

     Investment Objective

     Seeks to provide capital appreciation. The Portfolio is designed for
investors who have an investment horizon exceeding 15 years and who have a high
level of risk tolerance.

     Policies

     Invests assets within specified maximum percentage ranges and adjusts the
allocation mix in response to market trends and indicators:

     o    Equity securities are chosen on the basis of their potential for
          capital appreciation.

     o    Fixed income securities may include obligations of the U.S. and
          foreign governments as well as obligations of corporations and
          high-yield bonds.

                                       2
    
<PAGE>

   
     o    Money market investments are high quality and present minimal credit
          risk.

     The benchmark portfolio is 80 percent equities and 20 percent fixed income
under neutral market conditions.

     Risks

     Equity securities are subject to a decline in the stock market or in the
value of the company, while debt securities may be affected by changes in
general interest rates and in the creditworthiness of the issuer. High-yield
bonds have additional credit risks, including lack of liquidity, greater
likelihood of default and increased sensitivity to difficult economic and
corporate developments.

     Foreign securities involve currency and other special risks not present in
domestic securities. Real estate securities may be subject to the same risks
associated with direct ownership of real estate.

     Investment Adviser: Aeltus Investment Management, Inc.

             Aetna Generation Portfolios, Inc. - Aetna Crossroads VP
                 (formerly Aetna Crossroads Variable Portfolio)

     Investment Objective

     Seeks to provide total return (i.e., income and capital appreciation, both
realized and unrealized). The Portfolio is designed for investors who have an
investment horizon exceeding ten years and who have a moderate level of risk
tolerance.

     Policies

     Invests assets within specified maximum percentage ranges and adjusts the
allocation mix in response to market trends and indicators:

     o    Equity securities are chosen on the basis of their potential for
          capital appreciation.

     o    Fixed income securities may include obligations of the U.S. and
          foreign governments as well as obligations of corporations and
          high-yield bonds.

     o    Money market investments are high quality and present minimal credit
          risk.

     The benchmark portfolio is 60 percent equities and 40 percent fixed income
under neutral market conditions.

     Risks

     Equity securities are subject to a decline in the stock market or in the
value of the company; debt securities may be affected by changes in general
interest rates and in the creditworthiness of the issuer. High-yield bonds have
additional credit risks. International securities involve currency and other
special risks not present in domestic securities. Real estate securities may be
subject to the same risks associated with direct ownership of real estate.

     Investment Adviser: Aeltus Investment Management, Inc.

               Aetna Generation Portfolios, Inc. - Aetna Legacy VP
                   (formerly Aetna Legacy Variable Portfolio)

     Investment Objective

     Seeks to provide total return consistent with preservation of capital. The
Portfolio is designed for investors who have an investment horizon exceeding
five years and who have a low level of risk tolerance.

     Policies

     Invests assets within specified maximum percentage ranges and adjusts the
allocation mix in response to market trends and indicators:

     o    Equity securities are chosen on the basis of their potential for
          capital appreciation.

     o    Fixed income securities may include obligations of the U.S. and
          foreign governments as well as obligations of corporations and
          high-yield bonds.

     o    Money market investments are high-quality and present minimal credit
          risk.

     The benchmark portfolio is 40 percent equities and 60 percent fixed income
under neutral market conditions.

     Risks

     Equity securities are subject to a decline in the stock market or value of
the issuer; debt securities may be affected by changes in general interest rates
and creditworthiness of the issuer. High-yield bonds have additional credit
risks. International securities involve currency and other special

    


                                       3
<PAGE>

   
risks not present in domestic securities. Real estate securities may be subject
to the same risks associated with direct ownership of real estate.

     Investment Adviser: Aeltus Investment Management, Inc.

                Aetna Variable Portfolios, Inc. - Aetna Growth VP
                   (formerly Aetna Variable Growth Portfolio)

     Investment Objective

     Seeks growth of capital through investment in a diversified portfolio of
common stocks and securities convertible into common stocks believed to offer
growth potential.

     Policies

     Normally invests at least 65 percent of its total assets in common stocks
that have significant potential for capital growth. May also invest in
convertible and nonconvertible preferred stocks. May buy and sell put and call
options, and stock index futures and options. May enter into repurchase
agreements and invest up to 25 percent of its total assets in foreign
securities. Will not invest more than 15 percent of the total value of its
assets in high-yield bonds.

     Risks

     Equity securities are subject to a decline in the stock market or in the
value of the company and preferred stocks have price risk and some interest rate
and credit risk. Foreign investing involves certain additional risks not present
in U.S. securities. Such risks may include: currency fluctuations and related
currency conversion costs: less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies; adverse foreign political and economic developments; different
accounting procedures and auditing standards; and less publicly available
information about foreign issuers. High-yield bonds may provide a higher return,
but have added risk. Derivatives may experience greater price swings and may be
less liquid than other securities.

     Investment Adviser: Aeltus Investment Management, Inc.

         Aetna Variable Portfolios, Inc. - Aetna Index Plus Large Cap VP
                 (formerly Aetna Variable Index Plus Portfolio)

     Investment Objective

     Seeks to outperform the total return performance of publicly traded common
stocks represented in the Standard & Poor's 500 Composite Stock Price Index (S&P
500).

     Policies

     The Portfolio attempts to be fully invested in common stocks and normally
invests at least 90 percent of its assets in certain common stocks represented
in the S&P 500. Portfolio managers will attempt to outperform the S&P 500 by
creating a portfolio that has similar market risk characteristics to the S&P
500, but will use a disciplined quantitative analysis to identify those stocks
having the greatest likelihood of either outperforming or underperforming the
market.

     Risks
     Because the Portfolio invests in common stocks, it is subject to the
possibility that common stock prices will decline over short or even extended
periods. The U.S. stock market tends to be cyclical, with periods when stock
prices generally rise and periods when prices generally decline. There is no
assurance that the Portfolio's objectives will be met.

     Investment Adviser: Aeltus Investment Management, Inc.

            Aetna Variable Portfolios, Inc. - Aetna International VP

     Investment objective

     Seeks long-term capital growth primarily though investment in a diversified
portfolio of common stocks principally traded in countries outside of the United
States. The Portfolio will not target any given level of current income.

     Policies

     Invests at least 65 percent of its total assets among securities
principally traded in three or more countries outside of North America. The
Portfolio will invest primarily in equity securities, including securities
convertible into stocks. The Portfolio will invest in a broad spectrum of
companies and industries. Further, from time to time, the Portfolio may hold up
to 10 percent of its total assets in long-term debt securities with an S&P or
Moody's rating of AA/Aa or above, or, if unrated, are considered by the
investment adviser to be of comparable quality. Additionally, the Portfolio
    



                                       4
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may invest in options, futures, enter into repurchase agreements and engage in
currency hedging.

     Risks

     Equity securities are subject to a decline in the stock market or in the
value of the company. Investments in foreign securities involve certain
additional risks. Such risks may include: currency fluctuations and related
currency conversion costs; less liquidity; price or income volatility; less
government supervision and regulation of foreign stock exchanges, brokers and
listed companies; adverse foreign economic and political developments; different
accounting procedures and auditing standards; and less publicly available
information about foreign issuers. Derivatives may experience greater price
swings and may be less liquid than other securities.

     Investment Adviser: Aeltus Investment Management, Inc.

        Aetna Variable Portfolios, Inc. - Aetna Real Estate Securities VP

     Investment Objective

     Seeks maximum total return primarily through investment in a diversified
portfolio of equity securities issued by real estate companies, the majority of
which are real estate investment trusts (REITs).

     Policies

     Normally invests at least 65 percent of total assets in income-producing
equity securities of publicly-traded companies "principally engaged" in the real
estate industry, including those companies that, at the time of purchase, derive
a significant proportion (at least 50 percent) of their revenues or profits from
real estate operations or related services. The Portfolio may invest in
convertible securities and preferred stock. Additionally, the Portfolio may
invest in options and futures, enter into repurchase agreements, and invest up
to 25 percent of its total assets in foreign securities. The Portfolio will not
invest more than 15 percent of the total value of its assets in high-yield
bonds.

     Risks

     There are a number of risk factors to be considered when investing in Real
Estate Securities VP. Derivatives may experience greater price swings than other
securities and may be less liquid than other securities. Risks involved in
futures contracts include, but are not limited to: transactions to close out
futures contracts may not be able to be effected at favorable prices; possible
reduction in a fund's total return and yield; possible reduction the value of
the futures instrument, and potential losses in excess of the amount invested in
the futures contracts themselves. Writing call options involves the risk of not
being able to effect closing transactions at favorable prices or to participate
in the appreciation of the underlying securities. Purchasing put options
involves the risk of losing the entire purchase price of the option. High-yield
bonds have additional risks associated with them, including but not limited to:
lack of liquidity; an unpredictable secondary market and a higher risk of
default. Special consideration to an investment in real estate include those
risks associated with the direct ownership of real estate: declines in the value
of real estate, risks related to general and local economic conditions,
over-building and increased competition, increases in property taxes and
operating expenses, changes in zoning laws and other risks particular to this
market. The value of securities of companies which service the real estate
industry may also be affected by such risks.

     Investment Adviser:  Aeltus Investment Management, Inc.

            Aetna Variable Portfolios, Inc. - Aetna Small Company VP
               (formerly Aetna Variable Small Company Portfolio)

     Investment Objective

     Seeks growth of capital primarily through investment in a diversified
portfolio of common stocks and securities convertible into common stocks of
companies with smaller market capitalizations.

     Policies

     Normally invests at least 65 percent of its total assets in the common
stock of companies with equity market capitalizations at the time of purchase of
$1 billion or less. May also invest in convertible and nonconvertible preferred
stock. The securities of small capitalization companies may be in an early
developmental stage or older companies entering a new stage of growth due to
management changes, new technology, products, or markets. Such companies may
also be undervalued due to poor economic conditions, market decline, or actual
or unanticipated unfavorable developments affecting the companies. May invest in
lower-risk derivatives for hedging and other investment purposes.

     Risks

     Equity securities are subject to a decline in the stock market or in the
value of the company. Although securities of small capitalization companies tend
to offer greater potential for growth than securities of larger, more
established issuers, there are additional risks associated with them. These
include: limited marketability, more abrupt or erratic market movements than
securities of larger capitalization companies, and less publicly

    


                                       5
<PAGE>

   
available information about the issuer. These companies may also be dependent on
relatively few products or services, have limited financial resources and lack
of management depth, and may have less of a track record or historical pattern
of performance. Derivatives may experience greater price swings and may be less
liquid than other securities.

     Investment Adviser: Aeltus Investment Management, Inc.



          Aetna Variable Portfolios, Inc. - Aetna Value Opportunity VP
            (formerly Aetna Variable Capital Appreciation Portfolio)

     Investment Objective

     Seeks growth of capital primarily through investment in a diversified
portfolio of common stocks and securities convertible into common stock.

     Policies

     Normally invests at least 65 percent of its net assets in common stocks.
May also invest in convertible and non-convertible preferred stocks. The
Portfolio will use a value oriented approach to stock selection. The Portfolio
may invest up to 25 percent of its total assets in foreign securities, buy and
sell put and call options on stock indices and on individual stocks, purchase
futures contracts, options contracts, engage in currency hedging and purchase
securities on a "when-issued," delayed-delivery or forward-commitment basis.

     Risks

     Equity securities are subject to a decline in the stock market or in the
value of the issuer, and preferred stocks have price risk and some interest rate
and credit risk. The value of debt securities may be affected by changes in
general interest rates and in the creditworthiness of the issuer. Investments in
securities of foreign issuers or securities denominated in foreign currencies
involve risks not present in domestic markets. Such risks include: currency
fluctuations and related currency conversion costs; less liquidity; price or
income volatility; less government supervision and regulation of foreign stock
exchanges, brokers and listed companies; adverse foreign political and economic
developments; different accounting procedures and auditing standards; and less
publicly available information about foreign issuers.

     Investment Adviser: Aeltus Investment Management, Inc.



                        Calvert Social Balanced Portfolio
           (formerly Calvert Responsibly Invested Balanced Portfolio)

     Investment Objective

     Seeks to achieve a total return above the rate of inflation through an
actively managed, nondiversified portfolio of common and preferred stocks, bonds
and money market instruments which offer income and capital growth opportunity
and which satisfy the social criteria established for the Portfolio.

     Policies

     The Portfolio may purchase both common and preferred stocks. Although there
is no predetermined percentage of assets allocated to stocks, bonds, or money
market instruments, the Portfolio will invest a least 25 percent of its assets
in senior fixed income securities. The Portfolio normally invests in
investment-grade bonds rated in one of the four highest rating categories by
Standard & Poor's Corporation or by Moody's Investors Service, Inc. or, if not
rated, that are determined by the Portfolio's investment adviser to be of
comparable quality. The Portfolio may invest up to 10 percent of its assets in
foreign securities.

     Risks

     Since the Portfolio is nondiversified, the value of the shares may be more
susceptible to any single economic, political, or regulatory event than the
shares of a diversified portfolio. Fixed income investments are subject to
interest rate risk. There are also risks involved in investing in foreign
securities. These include currency risks, less publicly available information
about foreign companies, different audit and financial reporting standards, and
less government supervision and regulation.

     Investment Adviser: Calvert Asset Management Company, Inc.

    

                                       6
<PAGE>


   
                     Fidelity Investments Variable Insurance
                    Products Fund - Equity-Income Portfolio

     Investment Objective

     Seeks reasonable income by investing primarily in income-producing equity
securities. Also considers the potential for capital appreciation.

     Policies

     Seeks to achieve a yield that will beat that of the Standard & Poor's (S&P)
500 Index. The Portfolio normally invests at least 65 percent of its total
assets in income-producing equity securities. The Portfolio has the flexibility,
however, to invest the balance in all types of domestic and foreign securities,
including bonds. Portfolio managers do not expect to invest in debt securities
of companies that do not have proven earnings or credit.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. The value of
bonds fluctuates based on changes in interest rates and in the credit quality of
the issuer. Foreign securities, foreign currencies and securities issued by U.S.
entities with substantial foreign operations may involve additional risks. These
include political or economic risks, fluctuations in foreign currencies
withholding or other taxes, operational risks, increased regulatory burdens, and
less stringent investor protection and disclosure standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company

                     Fidelity Investments Variable Insurance
                        Products Fund - Growth Portfolio

     Investment Objective

     Seeks capital appreciation by investing in common stock, although its
investments are not restricted to any one type of security.

     Policies

     The Portfolio may, however, pursue growth in larger companies that hold a
strong position in the market or industry. These may be found in mature or
declining industries. Companies that have strong growth potential often have new
products, technologies, distribution channels, or other opportunities.
Generally, these domestic and foreign companies tend to be small- and mid-sized
companies that have higher than average price/earnings (P/E) ratios. A high P/E
ratio means that the stock is more expensive than average relative to the
company's earnings. May not invest more than 50 percent of its assets in foreign
securities.

     Risks

     Stock values may fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. The market
prices of stocks with high P/E ratios may be particularly sensitive to economic
market or company news. Foreign securities, foreign currencies, and securities
issued by U.S. entities with substantial foreign operations may involve
additional risks. These include political or economic risks, fluctuations in
foreign currencies, withholding or other taxes, operational risks, increased
regulatory burdens, and less stringent investor protection and disclosure
standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company

                     Fidelity Investments Variable Insurance
                     Products Fund - High Income Portfolio

     Investment Objective

     Seeks to obtain a high level of current income by investing primarily in
high-yielding, lower-rated, fixed income securities, while also considering
growth of capital.

     Policies

     Invests primarily in all types of income-producing debt securities,
preferred stocks, and convertible securities. The Portfolio normally invests at
least 65 percent of its assets in these securities. If consistent with its
investment objectives, the Portfolio may also invest in common stocks, other
equity securities, and debt securities that are not currently paying interest
but that are expected to do so in the future. The Portfolio manager focuses on
assembling a portfolio of income-producing securities that it believes will
provide the best tradeoff between risk and return within the range of securities
that are eligible investments for the Portfolio. The Portfolio may invest up to
50 percent of its total assets in foreign securities.

    

                                       7
<PAGE>

   
     Risks

     Yield and share price change daily and are based on changes in interest
rates, market conditions, other economic and political news, and on the quality
and maturity of the Portfolio's investments. Lower quality debt securities (also
known as "junk bonds") are considered to have speculative characteristics and
involve greater risk of default or price changes. Foreign securities, foreign
currencies and securities issued by U.S. entities with substantial foreign
operations may involve additional risks. These include political or economic
risks, fluctuations in foreign currencies, withholding or other taxes,
operational risks, increased regulatory burdens, and less stringent investor
protection and disclosure standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company

                     Fidelity Investments Variable Insurance
                       Products Fund - Overseas Portfolio

     Investment Objective

     Seeks long-term growth by investing mainly in foreign securities.

     Policies

     Normally invests at least 65 percent of the Portfolio's total assets in
securities of issuers whose principal activities are located outside the United
States. Expects to invest a majority of its assets in equity securities, but may
also invest in debt securities of any quality. Invests in securities of both
developed and emerging markets. May invest in the securities of any issuer,
including companies and other business organizations as well as governments and
government agencies. Will tend to focus on the equity securities of both large
and small companies. May invest in short-term debt securities and money market
instruments for cash management purposes. When allocating the Portfolio's
investments among countries and regions, the Portfolio managers consider the
size of the market in each country and region relative to the size of the
international market as a whole. May not invest more than 25 percent of its
total assets in any one industry.

     Risks

     Stock values fluctuate in response to the activities of individual
companies, and general market and economic conditions. International funds have
increased economic and political risks because they are exposed to events and
factors in the various world markets, especially in emerging markets. In
addition, changes in the value of foreign currencies can significantly affect
the Portfolio's share price. The Portfolio seeks to reduce investment risk by
diversifying its holdings among many companies and industries.

     Investment Adviser: Fidelity Management & Research Company

                     Fidelity Investments Variable Insurance
                   Products Fund II - Asset Manager Portfolio

     Investment Objective

     Seeks high total return with reduced risk over the long term by allocating
its assets among domestic and foreign stocks, bonds and short-term money market
instruments.

     Policies

     Invests in a diverse range of stocks, bonds, short-term, and money market
instruments, issued in the United States and abroad. The stock class includes
equity securities of all types. The bond class includes all varieties of fixed
income instruments with maturities of more than three years. The short-term
instruments class includes all types of short-term instruments with remaining
maturities of three years or less. The Portfolio has a neutral mix which
represents the way investments generally will be allocated over the long term.
This mix will vary over short-term periods - within defined ranges based on the
current outlook for the different markets. May invest up to 50 percent of its
total assets in foreign securities.

     Risks

     The Portfolio seeks to reduce its overall risk by diversifying among
different types of investments, but aggressively invests in a wide variety of
security types, including stocks and bonds issued in developed and developing
countries. Stock values fluctuate in response to the activities of individual
companies and general market and economic conditions. The value of bonds and
short-term instruments fluctuates based on changes in interest rates and in the
credit quality of the issuer. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations may
involve additional risks.

     Investment Adviser: Fidelity Management & Research Company

    

                                       8
<PAGE>


   
                     Fidelity Investments Variable Insurance
                    Products Fund II - Contrafund Portfolio

     Investment Objective

     Seeks maximum total return over the long term by investing mainly in
securities of companies whose value the investment adviser believes is not fully
recognized by the public.

     Policies

     Usually invests in common stock and securities convertible into common
stock, but may invest in any type of security that may produce capital
appreciation. Seeks companies that are: 1) unpopular, but that may improve due
to developments such as a change in management, a new product line, or an
improved balance sheet; or 2) recently popular, but temporarily out of favor due
to short-term or one-time factors; or, undervalued compared to other companies
in the same industry. May not invest more than 25 percent of its total assets in
any one industry.

     Risks

     Stock values may fluctuate in response to the activities of an individual
company or general market and economic conditions. The Portfolio's strategy can
lead to investments in small- and medium-sized companies, which carry more risk
than larger ones. Generally, such companies rely on limited product lines and
markets, financial resources or other factors. This may make them more
susceptible to downturns. Foreign securities, foreign currencies, and securities
issued by U.S. entities with substantial foreign operations may involve
additional risks. These include political or economic risks, fluctuations in
foreign currencies, withholding or other taxes, operational risks, increased
regulatory burdens, and less stringent investor protection and disclosure
standards of foreign markets. Seeks to manage risk by diversifying its holdings
among many companies and industries.

     Investment Adviser: Fidelity Management & Research Company

                     Fidelity Investments Variable Insurance
                     Products Fund II - Index 500 Portfolio

     Investment Objective

     Seeks to provide investment results that correspond to the total return of
common stocks publicly traded in the United States by duplicating the
composition and total return of the Standard & Poor's Composite Index of 500
Stocks (S&P 500).

     Policies

     Normally invests at least 80 percent (65 percent if Portfolio assets are
below $20 million) of the Portfolio's assets in equity securities of companies
that comprise the S&P 500. In seeking a 98 percent or better long-term
correlation of the Portfolio's total return to that of the S&P 500, The
investment adviser employs a "passive" or "indexing" approach and tries to
allocate its assets similarly to those of the index. The Portfolio's composition
may not always be identical to that of the index. If extraordinary circumstances
warrant, the investment adviser may exclude a stock held in the S&P 500 and
include a similar stock in its place if doing so will help the Portfolio achieve
its objective. The investment adviser monitors the correlation between the
performance of the Portfolio and the S&P 500 on a regular basis. Although the
Portfolio focuses on common stocks, it may invest in other equity securities and
other types of instruments. The Portfolio may invest up to 50 percent of its
assets in foreign securities.

     Risks

     Stock values fluctuate in response to the activities of individual
companies, and general market and economic conditions. Foreign securities,
foreign currencies, and securities issued by U.S. entities with substantial
foreign operations may involve additional risks and considerations. These
include risks related to political or economic conditions in foreign countries,
fluctuations in foreign debt currencies, withholding or other taxes, operational
risks, increased regulatory burdens, and potentially less stringent investor
protection and disclosure standards of foreign markets.

     Investment Adviser: Fidelity Management & Research Company; Subadviser:
Bankers Trust Company



                Janus Aspen Series - Aggressive Growth Portfolio

     Investment Objective

     Seeks long-term growth of capital.

     Policies

     A nondiversified portfolio that invests primarily in common stocks of
foreign and domestic companies selected for their growth potential. Normally
invests at least 50 percent of its equity assets in securities issued by
medium-sized companies those whose market capitalizations fall within the range
of companies in the Standard and Poor's (S&P) Mid Cap 400 Index. May invest, to
a lesser degree, in other types of securities including preferred stocks,
warrants, convertible securities, and debt securities. May invest up to 35
percent of its net assets in high-yield/high-risk

    

                                       9
<PAGE>

   
debt securities ("junk bonds"). May at times hold substantial positions in cash
equivalents or interest-bearing securities.

     Risks

     Stock values may fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Smaller or newer issuers are
more likely to realize more substantial growth as well as suffer more
significant losses than larger or more established issuers. Investments in such
companies can be both more volatile and more speculative. Investments in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These risks include currency,
political, economic, regulatory, and market risk factors. High-yield/high-risk
securities are generally more dependent on the ability of the issuer to meet
interest and principal payments (i.e., credit risk). Issuers of high-yield
securities may not be as strong financially as those issuing bonds with higher
credit ratings. They are more vulnerable to real or perceived economic changes,
political changes or other adverse developments.

     Investment Adviser: Janus Capital Corporation

                     Janus Aspen Series - Balanced Portfolio

     Investment Objective

     Seeks long-term capital growth, consistent with preservation of capital and
balanced by current income.

     Policies

     Normally invests 40-60 percent of its assets in securities selected
primarily for their growth potential and 40-60 percent of its assets in
securities selected primarily for their income potential. Invests in common
stocks of domestic and foreign companies. May invest to a lesser degree in other
types of securities including preferred stocks, warrants, convertible
securities, and debt securities when the portfolio manager perceives an
opportunity for capital growth. Assets may shift between the growth and income
components of the Portfolio based on the portfolio manager's analysis of
relevant market financial and economic conditions. The portfolio manager
generally takes a "bottom up" approach to building the Portfolio, seeking to
identify individual companies with earnings growth potential that may not be
recognized by the market at large.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Investments in
foreign securities, including those of foreign governments, involve greater
risks than investing in comparable domestic securities. These risks include
currency, political, economic, regulatory and market risk factors. Risk is
reduced through diversification.

     Investment Adviser: Janus Capital Corporation

                 Janus Aspen Series - Flexible Income Portfolio

     Investment Objective

     Seeks to obtain maximum total return, consistent with the preservation of
capital.

     Policies

     The Portfolio invests at least 80 percent of its assets in income-producing
securities which may include: corporate bonds and notes, preferred stock,
income-producing common stocks, debt securities convertible or exchangeable into
equity securities, and debt securities with the right to acquire equity
securities as evidenced by warrants attached to or acquired with the securities.
May invest to a lesser degree in common stocks, other equity securities, or debt
securities not currently paying dividends or interest. May purchase securities
of any maturity and quality. Average maturity and quality of its portfolio may
vary substantially. May invest without limit in foreign securities, including
those of corporate and government issuers, as well as in high-yield/high-risk
securities. May have substantial holdings of such securities, as well as in
high-yield/high-risk securities (or "junk bonds") which are debt securities
rated below investment grade by the primary rating agencies such as Standard &
Poor's and Moody's.

     Risks

     Foreign investing involves risks that are different in some respects from
investments in securities of U.S. issuers including: economic/political
volatility; less government regulation and supervision of foreign stock
exchanges, brokers and listed companies; and price, interest rate and currency
risk. The value of lower-quality securities generally depends more on the
ability of the issuer to meet interest and principal payments than is true for
higher-quality securities. Issuers of high-yield securities are more vulnerable
to real or perceived economic and political changes or adverse developments
specific to the issuer. In the event of a default, the Portfolio would
experience a reduction of its income and a decline in the market value of the
defaulted securities.

     Investment Adviser: Janus Capital Corporation

    

                                       10
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                     Janus Aspen Series - Growth Portfolio

     Investment Objective

     Seeks long-term growth of capital in a manner consistent with the
preservation of capital.

     Policies

     Invests in common stocks of companies of any size, although it generally
invests in larger, more established issuers. Invests primarily in stocks of
domestic and foreign companies selected for their growth potential. May at times
hold substantial positions in cash equivalents or interest bearing securities.
May invest to a lesser degree in other types of securities including preferred
stocks, warrants, convertible securities, and debt securities when its portfolio
manager perceives an opportunity for capital growth. Using a "bottom up"
approach to building the Portfolio, the portfolio manager seeks to identify
individual companies with earnings growth potential that may not be recognized
by the market at large. Securities are generally selected without regard to any
defined industry sector. Securities are selected solely for their capital growth
potential; investment income is not a consideration.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Smaller or newer issuers are
more likely to realize more substantial growth as well as suffer more
significant losses than larger or more established issuers. Investments in such
companies can be both more volatile and more speculative. Investments in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These risks include currency,
political, economic, regulatory and market risk factors. Risk is reduced through
diversification.

     Investment Adviser: Janus Capital Corporation

                 Janus Aspen Series - Worldwide Growth Portfolio

     Investment Objective

     Seeks long-term growth of capital in a manner consistent with the
preservation of capital.

     Policies

     A diversified portfolio that invests primarily in common stocks of foreign
and domestic issuers. Invests worldwide in companies and organizations of any
size, regardless of country of organization or place of principal business
activity. Normally invests in issuers from at least five different countries,
including the United States. May at times invest in fewer than five countries or
even in a single country. May hold substantial positions in cash equivalents or
interest-bearing securities. May invest to a lesser degree in other types of
securities, including preferred stocks, warrants, convertible securities, and
debt securities, when the portfolio manager perceives an opportunity for growth.
May invest up to 35 percent of net assets in high-yield/high-risk securities
(also called "junk bonds"). May invest without limit in foreign equity and debt
securities.

     Risks

     Stock values may fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Investment in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These include currency, political,
economic, regulatory and market risk factors. High-yield/high-risk securities
are generally more dependent on the ability of the issuer to meet interest and
principal payments (i.e., credit risk). Issuers of high-yield securities may not
be as strong financially as those issuing bonds with higher credit ratings. They
are more vulnerable to real or perceived economic changes, political changes or
other adverse developments.

     Investment Adviser: Janus Capital Corporation

    

                                       11
<PAGE>

   
                             MFS Total Return Series

     Investment Objective

     Seeks to provide above average income (compared to a portfolio invested
entirely in equity securities) consistent with the prudent employment of
capital. Its secondary objective is to provide a reasonable opportunity for
growth of capital and income.

     Policies

     Under normal market conditions, at least 25 percent of the Series' assets
will be invested in fixed income securities, and at least 40 percent (but no
more than 75 percent) of the Series' assets will be invested in equity
securities. The Series invests in a broad list of securities, including
short-term obligations. The list may be diversified not only by companies and
industries, but also by type of security. May vary the percentage of assets
invested in any one type of security depending on the Adviser's interpretation
of economic and money market conditions, fiscal and monetary policy, and
underlying security values. The Series debt investment may consist of both
investment grade securities and securities that are lower rated or unrated
categories (commonly known as "junk bonds"). May hold up to 20 percent of its
assets in foreign securities (including emerging market securities and Brady
Bonds) which are not traded on a U.S. exchange.

     Risks

     Investing in the securities of foreign issuers generally involves risks not
ordinarily associated with investing in securities of domestic issuers. These
include changes in currency rates, exchange control regulations, governmental
administration or economic or monetary policy (in the U.S. or abroad), or
circumstances in dealing between nations. Other considerations include limited
information about foreign issuers, higher brokerage costs, different accounting
standards, and thinner trading markets.

     Investment Adviser: Massachusetts Financial Services Company ("MFS")

                          MFS World Governments Series

     Investment Objective

     Seeks not only preservation but also growth of capital, together with
moderate current income.

     Policies

     The Series seeks to achieve its investment objective through a
professionally managed, internationally diversified portfolio consisting
primarily in debt securities and, to a lesser extent, equity securities. Under
normal circumstances, the Series invests at least 80 percent of its assets in
debt securities. The Series may invest up to 100 percent (although it generally
expects to invest not more than 80 percent) of its net assets in foreign
securities. At least 65 percent of the Series' assets will be invested in at
least three different countries, one of which may be the U.S., except when the
Adviser believes that investing for temporary defensive purposes is appropriate.
U.S. assets will be invested in high-quality debt securities, and the remainder
of the assets will be diversified among countries where opportunities for total
return are expected to be most attractive. It is currently expected that
investments in foreign countries will be primarily in government securities to
minimize credit risks.

     Risks

     Investing in securities of foreign issuers generally involves risks not
ordinarily associated with investing in securities of domestic issuers. These
include changes in currency rates, exchange control regulations, governmental
administration or economic or monetary policy (in the U.S. or abroad), or
circumstances in dealing between nations. Other considerations include limited
information about foreign issuers, higher brokerage costs, different accounting
standards, and thinner trading markets.

     Investment Adviser: Massachusetts Financial Services Company ("MFS")



                       Oppenheimer Aggressive Growth Fund
                (formerly Oppenheimer Capital Appreciation Fund)

     Investment Objective

     Seeks to achieve capital appreciation by investing in "growth-type"
companies.

     Policies

     "Growth-type" companies are believed to have relatively favorable long-term
prospects for increasing demand for their goods or services, or to be developing
new products, services, or markets and normally retain a relatively larger
portion of their earnings for research, development, and investment in capital
assets. The Fund will invest no more than 25 percent of its total assets in
foreign securities or in government securities of any foreign country or in
obligations of foreign banks.

    

                                       12
<PAGE>

   
     Risks

     Stock prices will fluctuate. Additional risk is present in growth-type
investments since the price of the security may decline if the anticipated
development fails to occur. Investing in small, unseasoned companies (those that
have been in operation for less than three years, counting the operations of any
predecessors) may have limited liquidity, and the prices of these securities may
be volatile. Foreign securities markets may be less liquid and more volatile
than markets in the U.S. Risks of foreign securities may include foreign
withholding taxation, changes in currency, less publicly available information,
and differences between domestic and foreign legal, auditing, brokerage and
economic standards.

     Investment Adviser: OppenheimerFunds, Inc.

                       Oppenheimer Global Securities Fund

     Investment Objective

     Seeks long-term capital appreciation by investing a substantial portion of
its assets in securities of foreign issuers, "growth-type" companies, cyclical
industries and special situations which are considered to have appreciation
possibilities but which may be considered to be speculative.

     Policies

     Invests a substantial portion of its assets in securities of foreign
issuers, "growth-type" companies (those which, in the opinion of the manager,
have relatively favorable long-term prospects for increasing demand or which
develop new products and retain a significant part of earnings for research and
development), cyclical industries, and special investment situations which are
considered to have appreciation possibilities. May invest in foreign securities
and the relative amount of such investments will change from time to time.

     Risks

     Stock prices will fluctuate. Foreign securities markets may be less liquid
and more volatile than the markets in the U.S. Risks of foreign securities may
include foreign withholding taxation, changes in currency, less publicly
available information, and differences between domestic and foreign legal,
auditing brokerage and economic standards. Investments in small, unseasoned
companies (those that have been in operation for less than three years, counting
the operations of any predecessors) may have limited liquidity, and the prices
of these securities may be volatile.

     Investment Adviser: OppenheimerFunds, Inc.



                        Oppenheimer Growth & Income Fund

     Investment Objective

     Seeks a high total return (which includes growth in the value of its shares
as well as current income) from equity and debt securities.

     Policies

     Invests primarily in equity and debt securities and focuses on all market
capitalization including small to medium capitalization companies. Equity
investments include common stocks, preferred stocks, convertible securities, and
warrants. Debt securities include bonds, participation interests, asset-backed
securities, private label mortgage backed securities and collateralized mortgage
obligations (CMOs), zero coupon securities, and U.S. Government obligations. The
proportion of equity and fixed income investments will vary based upon the
manager's evaluation of economic and market trends and perceived relative total
anticipated return from such types of investments. There is no minimum or
maximum percentage of assets that may, at any given time, be invested in either
type of investment. The Fund may invest in foreign securities without limit.

     Risks

     Changes in overall market movements or interest rates, or factors affecting
a particular industry or issuer can affect the value of the Fund's investments
and their price per share. Equity investments are generally subject to a number
of risks, including the risk that values will fluctuate as a result of changing
expectations for the economy and individual issuers; stocks with small- to
medium-size capitalization may fluctuate more than large capitalization stocks.
Foreign investments are subject to the risk of adverse currency fluctuation and
additional risks and expenses in comparison to U.S. investments.

     Investment Adviser: OppenheimerFunds, Inc.

    

                                       13
<PAGE>

   
                         Oppenheimer Strategic Bond Fund

     Investment Objective

     Seeks a high level of current income principally derived from interest on
debt securities and seeks to enhance such income by writing covered call options
on debt securities.

     Policies

     Invests principally in lower-rated, high-yield domestic debt securities
(commonly shown as "junk bonds"), U.S. Government securities, and foreign
government and corporate debt securities. Under normal circumstances, the Fund's
assets will be invested in each of these three sectors. However, Strategic Bond
Fund may occasionally invest up to 100 percent of its total assets in any one
sector, if, in the manager's judgment, the Fund has the opportunity to seek a
high level of current income without undue risk to principal. Accordingly, the
Fund's investments should be considered speculative. Distributable income will
fluctuate as the Fund's assets are shifted among the three sectors.

     Risks

     The higher yields and income sought by Strategic Bond Fund are generally
associated with securities in the lower-rating categories of the established
rating services. Such securities are considered speculative and involve greater
risk than lower-yielding, higher-rated fixed income securities, while providing
higher yields than such securities. Lower-rated securities may be less liquid,
and significant losses could be experienced if a substantial number of other
holders of such securities decide to sell at the same time. Issuers of
lower-rated or unrated securities are generally not as financially secure or
creditworthy as issuers of higher-rated securities.

     Investment Adviser: OppenheimerFunds, Inc.

               Portfolio Partners MFS Emerging Equities Portfolio

     Investment Objective

     Seeks to provide long-term growth of capital. Dividend and interest income
from portfolio securities, if any, is incidental to the Portfolio's investment
objective.

     Policies

     Normally invests at least 80 percent of its assets in common stocks of
companies the subadviser believes are in an early phase of their life cycle, but
that have the potential to become major enterprises. Such companies would be
expected to show earnings growth over time well above the growth rate of the
overall economy and inflation and have the products, technologies, management
and market and other opportunities usually necessary to become more widely
recognized as growth companies. Emerging growth companies can be of any size.
The Portfolio may invest in larger or more established companies whose rates of
earnings growth are expected to accelerate because of special factors or basic
changes in the economic environment. Up to 25 percent of the Portfolio's net
assets may be invested in foreign issuers.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Investing in
emerging growth companies involves greater risk than is customarily associated
with investments in more established companies. Such companies may have limited
product lines, markets or financial resources and they may be dependent on one
person's management. In addition, there may be less research available on many
promising small- and medium-sized emerging growth companies, making it more
difficult to find and analyze these companies. The securities of these companies
may have limited marketability and may be subject to more abrupt or erratic
market movements than securities of larger, more established growth companies or
the market averages in general. Foreign investing involves risks that are
different in some respects from investments in the securities of U.S. issuers.
Risks include less availability of information about issuers or foreign markets,
economic and political volatility, and price, interest rate and currency risk.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Massachusetts Financial Services Company

                Portfolio Partners MFS Research Growth Portfolio

     Investment Objective

     Seeks long-term growth of capital and future income.

     Policies

     Invests at least 65 percent of its total assets in common stocks, or
securities convertible into common stocks, of companies believed to possess
better than average prospects for long-term growth. A smaller proportion of the
assets may be invested in bonds, short-term obligations, preferred

    

                                       14
<PAGE>

   
stocks or common stocks whose principal characteristic is income production
rather than growth. In the case of both growth stocks and income issues,
emphasis is placed on the selection of progressive, well-managed companies. The
Portfolio may invest up to 20 percent of its net assets in foreign securities,
including emerging market securities.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Investing in
securities of foreign issuers generally involves risks not ordinarily associated
with investing in securities of domestic issuers. These include less
availability of information about issuers or foreign markets, economic and
political volatility, and price, interest rate and currency risk.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Massachusetts Financial Services Company

                  Portfolio Partners MFS Value Equity Portfolio

     Investment Objectives

     Seeks capital appreciation. Dividend income, if any, is a consideration
incidental to the Portfolio's objective of capital appreciation.

     Policies

     While the Portfolio's policy is to invest at least 65 percent of its total
assets in common stocks, it may seek appreciation other types of securities
(such as fixed-income, convertible bonds, convertible preferred stocks and
warrants) when relative values make such purchases appear attractive, either as
individual issues or as types of securities in certain economic environments.
The Portfolio may invest in high-yield fixed-income (below investment grade),
but will invest no more than 25 percent of its net assets in these securities.
The Portfolio may also invest up to 50 percent (but generally expects to invest
not more than 25 percent) of its net assets in foreign securities.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Lower-rated bonds have
speculated characteristics. Changes in economic conditions or other
circumstances are more likely to lead to a weakened capacity to make principal
and interest payments than in the case of higher-grade securities. Investing in
securities of foreign issuers generally involves risks not ordinarily associated
with investing in securities of domestic issuers. These include less
availability of information about issuers or foreign markets, economic and
political volatility, and price, interest rate and currency risk.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Massachusetts Financial Services Company

            Portfolio Partners Scudder International Growth Portfolio

     Investment Objective

     Seeks long-term growth of capital primarily through a diversified portfolio
of marketable foreign equity investments.

     Policies

     Invests in companies, wherever organized, that do business primarily
outside the United States. The Portfolio intends to diversify investments among
several countries and to have represented in its holdings business activities in
not less than three different countries. Does not intend to concentrate
investments in any particular industry. Invests primarily in equity securities
of established companies, listed on foreign exchanges, that the subadviser
believes have favorable characteristics. Although the Portfolio will consist
primarily of equity securities, it may also invest in fixed-income securities of
foreign governments and companies.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Investing in foreign securities
may involve a greater degree of risk than investing in domestic securities.
Additional risk factors include the possibility of exchange rate fluctuations,
less publicly available information, more volatile markets, less securities
regulation and less favorable tax provisions.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
Scudder Kemper Investments, Inc.
    

<PAGE>

   
            Portfolio Partners T. Rowe Price Growth Equity Portfolio

     Investment Objective

     Seeks long-term growth of capital and, secondarily, to increase dividend
income by investing primarily in common stocks of well established growth
companies.

     Policies

     Under normal market conditions the Portfolio invests at least 65 percent of
its total assets in common stocks issued by a diversified group of growth
companies. The companies in which the Portfolio invests normally (but not
always) pay dividends, which are generally expected to rise in future years as
earnings increase. Most of its assets will be invested in U.S. common stocks.
However, the Portfolio may invest in foreign securities and convertible
securities and warrants, when the subadviser considers such investments
consistent with he Portfolio's investment objective and policies.

     The Portfolio generally seeks to invest in securities of companies that
satisfy one or more of several criteria established by the subadviser. For
example, the subadviser generally seeks companies with superior growth in
earnings and cash flow; the ability to sustain earnings momentum even during
economic slowdowns by operating in so-called "fertile fields" (areas where
earnings and dividends can outpace inflation and the overall economy); and the
capability to expand even during times of slow growth. The subadviser generally
favors companies whose profits increase due to economic factors rather than
one-time events such as lower taxes. The Portfolio may engage in strategic
transactions, which may include the use of derivatives.

     Risks

     Share prices will fluctuate in response to the activities of an individual
company or in response to general market and economic conditions. Historically,
common stocks have provided greater long-term returns and have entailed greater
short-term risks than other investment choices. Investments in foreign
securities, including those of foreign governments, involve greater risks than
investing in comparable domestic securities. These risks include currency,
political, economic, regulatory and market risk factors. Risk is reduced through
diversification.

     Investment Adviser: Aetna Life Insurance and Annuity Company; Subadviser:
T. Rowe Price Associates, Inc.

    

<PAGE>

- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT B
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------

              Statement of Additional Information dated May 1, 1998

                                  Marathon Plus
                              New York Growth Plus

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current Prospectus for Variable Annuity Account B (the
"Separate Account") dated May 1, 1998.

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


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


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



                                TABLE OF CONTENTS

                                                                            Page


General Information and History........................................       2
Variable Annuity Account B.............................................       2
Offering and Purchase of Contracts.....................................       4
Performance Data.......................................................       4
      General..........................................................       4
      Average Annual Total Return Quotations...........................       5
Annuity Payments.......................................................      12
Sales Material and Advertising.........................................      13
Independent Auditors...................................................      13
Financial Statements of the Separate Account...........................      S-1
Financial Statements of the Company....................................      F-1

                                      -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, 1997, the Company
("ALIAC") had $40.7 billion invested through its products, including $22.3
billion in its separate accounts (of which the Company or an affiliate oversees
the management of $17.6 billion) and $1.3 billion in its mutual funds offered
outside of its separate accounts. The Company is ranked among the top 2% of all
U.S. life insurance companies based on assets as of December 31, 1996. The
Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc., which
is in turn a wholly owned subsidiary of Aetna Retirement Services, Inc., and an
indirect wholly owned subsidiary of Aetna Inc. The Company is engaged in the
business of issuing life insurance policies and annuity contracts in all states
of the United States. The Company's Home Office is located at 151 Farmington
Avenue, Hartford, Connecticut 06156.
    

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

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

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

                           VARIABLE ANNUITY ACCOUNT B

Variable Annuity Account B (the "Separate Account") is a separate account
established by the Company for the purpose of funding variable annuity contracts
issued by the Company. The Separate Account is registered with the Securities
and Exchange Commission as a unit investment trust under the Investment Company
Act of 1940, as amended. Purchase Payments made under the Contract may be
allocated to one or more of the Subaccounts. Each Subaccount invests in the
shares of only one of the Funds listed below. The Company may make additions to,
deletions from or 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.



                                      -2-
<PAGE>

The Funds currently available under the Marathon Plus Contracts are as follows:

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

The Funds currently available under the New York Growth Plus Contracts are as
follows:

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

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.


                                      -3-
<PAGE>


                       OFFERING AND PURCHASE OF CONTRACTS

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

                                PERFORMANCE DATA
GENERAL

From time to time, the Company may advertise different types of historical
performance for the Subaccounts of the Separate Account available under the
Contracts. The Company may advertise the "standardized average annual total
returns," calculated in a manner prescribed by the Securities and Exchange
Commission (the "standardized return"), as well as "non-standardized returns,"
both of which are described below.

The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the various Subaccounts under the Contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof). The redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period) and 1 is subtracted from the result which is then
expressed as a percentage, carried to at least the nearest hundredth of a
percent. The standardized figures use the actual returns of the Fund since the
date contributions were first received in the Fund under the Separate Account
and then adjust them to reflect the deduction of the maximum amount recurring
charges under the Contracts during each period (e.g., 1.25% mortality and
expense risk charge, $30.00 maintenance fee, 0.15% administrative charge, and
deferred sales charge of 7% of Purchase Payments grading down to 0% after 7
years). These charges will be deducted on a pro rata basis in the case of
fractional periods. The maintenance fee is converted to a percentage of assets
based on the average account size under the Contracts described in the
Prospectus. The total return figures shown below may be different from the
actual historical total return under your Contract because for periods prior to
1994, the Subaccount's investment performance reflected the investment
performance of the underlying Fund plus any cash held by the Subaccount.

The non-standardized figures will be calculated in a similar manner, except that
they will not reflect the deduction of any applicable deferred sales charge
(which would decrease the level of performance shown if reflected in these
calculations). The non-standardized figures may also include monthly, quarterly,
year-to-date and three-year periods, and may include returns calculated from the
Fund's inception date and/or the date contributions were first received in the
Fund under the Separate Account.

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


                                      -4-
<PAGE>

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - Standardized and Non-Standardized

The tables below reflect the average annual standardized and non-standardized
total return quotation figures for the periods ended December 31, 1997 for the
variable investment options under the Contracts issued by the Company. These
returns reflect the maximum charges under the Contract as described under
"General" above; the Company may also advertise returns based on lower charges
that may apply to particular Contracts. Table A reflects the total return
quotations for Contracts issued nationwide (other than Contracts or Certificates
issued in New York). Table B reflects the total return quotations for Marathon
Plus and Growth Plus Contracts or Certificates issued in the state of New York.

For the Subaccounts funded by the Portfolio Partners portfolios, two sets of
performance returns are shown for each Subaccount: one showing performance based
solely on the performance of the Portfolio Partners portfolio from November 28,
1997, the date the Portfolio commenced operations; and one quotation based on
(a) performance through November 26, 1997 of the fund it replaced under many
Company contracts and; (b) after November 26, 1997, based on the performance of
the Portfolio Partners portfolio.

For those Subaccounts where results are not available for the full calendar
period indicated, performance for such partial periods is shown in the column
labeled "Since Inception". For standardized performance, the "Since Inception"
column shows the average annual return since the date contributions were first
received in the Fund under the Separate Account. For nonstandardized
performance, the "Since Inception" column shows average annual total return
since the Fund's inception date.


                                      -5-
<PAGE>

   
                                     TABLE A
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       Date
                                                                                                                  Contributions
                                                                                     STANDARDIZED                  First Received
                                                                                                                     Under the
                                                                                                                  Separate Account
- -----------------------------------------------------------------------------------------------------------------------------------
                             SUBACCOUNT                                1 Year    5 Year    10 Year    Inception*
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>         <C>           <C>
Aetna Ascent VP                                                        12.02%                           17.77%        08/31/95
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                14.60%    12.42%                 11.05%        06/30/89
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(1)                                                        0.51%     4.85%     7.68%
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                     9.72%                           14.47%        08/31/95
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                                         10.54%        05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(1)                                          21.95%    15.69%     14.99%
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                          25.92%                           26.87%        10/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                         6.67%                           11.06%        08/31/95
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)(2)                                            (2.29%)    2.71%     4.45%
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                                  12.09%        05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                                                              12.23%        05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio                                      12.21%    10.86%                 11.06%        11/30/92
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                                   20.18%                           22.66%        12/30/94
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                                          15.59%                           21.36%        12/30/94
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio                                      9.81%                           12.49%        06/30/95
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                                         3.74%                           10.41%        01/31/95
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio                                12.78%                           15.21%        01/31/95
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                   16.24%                           19.87%        06/30/95
- -----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio                                    24.74%                           25.00%        06/30/95
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                 4.85%                           11.50%        10/31/94
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                         14.22%                           17.96%        01/31/95
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                   3.95%                           10.71%        10/31/94
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                           14.86%                           18.30%        07/29/94
- -----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                 14.27%                           25.63%        04/28/95
- -----------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                                13.42%                           14.43%        05/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
MFS World Governments Series                                           (8.85%)                          (2.82%)       05/31/96
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                                                                       2.03%        05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                                                       0.59%        05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                                                                        10.25%        05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                                                         (2.07%)       05/30/97
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                                      (8.19%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/Portfolio Partners MFS Emerging Equities(3)    1.43%                            9.49%        09/30/93
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                                        (8.83%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/Portfolio Partners MFS
  Research Growth(3)                                                  (10.67%)    3.73%                  5.37%        08/31/92
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                                           (5.69%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT Growth/Portfolio Partners MFS Value Equity(3)   18.43%    10.97%                 11.16%        11/30/92
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                               (5.87%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/Portfolio Partners Scudder
  International Growth(3)                                               1.20%    11.67%                  9.75%        08/31/92
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                                                (5.14%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Alger American Growth/Portfolio Partners T. Rowe Price Growth          20.32%                           22.41%        02/28/95
Equity(3)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.

*   Reflects performance from the date contributions were first received in the
    Fund under the Separate Account.

(1) These Funds have been available through the Separate Account for more than
    ten years.

(2) The current yield for the Subaccount for the 7-day period ended December 31,
    1997 (on an annualized basis) was 4.061%. The current yield reflects the
    deduction of all charges under the Contract that are deducted from the total
    return quotations shown above except the maximum 7% deferred sales charge.

(3) The Fund first listed was replaced with the applicable Portfolio Partners
    Portfolio after the close of business on November 26, 1997. The performance
    shown is based on the performance of the replaced Fund until November 26,
    1997, and the performance of the applicable Portfolio Partners Portfolio
    after that date. The replaced Fund may not have been available under all
    Contracts. The "Date Contributions First Received Under Separate Account"
    refers to the applicable date for the replaced Fund.
    


                                      -6-
<PAGE>

   
                               TABLE A (continued)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                             Fund
                                                                                        NON-STANDARDIZED                   Inception
                                                                                                                             Date
- ------------------------------------------------------------------------------------------------------------------------------------
                             SUBACCOUNT                                1 Year    3 Years   5 Years   10 Years  Inception**
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>        <C>      <C>        <C>        <C>       <C>
Aetna Ascent VP                                                        18.20%                                     20.15%    07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                20.75%     19.81%   12.82%                 10.93%    04/03/89
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(1)                                                        6.77%      8.32%    5.42%      7.68%
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                    15.91%                                     16.84%    07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                        31.13%                                     31.13%    12/13/96
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(1)                                          28.05%     27.01%   16.04%     14.99%
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                          32.00%                                     32.76%    09/16/96
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                        12.88%                                     13.35%    07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)(2)                                             3.98%      4.13%    3.34%      4.45%
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                 32.59%                                     33.01%    12/27/96
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                             37.39%                                     38.04%    12/13/96
- ------------------------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio(1)                                   18.38%     18.91%   11.30%     10.83%
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio(1)                                26.30%     23.75%   18.47%     15.08%
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio(1)                                       21.73%     22.48%   16.34%     15.54%
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio(1)                                  16.00%     15.78%   12.30%     11.22%
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio(1)                                      9.98%      9.89%   12.51%      8.08%
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio                                18.94%     15.72%   11.39%                 11.15%    09/06/89
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                   22.39%                                     26.39%    01/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio                                    30.82%     28.92%   18.22%                 18.19%    08/27/92
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                11.07%     14.10%                          17.54%    09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                         20.37%     19.26%                          14.66%    09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                  10.18%     13.14%                           8.48%    09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                           21.01%     21.95%                          16.01%    09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                 20.43%     24.37%                          21.19%    09/13/93
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                                19.58%                                     19.24%    01/03/95
- ------------------------------------------------------------------------------------------------------------------------------------
MFS World Governments Series                                           (2.53%)     4.07%                           3.43%    06/14/94
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                                     10.09%     19.46%   14.28%     14.45%
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                     20.69%     12.20%   17.13%                 10.67%    11/12/90
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                                       30.61%                                     35.28%    07/05/95
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                         7.17%     10.41%                           6.11%    05/03/93
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                                                (1.27%)   11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/Portfolio Partners MFS Emerging Equities(3)    7.68%     16.31%   10.62%                 17.31%    09/21/88
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                                                  (1.96%)   11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/Portfolio Partners MFS
Research Growth(3)                                                     (4.34%)     5.26%    4.32%      7.19%
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                                                      1.41%    11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT Growth/Portfolio Partners MFS Value Equity(3)   24.56%     20.28%   11.41%     13.03%
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                                          1.22%    11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/Portfolio Partners Scudder
  International Growth(3)                                               7.44%     10.02%   12.09%     10.21%
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                                                           2.01%    11/28/97
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Growth/Portfolio Partners T. Rowe Price Growth
Equity(3)                                                              26.43%     23.85%   18.07%                 18.02%    01/09/89
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.

**  Reflects performance from the Fund's inception date.

(1) These Funds have been in operation for more than ten years.

(2) The current yield for the Subaccount for the 7-day period ended December 31,
    1997 (on an annualized basis) was 4.061%. The current yield reflects the
    deduction of all charges under the Contract that are deducted from the total
    return quotations shown above. As in the table above, the maximum 7%
    deferred sales charge is not reflected.

(3) The Fund first listed was replaced with the applicable Portfolio Partners
    Portfolio after the close of business on November 26, 1997. The performance
    shown is based on the performance of the replaced Fund until November 26,
    1997, and the performance of the applicable Portfolio Partners Portfolio
    after that date. The replaced Fund may not have been available under all
    Contracts. The "Fund Inception Date" refers to the applicable date for the
    replaced Fund. If no date is shown, the replaced Fund has been in operation
    for more than ten years.
    

                                      -7-
<PAGE>

   
                                     TABLE B
                  Contracts or Certificates Issued in New York
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                             Date
                                                                                                         Contributions
                                                                                                             First
                                                                        STANDARDIZED                        Received
                                                                                                           Under the
                                                                                                            Separate
                                                                                                            Account
- -----------------------------------------------------------------------------------------------------------------------
                             SUBACCOUNT                 1 Year       5 Year      10 Year     Inception*
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>          <C>          <C>          <C>         <C>
Aetna Ascent VP                                         12.02%                                 17.77%       08/31/95
- -----------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                 14.60%       12.42%                    11.05%       06/30/89
- -----------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(1)                                         0.51%        4.85%        7.68%
- -----------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                      9.72%                                 14.47%       08/31/95
- -----------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                                10.54%       05/30/97
- -----------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(1)                           21.95%       15.69%       14.99%
- -----------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                           25.92%                                 26.87%       10/31/96
- -----------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                          6.67%                                 11.06%       08/31/95
- -----------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)(2)                             (2.29%)       2.71%        4.45%
- -----------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                         12.09%       05/30/97
- -----------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                                                     12.23%       05/30/97
- -----------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio                       12.21%       10.86%                    11.06%       11/30/92
- -----------------------------------------------------------------------------------------------------------------------
Federated American Leaders Fund II                      22.64%                                 23.76%       09/30/94
- -----------------------------------------------------------------------------------------------------------------------
Federated Equity Income Fund II                                                                 8.34%       02/28/97
- -----------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II         0.62%                                  4.55%       09/30/94
- -----------------------------------------------------------------------------------------------------------------------
Federated Growth Strategies Fund II                     17.72%                                 21.26%       11/30/95
- -----------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II                       5.49%                                 11.93%       09/30/94
- -----------------------------------------------------------------------------------------------------------------------
Federated International Equity Fund II                   2.01%                                  5.46%       05/31/95
- -----------------------------------------------------------------------------------------------------------------------
Federated Prime Money Fund II(2)                        (2.76%)                                 2.45%       11/30/94
- -----------------------------------------------------------------------------------------------------------------------
Federated Utility Fund II                               17.35%                                 16.30%       09/30/94
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                    20.18%                                 22.66%       12/30/94
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                           15.59%                                 21.36%       12/30/94
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio                       9.81%                                 12.49%       06/30/95
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                          3.74%                                 10.41%       01/31/95
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio                 12.78%                                 15.21%       01/31/95
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                    16.24%                                 19.87%       06/30/95
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio                     24.74%                                 25.00%       06/30/95
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                  4.85%                                 11.50%       10/31/94
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                          14.22%                                 17.96%       01/31/95
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                    3.95%                                 10.71%       10/31/94
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                            14.86%                                 18.30%       07/29/94
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                  14.27%                                 25.63%       04/28/95
- -----------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                 13.42%                                 14.43%       05/31/96
- -----------------------------------------------------------------------------------------------------------------------
MFS World Governments Series                            (8.85%)                                (2.82%)      05/31/96
- -----------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                                                              2.03%       05/30/97
- -----------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                                              0.59%       05/30/97
- -----------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                                                               10.25%       05/30/97
- -----------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                                                (2.07%)      05/30/97
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
    

                                                          -8-
<PAGE>

   
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                           Date
                                                                                                                      Contributions
                                                                                                                          First
                                                                                        STANDARDIZED                     Received
                                                                                                                        Under the
                                                                                                                         Separate
                                                                                                                         Account
- -----------------------------------------------------------------------------------------------------------------------------------
                             SUBACCOUNT                                 1 Year       5 Year   10 Year     Inception*
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>            <C>                   <C>           <C>
Portfolio Partners MFS Emerging Equities Portfolio                                                         (8.19%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/Portfolio Partners MFS Emerging Equities(3)    1.43%                               9.49%        09/30/93
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                                           (8.83%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/Portfolio Partners MFS
  Research Growth(3)                                                  (10.67%)        3.73%                 5.37%        08/31/92
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                                              (5.69%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT Growth/Portfolio Partners MFS Value Equity(3)   18.43%        10.97%                11.16%        11/30/92
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                                  (5.87%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/Portfolio Partners Scudder
  International Growth(3)                                               1.20%        11.67%                 9.75%        08/31/92
- -----------------------------------------------------------------------------------------------------------------------------------

Portfolio Partners T. Rowe Price Growth Equity Portfolio                                                   (5.14%)       11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Alger American Growth/Portfolio Partners T. Rowe Price Growth
  Equity(3)                                                            20.32%                              22.41%        02/28/95
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.

*   Reflects performance from the date contributions were first received in the
    Fund under the Separate Account.

(1) These Funds have been available through the Separate Account for more than
    ten years.

(2) The current yield for Aetna Money Market VP and Federated Prime Money Fund
    II for the 7-day period ended December 31, 1997 (on an annualized basis)
    was 4.061% and 3.68%, respectively. The current yield reflects the
    deduction of all charges under the Contract that are deducted from the total
    return quotations shown above except the maximum 7% deferred sales charge.

(3) The Fund first listed was replaced with the applicable Portfolio Partners
    Portfolio after the close of business on November 26, 1997. The performance
    shown is based on the performance of the replaced Fund until November 26,
    1997, and the performance of the applicable Portfolio Partners Portfolio
    after that date. The replaced Fund may not have been available under all
    Contracts. The "Date Contributions First Received Under Separate Account"
    refers to the applicable date for the replaced Fund.
    


                                      -9-
<PAGE>
   

TABLE B (continued)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
                                                                       NON-STANDARDIZED                       Fund
                                                                                                            Inception
                                                                                                              Date
- -----------------------------------------------------------------------------------------------------------------------
                             SUBACCOUNT               1 Year    3 Years    5 Years   10 Years  Inception**
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>        <C>       <C>        <C>         <C>        <C>
Aetna Ascent VP                                       18.20%                                      20.15%     07/05/95
- -----------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                               20.75%     19.81%    12.82%                 10.93%     04/03/89
- -----------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(1)                                       6.77%      8.32%     5.42%      7.68%
- -----------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                   15.91%                                      16.84%     07/05/95
- -----------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(1)                         28.05%     27.01%    16.04%     14.99%
- -----------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                       31.13%                                      31.13%     12/13/96
- -----------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                         32.00%                                      32.76%     09/16/96
- -----------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                       12.88%                                      13.35%     07/05/95
- -----------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)(2)                            3.98%      4.13%     3.34%      4.45%
- -----------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                32.59%                                      33.01%     12/27/96
- -----------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                            37.39%                                      38.04%     12/13/96
- -----------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio(1)                  18.38%     18.91%    11.30%     10.83%
- -----------------------------------------------------------------------------------------------------------------------
Federated American Leaders Fund II                    30.47%     27.27%                           19.85%     02/10/94
- -----------------------------------------------------------------------------------------------------------------------
Federated Equity Income Fund II                                                                   23.04%     01/02/97
- -----------------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II       7.04%      5.65%                            4.89%     03/28/94
- -----------------------------------------------------------------------------------------------------------------------
Federated Growth Strategies Fund II                   25.24%                                      22.42%     10/02/95
- -----------------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II                    12.22%     14.50%                            9.77%     03/01/94
- -----------------------------------------------------------------------------------------------------------------------
Federated International Equity Fund II                 8.53%                                       6.72%     05/07/95
- -----------------------------------------------------------------------------------------------------------------------
Federated Prime Money Fund II(2)                       3.45%      3.47%                            3.44%     11/17/94
- -----------------------------------------------------------------------------------------------------------------------
Federated Utility Fund II                             24.85%     18.91%                           12.93%     02/10/94
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio(1)               26.30%     23.75%    18.47%     15.08%
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio(1)                      21.73%     22.48%    16.34%     15.54%
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio(1)                 16.00%     15.78%    12.30%     11.22%
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio(1)                     9.98%      9.89%    12.51%      8.08%
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio               18.94%     15.72%    11.39%                 11.15%     09/06/89
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                  22.39%                                      26.39%     01/03/95
- -----------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio                   30.82%     28.92%    18.22%                 18.19%     08/27/92
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio               11.07%     14.10%                           17.54%     09/13/93
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                        20.37%     19.26%                           14.66%     09/13/93
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                 10.18%     13.14%                            8.48%     09/13/93
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                          21.01%     21.95%                           16.01%     09/13/93
- -----------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                20.43%     24.37%                           21.19%     09/13/93
- -----------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                               19.58%                                      19.24%     01/03/95
- -----------------------------------------------------------------------------------------------------------------------
MFS World Governments Series                          (2.53%)     4.07%                            3.43%     06/14/94
- -----------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                    10.09%     19.46%    14.28%     14.45%
- -----------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                    20.69%     12.20%    17.13%                 10.67%     11/12/90
- -----------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                      30.61%                                      35.28%     07/05/95
- -----------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                        7.17%     10.41%                            6.11%     05/03/93
- -----------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                                (1.27%)    11/28/97
- -----------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/Portfolio Partners
  MFS Emerging Equities(3)                             7.68%     16.31%    10.62%                 17.31%     09/21/88
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
    

                                      -10-
<PAGE>

   
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                       NON-STANDARDIZED                      Fund
                                                                                                                          Inception
                                                                                                                             Date
- -----------------------------------------------------------------------------------------------------------------------------------
                             SUBACCOUNT                                1 Year   3 Years   5 Years  10 Years  Inception**
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>        <C>      <C>       <C>       <C>         <C>
Portfolio Partners MFS Research Growth Portfolio                                                               (1.96%)     11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/Portfolio Partners MFS
  Research Growth(3)                                                   (4.34%)    5.26%    4.32%     7.19%
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                                                   1.41%      11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT Growth/Portfolio Partners MFS Value Equity(3)   24.56%    20.28%   11.41%    13.03%
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                                       1.22%      11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/Portfolio Partners Scudder
  International Growth(3)                                               7.44%    10.02%   12.09%    10.21%
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                                                        2.01%      11/28/97
- -----------------------------------------------------------------------------------------------------------------------------------
Alger American Growth/Portfolio Partners T. Rowe Price Growth
  Equity(3)                                                            26.43%    23.85%   18.07%               18.02%      01/09/89
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the discussion preceding the tables for an explanation of the
charges included and methodology used in the standardized and non-standardized
figures. These figures represent historical performance and should not be
considered a projection of future performance.

**  Reflects performance from the Fund's inception date.

(1) These Funds have been in operation for more than ten years.

(2) The current yield for Aetna Money Market VP and Federated Prime Money Fund
    II for the 7-day period ended December 31, 1997 (on an annualized basis)
    was 4.061% and 3.68%, respectively. The current yield reflects the
    deduction of all charges under the Contract that are deducted from the total
    return quotations shown above. As in the table above, the maximum 7%
    deferred sales charge is not reflected.

(3) The Fund first listed was replaced with the applicable Portfolio Partners
    Portfolio after the close of business on November 26, 1997. The performance
    shown is based on the performance of the replaced Fund until November 26,
    1997, and the performance of the applicable Portfolio Partners Portfolio
    after that date. The replaced Fund may not have been available under all
    Contracts. The "Fund Inception Date" refers to the applicable date for the
    replaced Fund. If no date is shown, the replaced Fund has been in operation
    for more than ten years.

    
                                      -11-
<PAGE>


                                ANNUITY PAYMENTS

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

The Annuity option tables found in the Contract show, for each form of Annuity,
the amount of the first Annuity payment for each $1,000 of value applied.
Thereafter, variable Annuity payments fluctuate as the Annuity Unit value(s)
fluctuates with the investment experience of the selected investment option(s).
The first payment and subsequent payments also vary depending on the assumed net
investment rate selected (3.5% or 5% per annum). Selection of a 5% rate causes a
higher first payment, but Annuity payments will increase thereafter only to the
extent that the net investment rate increases by more than 5% on an annual
basis. Annuity payments would decline if the rate failed to increase by 5%. Use
of the 3.5% assumed rate causes a lower first payment, but subsequent payments
would increase more rapidly or decline more slowly as changes occur in the net
investment rate.

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

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

EXAMPLE:

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

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

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

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


                                      -12-
<PAGE>

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

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

                         SALES MATERIAL AND ADVERTISING

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

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

We may publish in advertisements and reports, the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Services, Inc. The purpose of the ratings is to reflect our financial strength
and/or claims-paying ability. We may also quote ranking services such as
Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable
Insurance Products Performance Analysis Service (VIPPAS), which rank variable
annuity or life Subaccounts or their underlying funds by performance and/or
investment objective. We may categorize the underlying Funds in terms of the
asset classes they represent and use such categories in marketing materials for
the Contracts. 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 review of filings made with the SEC.



                                      -13-
<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-25

                                       S-1

<PAGE>

Variable Annuity Account B
Statement of Assets and Liabilities - December 31, 1997

<TABLE>
<S>                                                                                 <C>
ASSETS:
Investments, at net asset value: (Note 1)
 Aetna Variable Fund; 30,411,094 shares (cost $955,207,313) ......................  $1,022,883,150
 Aetna Income Shares; 5,674,428 shares (cost $72,136,754) ........................      72,918,472
 Aetna Variable Encore Fund; 9,348,762 shares (cost $123,509,269) ................     124,939,137
 Aetna Investment Advisers Fund, Inc.; 10,156,919 shares (cost $141,710,363) .....     162,842,121
 Aetna GET Fund, Series B; 1,326,295 shares (cost $14,665,182) ...................      20,859,924
 Aetna GET Fund, Series C; 866,713 shares (cost $8,784,556) ......................      10,929,107
 Aetna Ascent Variable Portfolio; 1,448,001 shares (cost $19,409,307) ............      20,443,736
 Aetna Crossroads Variable Portfolio; 1,552,948 shares (cost $19,616,465) ........      20,320,625
 Aetna Legacy Variable Portfolio; 1,652,443 shares (cost $19,438,586) ............      19,994,608
 Aetna Variable Portfolio, Inc.:
  Capital Appreciation Portfolio; 328,354 shares (cost $4,457,675) ...............       3,912,594
  Growth Portfolio; 326,907 shares (cost $4,163,981) .............................       3,218,910
  Index Plus Portfolio; 2,014,660 shares (cost $26,897,404) ......................      28,239,788
  Small Company Portfolio; 478,249 shares (cost $6,406,805) ......................       6,107,129
 Alger American Funds:
  Balanced Portfolio; 525,665 shares (cost $4,964,549) ...........................       5,656,151
  Income and Growth Portfolio; 1,287,394 shares (cost $11,439,405) ...............      14,148,460
  Leveraged AllCap Portfolio; 616,315 shares (cost $12,739,767) ..................      14,280,009
 American Century Investments:
  Balanced Fund; 563,499 shares (cost $4,180,851) ................................       4,643,230
  International Fund; 855,695 shares (cost $5,491,134) ...........................       5,852,955
 Calvert Social Balanced Portfolio; 490,079 shares (cost $912,050) ...............         971,337
 Fidelity Investments Variable Insurance Products Fund:
  Equity-Income Portfolio; 5,712,922 shares (cost $118,902,067) ..................     138,709,740
  Growth Portfolio; 2,167,158 shares (cost $65,817,036) ..........................      80,401,549
  High Income Portfolio; 2,598,408 shares (cost $32,563,692) .....................      35,286,379
  Overseas Portfolio; 677,325 shares (cost $12,543,713) ..........................      13,004,643
 Fidelity Investments Variable Insurance Products Fund II:
  Asset Manager Portfolio; 652,031 shares (cost $10,605,372) .....................      11,743,075
  Contrafund Portfolio; 5,407,595 shares (cost $89,625,610) ......................     107,827,442
  Index 500 Portfolio; 673,020 shares (cost $66,103,932) .........................      76,986,772
  Investment Grade Bond Portfolio; 523,741 shares (cost $6,191,022) ..............       6,578,182
 Insurance Management Series:
  American Leaders Fund II; 5,952,606 shares (cost $86,738,072) ..................     116,849,662
  Equity Income Fund II; 1,619,705 shares (cost $19,027,165) .....................      19,938,571
  Growth Strategies Fund II; 1,406,137 shares (cost $19,150,654) .................      22,709,106
  High Income Bond Fund II; 4,859,621 shares (cost $49,449,772) ..................      53,212,853
  International Equity Fund II; 1,136,596 shares (cost $13,007,527) ..............      13,946,028
  Prime Money Fund II; 7,530,487 shares (cost $7,530,487) ........................       7,530,487
  U.S. Government Securities Fund II; 1,252,067 shares (cost 12,683,585) .........      13,196,784
  Utility Fund II; 1,840,648 shares (cost $20,501,843) ...........................      26,302,858
 Janus Aspen Series:
  Aggressive Growth Portfolio; 1,867,831 shares (cost $33,789,408) ...............      38,383,925
  Balanced Portfolio; 1,782,815 shares (cost $27,682,920) ........................      31,145,778
  Flexible Income Portfolio; 894,277 shares (cost $10,167,023) ...................      10,534,588
  Growth Portfolio; 2,203,400 shares (cost $34,954,619) ..........................      40,718,827
  Worldwide Growth Portfolio; 6,953,978 shares (cost $144,443,276) ...............     162,653,541
 Lexington Emerging Markets Fund; 318,004 shares (cost $3,542,964) ...............       2,833,416
 Lexington Natural Resources Trust Fund; 464,813 shares (cost $6,752,492) ........       6,930,364
</TABLE>


                                      S-2
<PAGE>

Variable Annuity Account B
Statement of Assets and Liabilities - December 31, 1997 (continued):


<TABLE>
<S>                                                                                     <C>
MFS Funds:
 Total Return Series; 1,140,943 shares (cost $16,998,729) ............................  $   18,973,878
 Worldwide Government Series; 129,706 shares (cost $1,330,232) .......................       1,324,295
Oppenheimer Funds:
 Capital Appreciation Fund; 90,044 shares (cost $3,554,414) ..........................       3,688,200
 Global Securities Fund; 125,453 shares (cost $2,681,784) ............................       2,680,937
 Growth & Income Fund; 616,565 shares (cost $12,222,979) .............................      12,688,907
 Strategic Bond Fund; 604,043 shares (cost $3,113,874) ...............................       3,092,701
Portfolio Partners, Inc. (PPI):
 PPI MFS Emerging Equities Portfolio; 2,221,275 shares (cost $96,046,526) ............      95,292,694
 PPI MFS Research Growth Portfolio; 6,783,433 shares (cost $67,030,057) ..............      65,867,130
 PPI MFS Value Equity Portfolio; 515,803 shares (cost $15,207,018) ...................      15,427,681
 PPI Scudder International Growth Portfolio; 897,175 shares (cost $12,454,736) .......      12,650,163
 PPI T. Rowe Price Growth Equity Portfolio; 2,067,651 shares (cost $88,372,335) ......      90,170,258
                                                                                        --------------
NET ASSETS (cost $2,666,918,351) .....................................................  $2,922,442,857
                                                                                        ==============

Net assets represented by:

Reserves for annuity contracts in accumulation and payment period: (Notes 1 and 5)
</TABLE>


<TABLE>
<S>                                               <C>
Aetna Variable Fund:
   Annuity contracts in accumulation ...........  $892,006,381
   Annuity contracts in payment period .........   130,876,769
Aetna Income Shares:
   Annuity contracts in accumulation ...........    69,236,488
   Annuity contracts in payment period .........     3,681,984
Aetna Variable Encore Fund:
   Annuity contracts in accumulation ...........   124,939,137
Aetna Investment Advisers Fund, Inc.:
   Annuity contracts in accumulation ...........   150,761,384
   Annuity contracts in payment period .........    12,080,737
Aetna GET Fund, Series B:
   Annuity contracts in accumulation ...........    20,859,924
Aetna GET Fund, Series C:
   Annuity contracts in accumulation ...........    10,929,107
Aetna Ascent Variable Portfolio:
   Annuity contracts in accumulation ...........    20,443,736
Aetna Crossroads Variable Portfolio:
   Annuity contracts in accumulation ...........    20,250,904
   Annuity contracts in payment period .........        69,721
Aetna Legacy Variable Portfolio:
   Annuity contracts in accumulation ...........    18,710,015
   Annuity contracts in payment period .........     1,284,593
Aetna Variable Portfolio, Inc.:
 Capital Appreciation Portfolio:
   Annuity contracts in accumulation ...........     3,912,594
 Growth Portfolio:
   Annuity contracts in accumulation ...........     3,210,344
   Annuity contracts in payment period .........         8,566
 Index Plus Portfolio:
   Annuity contracts in accumulation ...........    28,074,705
   Annuity contracts in payment period .........       165,083
</TABLE>


                                      S-3
<PAGE>

Variable Annuity Account B
Statement of Assets and Liabilities - December 31, 1997 (continued):


<TABLE>
<S>                                                       <C>
 Small Company Portfolio:
   Annuity contracts in accumulation .................... $ 6,059,783
   Annuity contracts in payment period ..................      47,346
Alger American Funds:
 Balanced Portfolio:
   Annuity contracts in accumulation ....................   5,656,151
 Income and Growth Portfolio:
   Annuity contracts in accumulation ....................  14,148,460
 Leveraged AllCap Portfolio:
   Annuity contracts in accumulation ....................  14,280,009
American Century Investments:
 Balanced Fund:
   Annuity contracts in accumulation ....................   4,643,230
 International Fund:
   Annuity contracts in accumulation ....................   5,852,955
Calvert Social Balanced Portfolio:
   Annuity contracts in accumulation ....................     971,337
Fidelity Investments Variable Insurance Products Fund:
 Equity-Income Portfolio:
   Annuity contracts in accumulation .................... 138,709,740
 Growth Portfolio:
   Annuity contracts in accumulation ....................  80,401,549
 High Income Portfolio:
   Annuity contracts in accumulation ....................  35,217,837
   Annuity contracts in payment period ..................      68,542
 Overseas Portfolio:
   Annuity contracts in accumulation ....................  13,004,643
Fidelity Investments Variable Insurance Products Fund II:
 Asset Manager Portfolio:
   Annuity contracts in accumulation ....................  11,743,075
 Contrafund Portfolio:
   Annuity contracts in accumulation .................... 107,827,442
 Index 500 Portfolio:
   Annuity contracts in accumulation ....................  76,986,772
 Investment Grade Bond Portfolio:
   Annuity contracts in accumulation ....................   6,578,182
Insurance Management Series:
 American Leaders Fund II:
   Annuity contracts in accumulation .................... 116,800,911
   Annuity contracts in payment period ..................      48,751
 Equity Income Fund II:
   Annuity contracts in accumulation ....................  19,938,571
 Growth Strategies Fund II:
   Annuity contracts in accumulation ....................  22,709,106
 High Income Bond Fund II:
   Annuity contracts in accumulation ....................  53,212,853
 International Equity Fund II:
   Annuity contracts in accumulation ....................  13,946,028
 Prime Money Fund II:
   Annuity contracts in accumulation ....................   7,530,487
</TABLE>


                                      S-4
<PAGE>

Variable Annuity Account B
Statement of Assets and Liabilities - December 31, 1997 (continued):


<TABLE>
<S>                                               <C>
 U.S. Government Securities Fund II:
   Annuity contracts in accumulation ...........  $   13,196,784
 Utility Fund II:
   Annuity contracts in accumulation ...........      26,302,858
Janus Aspen Series:
 Aggressive Growth Portfolio:
   Annuity contracts in accumulation ...........      38,383,925
 Balanced Portfolio:
   Annuity contracts in accumulation ...........      31,145,778
 Flexible Income Portfolio:
   Annuity contracts in accumulation ...........      10,534,588
 Growth Portfolio:
   Annuity contracts in accumulation ...........      40,072,928
   Annuity contracts in payment period .........         645,899
 Worldwide Growth Portfolio:
   Annuity contracts in accumulation ...........     160,658,096
   Annuity contracts in payment period .........       1,995,445
Lexington Emerging Markets Fund:
   Annuity contracts in accumulation ...........       2,833,416
Lexington Natural Resources Trust Fund:
   Annuity contracts in accumulation ...........       6,930,364
MFS Funds:
 Total Return Series:
   Annuity contracts in accumulation ...........      18,973,878
 Worldwide Government Series:
   Annuity contracts in accumulation ...........       1,324,295
Oppenheimer Funds:
 Capital Appreciation Fund:
   Annuity contracts in accumulation ...........       3,688,200
 Global Securities Fund:
   Annuity contracts in accumulation ...........       2,680,937
 Growth & Income Fund:
   Annuity contracts in accumulation ...........      12,688,907
 Strategic Bond Fund:
   Annuity contracts in accumulation ...........       3,092,701
Portfolio Partners, Inc:
 PPI MFS Emerging Equities Portfolio:
   Annuity contracts in accumulation ...........      94,796,247
   Annuity contracts in payment period .........         496,447
 PPI MFS Research Growth Portfolio:
   Annuity contracts in accumulation ...........      65,867,130
 PPI MFS Value Equity Portfolio:
   Annuity contracts in accumulation ...........      15,049,606
   Annuity contracts in payment period .........         378,075
 PPI Scudder International Growth Portfolio:
   Annuity contracts in accumulation ...........      12,650,163
 PPI T. Rowe Price Growth Equity Portfolio:
   Annuity contracts in accumulation ...........      90,170,258
                                                  --------------
                                                  $2,922,442,857
                                                  ==============
</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,
                                                                                  1997                1996
                                                                                  -----               ----
<S>                                                                         <C>                 <C>
INVESTMENT INCOME:
Income: (Notes 1, 3 and 5)
 Dividends .............................................................    $  278,833,116      $  120,367,178
Expenses: (Notes 2 and 5)
 Valuation period deductions ...........................................       (29,243,851)        (17,483,870)
                                                                            --------------      --------------
Net investment income ..................................................       249,589,265         102,883,308
                                                                            --------------      --------------
NET REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1, 4 and 5)
 Proceeds from sales ...................................................     1,004,789,371         365,025,974
 Cost of investments sold ..............................................       933,728,508         347,598,566
                                                                            --------------      --------------
  Net realized gain ....................................................        71,060,863          17,427,408
                                                                            --------------      --------------
Net unrealized gain on investments: (Note 5)
 Beginning of Year .....................................................       122,191,053          28,746,944
 End of Year ...........................................................       255,524,506         122,191,053
                                                                            --------------      --------------
  Net change in unrealized gain ........................................       133,333,453          93,444,109
                                                                            --------------      --------------
Net realized and unrealized gain on investments ........................       204,394,316         110,871,517
                                                                            --------------      --------------
Net increase in net assets resulting from operations ...................       453,983,581         213,754,825
                                                                            --------------      --------------
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments ............................       571,517,770         538,586,667
Sales and administrative charges deducted by the Company ...............           (16,265)            (17,370)
                                                                            --------------      --------------
  Net variable annuity contract purchase payments ......................       571,501,505         538,569,297
Transfers from the Company for mortality guarantee adjustments .........           371,835             690,779
Transfers from the Company's fixed account options .....................       144,526,667          50,549,121
Redemptions by contract holders ........................................       (82,942,177)        (73,738,526)
Annuity Payments .......................................................       (16,137,431)        (12,108,943)
Other ..................................................................         2,327,153             159,467
                                                                            --------------      --------------
  Net increase in net assets from unit transactions (Note 5) ...........       619,647,552         504,121,195
                                                                            --------------      --------------
Change in net assets ...................................................     1,073,631,133         717,876,020
NET ASSETS:
Beginning of Year ......................................................     1,848,811,724       1,130,935,704
                                                                            --------------      --------------
End of Year ............................................................    $2,922,442,857      $1,848,811,724
                                                                            ==============      ==============
</TABLE>



See Notes to Financial Statements


                                      S-6
<PAGE>

Variable Annuity Account B
Notes to Financial Statements - December 31, 1997

1. Summary of Significant Accounting Policies


   Variable Annuity Account B (the "Account") is a separate account established
   by Aetna Life Insurance and Annuity Company (the "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, 1997:

<TABLE>
   <S>                                                        <C>
   Aetna Variable Fund                                        Insurance Management Series:
   Aetna Income Shares                                        [bullet] American Leaders Fund II [bullet]
   Aetna Variable Encore Fund                                 [bullet] Equity Income Fund II
   Aetna Investment Advisers Fund, Inc.                       [bullet] Growth Strategies Fund II
   Aetna GET Fund, Series B                                   [bullet] High Income Bond Fund II
   Aetna GET Fund, Series C                                   [bullet] International Equity Fund II
   Aetna Ascent Variable Portfolio                            [bullet] Prime Money Fund II
   Aetna Crossroads Variable Portfolio                        [bullet] U.S. Government Securities Fund II
   Aetna Legacy Variable Portfolio                            [bullet] Utility Fund II
   Aetna Variable Portfolio, Inc.:                            Janus Aspen Series:
   [bullet] Capital Appreciation Portfolio                    [bullet] Aggressive Growth Portfolio
   [bullet] Growth Portfolio                                  [bullet] Balanced Portfolio
   [bullet] Index Plus Portfolio                              [bullet] Flexible Income Portfolio
   [bullet] Small Company Portfolio                           [bullet] Growth Portfolio
   Alger American Funds:                                      [bullet] Worldwide Growth Portfolio
   [bullet] Balanced Portfolio                                Lexington Emerging Markets Fund
   [bullet] Income and Growth Portfolio                       Lexington Natural Resources Trust Fund
   [bullet] Leveraged AllCap Portfolio                        MFS Funds:
   American Century Investments:                              [bullet] Total Return Series
   [bullet] Balanced Fund                                     [bullet] Worldwide Government Series
   [bullet] International Fund                                Oppenheimer Funds:
   Calvert Social Balanced Portfolio                          [bullet] Capital Appreciation Fund
   Fidelity Investments Variable Insurance Products Fund:     [bullet] Global Securities Fund
   [bullet] Equity-Income Portfolio                           [bullet] Growth & Income Fund
   [bullet] Growth Portfolio                                  [bullet] Strategic Bond Fund
   [bullet] High Income Portfolio                             Portfolio Partners, Inc.:
   [bullet] Overseas Portfolio                                [bullet] PPI MFS Emerging Equities Portfolio
   Fidelity Investments Variable Insurance Products Fund II:  [bullet] PPI MFS Research Growth Portfolio
   [bullet] Asset Manager Portfolio                           [bullet] PPI MFS Value Equity Portfolio
   [bullet] Contrafund Portfolio                              [bullet] PPI Scudder International Growth Portfolio
   [bullet] Index 500 Portfolio                               [bullet] PPI T. Rowe Price Growth Equity Portfolio
   [bullet] Investment Grade Bond Portfolio
</TABLE>

   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.


                                      S-7
<PAGE>

Variable Annuity Account B
Notes to Financial Statements - December 31, 1997 (continued):

   c. Federal Income Taxes
   The operations of the Account form a part of, and are taxed with, the total
   operations of the 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, 1997 and 1996
   aggregated $1,874,026,188 and $1,004,789,371; $972,030,476 and $365,025,974,
   respectively.


                                      S-8
<PAGE>

Variable Annuity Account B
Notes to Financial Statements - December 31, 1997 (continued):

5. Supplemental Information to Statements of Operations and Changes in Net
   Assets


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                               Valuation       Proceeds        Cost of          Net
                                                                Period           from        Investments     Realized
                                              Dividends       Deductions         Sales          Sold        Gain (Loss)
- ----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>              <C>             <C>            <C>           <C>

   Aetna Variable Fund:                     $206,171,606     ($9,508,053)    $64,103,032    $51,274,099   $12,828,933
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------------------------------
   Aetna Income Shares:                        4,333,850         (737,718)     12,717,950     11,951,670       766,280
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------------------------------
   Aetna Variable Encore Fund:                 4,149,350       (1,373,114)    187,177,845    187,281,193      (103,348)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------
   Aetna Investment Advisers Fund, Inc.:      20,983,218       (1,660,805)     12,262,658      9,696,803     2,565,855
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------------------------------
   Aetna GET Fund, Series B:                   3,422,687         (286,592)      1,109,194        713,521       395,673
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------
   Aetna GET Fund, Series C:                     169,021         (119,214)        963,591        833,090       130,501
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------
   Aetna Ascent Variable Portfolio:            1,293,085         (171,542)      2,422,808      2,093,544       329,264
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------
   Aetna Crossroads Variable Portfolio:        1,366,067         (170,121)      1,119,794        921,119       198,675
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------------------------------
   Aetna Legacy Variable Portfolio:            1,122,530         (176,596)      1,280,095      1,125,823       154,272
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------------------------------
   Aetna Variable Portfolio, Inc.:
   Capital Appreciation Portfolio:               621,617          (11,486)        125,792        110,176        15,616
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------
   Growth Portfolio:                             848,691           (9,678)        592,546        560,620        31,926
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------------------------------
   Index Plus Portfolio:                       1,110,445         (154,416)      2,229,246      1,790,247       438,999
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------------------------------
   Small Company Portfolio:                      366,132          (19,387)        261,692        230,152        31,540
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ----------------------------------------------------------------------------------------------------------------------
  Alger American Funds:
   Balanced Portfolio:                           142,299          (73,798)      1,098,365      1,473,706      (375,341)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-9
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                                                  Net
            Net Unrealized
              Gain (Loss)                     Net         Increase (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>
        $59,979,314      $67,675,837      $7,696,523         $71,233,894
                                                                                 $644,728,031      $892,006,381
                                                                                   89,732,216       130,876,769
- ---------------------------------------------------------------------------------------------------------------
            379,633          781,718         402,085           (1,964,060)
                                                                                   66,534,546        69,236,488
                                                                                    3,583,489         3,681,984
- ---------------------------------------------------------------------------------------------------------------
           (540,607)       1,429,868       1,970,475           13,513,776
                                                                                  106,781,998       124,939,137
- ---------------------------------------------------------------------------------------------------------------
         15,114,435       21,131,758       6,017,323            7,591,834
                                                                                  119,402,212       150,761,384
                                                                                    7,942,484        12,080,737
- ---------------------------------------------------------------------------------------------------------------
          4,487,610        6,194,743       1,707,133             (712,316)
                                                                                   16,333,339        20,859,924
- ---------------------------------------------------------------------------------------------------------------
            144,834        2,144,550       1,999,716             (532,193)
                                                                                    9,281,276        10,929,107
- ---------------------------------------------------------------------------------------------------------------
            276,453        1,034,430         757,977           12,596,284
                                                                                    5,638,668        20,443,736
- ---------------------------------------------------------------------------------------------------------------
            151,493          704,161         552,668           13,077,636
                                                                                    5,295,700        20,250,904
                                                                                            0            69,721
- ---------------------------------------------------------------------------------------------------------------
             46,576          556,022         509,446           12,197,969
                                                                                    6,186,987        18,710,015
                                                                                            0         1,284,593
- ---------------------------------------------------------------------------------------------------------------
                  0         (545,082)       (545,082)           3,831,929
                                                                                            0         3,912,594
- ---------------------------------------------------------------------------------------------------------------
                  0         (945,071)       (945,071)           3,293,042
                                                                                            0         3,210,344
                                                                                            0             8,566
- ---------------------------------------------------------------------------------------------------------------
             (4,046)       1,342,384       1,346,430           23,512,958
                                                                                    1,985,372        28,074,705
                                                                                            0           165,083
- ---------------------------------------------------------------------------------------------------------------
                  0         (299,676)       (299,676)           6,028,520
                                                                                            0         6,059,783
                                                                                            0            47,346
- ---------------------------------------------------------------------------------------------------------------
           (461,380)         691,602       1,152,982            1,032,718
                                                                                    3,777,291         5,656,151
- ---------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-10
<PAGE>

Variable Annuity Account B
Notes to Financial Statements - December 31, 1997 (continued):
5.   Supplemental Information to Statements of Operations and Changes in Net
     Assets (continued):


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                                                Valuation
                                                                                  Period
                                                                 Dividends      Deductions
- -------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>

   Alger American Funds (continued):
   Growth Portfolio: (1)                                          $506,477       ($685,927)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Income and Growth Portfolio:                                    401,543        (156,768)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Leveraged AllCap Portfolio:                                           0        (196,601)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   MidCap Growth Portfolio: (1)                                    350,028        (308,858)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Small Capitalization Portfolio: (2)                           2,260,717        (722,118)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   American Century Investments:
   Balanced Fund:                                                  199,265         (58,943)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Capital Appreciation Fund: (3)                                  725,963        (365,809)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   International Fund:                                             176,899         (85,324)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Calvert Social Balanced Portfolio:                               67,562          (7,128)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Fidelity Investments Variable Insurance Products Fund:
   Equity-Income Portfolio:                                      7,870,976      (1,400,361)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Growth Portfolio:                                             2,159,319        (938,752)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   High Income Portfolio:                                        1,270,071        (337,944)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- -------------------------------------------------------------------------------------------
   Overseas Portfolio:                                             863,493        (164,196)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Fidelity Investments Variable Insurance Products Fund II:
   Asset Manager Portfolio:                                        761,827        (120,783)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Contrafund Portfolio:                                         1,931,363      (1,125,088)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Index 500 Portfolio:                                          1,159,193        (771,581)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------
   Investment Grade Bond Portfolio:                                277,920         (79,205)
  Annuity contracts in accumulation
- -------------------------------------------------------------------------------------------



<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                                  Proceeds        Cost of          Net
                                                                    from        Investments     Realized
                                                                    Sales          Sold        Gain (Loss)
- -----------------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>            <C>

   Alger American Funds (continued):
   Growth Portfolio: (1)                                         $78,591,434    $64,519,617    $14,071,817
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Income and Growth Portfolio:                                    2,602,037      3,401,714       (799,677)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Leveraged AllCap Portfolio:                                     7,570,244      6,461,486      1,108,758
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   MidCap Growth Portfolio: (1)                                   49,795,194     45,404,313      4,390,881
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Small Capitalization Portfolio: (2)                           118,175,863    114,437,088      3,738,775
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   American Century Investments:
   Balanced Fund:                                                    704,536        619,119         85,417
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Capital Appreciation Fund: (3)                                 47,909,593     51,060,683     (3,151,090)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   International Fund:                                             4,226,767      3,417,937        808,830
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Calvert Social Balanced Portfolio:                                212,241        199,799         12,442
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Fidelity Investments Variable Insurance Products Fund:
   Equity-Income Portfolio:                                       17,887,517     15,251,625      2,635,892
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Growth Portfolio:                                              10,659,015      9,711,716        947,299
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   High Income Portfolio:                                          4,857,948      4,277,783        580,165
  Annuity contracts in accumulation
  Annuity contracts in payment period
- -----------------------------------------------------------------------------------------------------------
   Overseas Portfolio:                                             5,725,552      5,116,905        608,647
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Fidelity Investments Variable Insurance Products Fund II:
   Asset Manager Portfolio:                                        1,009,159        904,890        104,269
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Contrafund Portfolio:                                          13,933,668     10,543,199      3,390,469
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Index 500 Portfolio:                                           17,678,295     13,392,232      4,286,063
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
   Investment Grade Bond Portfolio:                                1,100,211      1,085,995         14,216
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-11
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
          Net Unrealized                                      Net
          Gain (Loss)                    Net          Increase (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>

   $2,349,936               $0       ($2,349,936)        ($55,087,434)
                                                                             $43,545,003                $0
- ----------------------------------------------------------------------------------------------------------
     (828,912)       2,709,055         3,537,967            4,693,808
                                                                               6,471,587        14,148,460
- ----------------------------------------------------------------------------------------------------------
      220,810        1,540,243         1,319,433              628,691
                                                                              11,419,728        14,280,009
- ----------------------------------------------------------------------------------------------------------
      682,424                0          (682,424)         (23,592,354)
                                                                              19,842,727                 0
- ----------------------------------------------------------------------------------------------------------
     (495,260)               0           495,260          (64,524,063)
                                                                              58,751,429                 0
- ----------------------------------------------------------------------------------------------------------
      145,325          462,379           317,054            1,109,081
                                                                               2,991,356         4,643,230
- ----------------------------------------------------------------------------------------------------------
   (1,588,390)               0         1,588,390          (43,166,616)
                                                                              44,369,162                 0
- ----------------------------------------------------------------------------------------------------------
      375,835          361,821           (14,014)             259,970
                                                                               4,706,594         5,852,955
- ----------------------------------------------------------------------------------------------------------
         (881)          59,286            60,167              241,657
                                                                                 596,637           971,337
- ----------------------------------------------------------------------------------------------------------
    5,773,475       19,807,673        14,034,198           43,088,538
                                                                              72,480,497       138,709,740
- ----------------------------------------------------------------------------------------------------------
    3,258,300       14,584,513        11,326,213            8,978,986
                                                                              57,928,484        80,401,549
- ----------------------------------------------------------------------------------------------------------
      814,429        2,722,687         1,908,258           17,156,365
                                                                              14,709,464        35,217,837
                                                                                       0            68,542
- ----------------------------------------------------------------------------------------------------------
      743,689          460,930          (282,759)           2,276,187
                                                                               9,703,271        13,004,643
- ----------------------------------------------------------------------------------------------------------
      484,182        1,137,702           653,520            4,412,778
                                                                               5,931,464        11,743,075
- ----------------------------------------------------------------------------------------------------------
    6,210,754       18,201,832        11,991,078           35,101,002
                                                                              56,538,618       107,827,442
- ----------------------------------------------------------------------------------------------------------
    2,241,040       10,882,841         8,641,801           36,290,926
                                                                              27,380,370        76,986,772
- ----------------------------------------------------------------------------------------------------------
      175,829          387,160           211,331            1,392,243
                                                                               4,761,677         6,578,182
- ----------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-12
<PAGE>

Variable Annuity Account B
Notes to Financial Statements - December 31, 1997 (continued):
5.   Supplemental Information to Statements of Operations and Changes in Net
     Assets (continued):


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                                   Valuation         Proceeds        Cost of           Net
                                                                    Period             from        Investments      Realized
                                                 Dividends        Deductions          Sales            Sold        Gain (Loss)
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>               <C>               <C>             <C>             <C>

   Insurance Management Series:
   American Leaders Fund II:                    $2,033,587        ($1,272,645)      $2,239,581      $1,354,167       $885,414
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ------------------------------------------------------------------------------------------------------------------------------
   Equity Income Fund II:                           52,763           (108,244)         188,614         167,057         21,557
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
   Growth Strategies Fund II:                       63,162           (214,573)         650,403         461,919        188,484
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
   High Income Bond Fund II:                     2,232,254           (576,880)       5,856,816       5,388,542        468,274
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
   International Equity Fund II:                     8,680           (138,835)         787,960         678,156        109,804
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
   Prime Money Fund II:                            365,689           (107,783)       7,931,948       7,931,971            (23)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
   U.S. Government Securities Fund II:             366,225           (147,271)       3,825,499       3,747,648         77,851
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
   Utility Fund II:                                838,523           (291,277)       1,512,321       1,157,193        355,128
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
   Janus Aspen Series:
   Aggressive Growth Portfolio:                          0           (419,040)      19,586,639      19,136,007        450,632
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
   Balanced Portfolio:                             786,909           (294,871)       2,053,281       1,687,149        366,132
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
   Flexible Income Portfolio:                      528,359            (93,943)       1,111,581       1,079,357         32,224
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
   Growth Portfolio:                               967,832           (429,682)       2,254,366       1,752,378        501,988
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ------------------------------------------------------------------------------------------------------------------------------
   Short-Term Bond Portfolio: (4)                   62,602            (36,643)      13,023,397      12,927,175         96,222
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
   Worldwide Growth Portfolio:                   2,077,847         (1,645,928)      21,615,276      15,329,845      6,285,431
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ------------------------------------------------------------------------------------------------------------------------------
   Lexington Emerging Markets Fund:                  2,717            (53,043)       4,235,697       4,177,632         58,065
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
   Lexington Natural Resources Trust Fund:         209,099            (85,086)       3,246,699       2,653,024        593,675
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-13
<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------

        Net Unrealized                                      Net
          Gain (Loss)                  Net          Increase (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>

 $8,810,467      $30,111,589       $21,301,122          $32,775,129
                                                                           $61,127,055      $116,800,911
                                                                                     0            48,751
- --------------------------------------------------------------------------------------------------------
          0          911,406           911,406           19,061,089
                                                                                     0        19,938,571
- --------------------------------------------------------------------------------------------------------
    733,393        3,558,451         2,825,058           12,664,797
                                                                             7,182,178        22,709,106
- --------------------------------------------------------------------------------------------------------
  1,022,582        3,763,082         2,740,500           21,197,568
                                                                            27,151,137        53,212,853
- --------------------------------------------------------------------------------------------------------
    307,602          938,501           630,899            7,399,890
                                                                             5,935,590        13,946,028
- --------------------------------------------------------------------------------------------------------
          0                0                 0             (471,714)
                                                                             7,744,318         7,530,487
- --------------------------------------------------------------------------------------------------------
     73,398          513,199           439,801            4,803,969
                                                                             7,656,209        13,196,784
- --------------------------------------------------------------------------------------------------------
  1,730,892        5,801,015         4,070,123            4,555,867
                                                                            16,774,494        26,302,858
- --------------------------------------------------------------------------------------------------------
    534,823        4,594,517         4,059,694            2,750,579
                                                                            31,542,060        38,383,925
- --------------------------------------------------------------------------------------------------------
    373,883        3,462,858         3,088,975           15,424,389
                                                                            11,774,244        31,145,778
- --------------------------------------------------------------------------------------------------------
     73,395          367,565           294,170            4,626,561
                                                                             5,147,217        10,534,588
- --------------------------------------------------------------------------------------------------------
  1,093,423        5,764,208         4,670,785           14,123,750
                                                                            20,884,154        40,072,928
                                                                                     0           645,899
- --------------------------------------------------------------------------------------------------------
    (27,376)               0            27,376           (2,070,168)
                                                                             1,920,611                 0
- --------------------------------------------------------------------------------------------------------
  5,151,123       18,210,266        13,059,143           76,404,357
                                                                            66,472,691       160,658,096
                                                                                     0         1,995,445
- --------------------------------------------------------------------------------------------------------
    (66,591)        (709,548)         (642,957)             952,674
                                                                             2,515,960         2,833,416
- --------------------------------------------------------------------------------------------------------
    538,139          177,872          (360,267)           1,821,159
                                                                             4,751,784         6,930,364
- --------------------------------------------------------------------------------------------------------

</TABLE>


                                      S-14
<PAGE>

Variable Annuity Account B
Notes to Financial Statements - December 31, 1997 (continued):

5.  Supplemental Information to Statements of Operations and Changes in Net
    Assets (continued):

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                                 Valuation      Proceeds       Cost of          Net
                                                                  Period          from       Investments     Realized
                                                   Dividends    Deductions        Sales          Sold       Gain (Loss)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>          <C>            <C>            <C>

   MFS Funds:
   Emerging Growth Series: (2)                           $0      ($232,144)   $37,594,997    $34,076,137    $3,518,860
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   Research Series: (3)                                   0       (273,185)    37,686,630     34,109,865     3,576,765
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   Total Return Series:                                   0       (154,993)       689,861        564,440       125,421
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   Value Series: (5)                                      0        (19,996)     4,332,717      3,942,044       390,673
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   Worldwide Government Series:                      15,502        (12,983)       124,845        123,607         1,238
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   Neuberger & Berman Advisers Management Trust:
   Growth Portfolio: (5)                            741,183        (92,357)    17,383,777     16,347,694     1,036,083
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   Oppenheimer Funds:
   Capital Appreciation Fund:                             0        (13,374)     8,964,190      9,092,515      (128,325)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   Global Securities Fund:                                0        (12,451)       850,938        802,777        48,161
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   Growth & Income Fund:                             37,178        (35,759)       188,084        164,087        23,997
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   Strategic Bond Fund:                              84,234        (10,842)       122,739        121,006         1,733
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   Portfolio Partners, Inc.:
   PPI MFS Emerging Equities Portfolio:                   0       (120,211)    43,880,815     44,111,392      (230,577)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- -----------------------------------------------------------------------------------------------------------------------
   PPI MFS Research Growth Portfolio:                     0        (82,490)    37,923,531     37,983,794       (60,263)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   PPI MFS Value Equity Portfolio:                        0        (16,913)     4,632,658      4,633,034          (376)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- -----------------------------------------------------------------------------------------------------------------------
   PPI Scudder International Growth Portfolio:            0        (12,760)       259,410        255,379         4,031
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   PPI T. Rowe Price Growth Portfolio:                    0       (115,952)    33,484,569     33,491,822        (7,253)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
   Scudder Variable Life Investment Fund:
   International Portfolio: (6)                     275,557       (123,791)    16,445,650     14,417,831     2,027,819
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-15
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
         Net Unrealized                                     Net
          Gain (Loss)                   Net          Increase (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>

   ($85,796)               $0           $85,796         ($12,370,520)
                                                                             $8,998,008              $0
- -------------------------------------------------------------------------------------------------------
    204,764                 0          (204,764)          (9,875,328)
                                                                              6,776,512               0
- -------------------------------------------------------------------------------------------------------
     72,010         1,975,149         1,903,139           12,883,941
                                                                              4,216,370      18,973,878
- -------------------------------------------------------------------------------------------------------
        935                 0              (935)            (578,583)
                                                                                208,841               0
- -------------------------------------------------------------------------------------------------------
      9,304            (5,937)          (15,241)             927,866
                                                                                407,913       1,324,295
- -------------------------------------------------------------------------------------------------------
     (6,666)                0             6,666           (9,934,149)
                                                                              8,242,574               0
- -------------------------------------------------------------------------------------------------------
          0           133,786           133,786            3,696,113
                                                                                      0       3,688,200
- -------------------------------------------------------------------------------------------------------
          0              (846)             (846)           2,646,073
                                                                                      0       2,680,937
- -------------------------------------------------------------------------------------------------------
          0           465,927           465,927           12,197,564
                                                                                      0      12,688,907
- -------------------------------------------------------------------------------------------------------
          0           (21,173)          (21,173)           3,038,749
                                                                                      0       3,092,701
- -------------------------------------------------------------------------------------------------------
          0          (753,832)         (753,832)          96,397,314
                                                                                      0      94,796,247
                                                                                      0         496,447
- -------------------------------------------------------------------------------------------------------
          0        (1,162,926)       (1,162,926)          67,172,809
                                                                                      0      65,867,130
- -------------------------------------------------------------------------------------------------------
          0           220,662           220,662           15,224,308
                                                                                      0      15,049,606
                                                                                      0         378,075
- -------------------------------------------------------------------------------------------------------
          0           195,427           195,427           12,463,465
                                                                                      0      12,650,163
- -------------------------------------------------------------------------------------------------------
          0         1,797,922         1,797,922           88,495,541
                                                                                      0      90,170,258
- -------------------------------------------------------------------------------------------------------
  1,510,449                 0        (1,510,449)         (12,719,263)
                                                                             12,050,127               0
 -------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-16
<PAGE>

Variable Annuity Account B
Notes to Financial Statements - December 31, 1997 (continued):

5. Supplemental Information to Statements of Operations and Changes in Net
   Assets (continued):

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Year Ended December 31, 1997
                                                          Valuation          Proceeds         Cost of           Net
                                                            Period             from         Investments      Realized
                                         Dividends        Deductions          Sales             Sold        Gain (Loss)
- -----------------------------------------------------------------------------------------------------------------------
<S>                                    <C>              <C>             <C>               <C>             <C>

   Total Variable Annuity Account B    $278,833,116     ($29,243,851)   $1,004,789,371    $933,728,508    $71,060,863
=======================================================================================================================
</TABLE>

(1) - Effective November 28, 1997, this funds assets were transferred to the PPI
      T. Rowe Price Growth Equity Portfolio.
(2) - Effective November 28, 1997, this funds assets were transferred to the PPI
      MFS Emerging Equities Portfolio.
(3) - Effective November 28, 1997, this funds assets were transferred to PPI MFS
      Research Growth Fund.
(4) - Effective November 28, 1997, this funds assets were transferred to the
      Aetna Variable Encore Fund.
(5) - Effective November 28, 1997, this funds assets were transferred to the PPI
      MFS Value Equity Portfolio.
(6) - Effective November 28, 1997, this funds assets were transferred to the PPI
      Scudder International Growth Portfolio.


                                      S-17
<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------

             Net Unrealized                                           Net
               Gain (Loss)                       Net          Increase (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>

$122,191,053               $255,524,506      $133,333,453      $619,647,552           $1,848,811,724     $2,922,442,857
=======================================================================================================================
</TABLE>


                                      S-18
<PAGE>

Variable Annuity Account B
Notes to Financial Statements - December 31, 1997 (continued):

5.  Supplemental Information to Statements of Operations and Changes in Net
    Assets (continued):

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                                         Valuation
                                                                          Period
                                                         Dividends      Deductions
- ------------------------------------------------------------------------------------
<S>                                                    <C>              <C>

   Aetna Variable Fund:                                $77,000,986      ($7,148,689)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ------------------------------------------------------------------------------------
   Aetna Income Shares:                                  4,527,825         (813,024)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ------------------------------------------------------------------------------------
   Aetna Variable Encore Fund:                           5,358,925       (1,043,955)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   Aetna Investment Advisers Fund, Inc.:                11,247,847       (1,372,478)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- ------------------------------------------------------------------------------------
   Aetna GET Fund, Series B:                             1,055,590         (226,340)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   Aetna GET Fund, Series C:                                46,499          (14,753)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   Aetna Ascent Variable Portfolio:                        235,037          (27,609)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   Aetna Crossroads Variable Portfolio:                    257,055          (29,943)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   Aetna Legacy Variable Portfolio:                        363,749          (38,623)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   Aetna Variable Index Plus Portfolio:                     10,290           (2,403)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   Alger American Funds:
   Balanced Portfolio:                                     775,351          (33,904)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   Growth Portfolio:                                       758,872         (394,360)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   Income and Growth Portfolio:                          2,009,995          (55,929)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   Leveraged AllCap Portfolio:                              61,186         (116,503)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   MidCap Portfolio:                                       190,158         (166,087)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   Small Capitalization Portfolio:                         184,900         (588,663)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------
   Calvert Responsibly Invested Balanced Portfolio:         44,676           (3,984)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------



<CAPTION>
- --------------------------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                         Proceeds       Cost of           Net
                                                           from       Investments      Realized
                                                           Sales          Sold        Gain (Loss)
- --------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>             <C>

   Aetna Variable Fund:                                $96,146,932    $97,318,697     ($1,171,765)
  Annuity contracts in accumulation
  Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------
   Aetna Income Shares:                                 19,585,006     18,826,116         758,890
  Annuity contracts in accumulation
  Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------
   Aetna Variable Encore Fund:                          78,888,315     76,637,102       2,251,213
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Aetna Investment Advisers Fund, Inc.:                16,403,009     13,386,571       3,016,438
  Annuity contracts in accumulation
  Annuity contracts in payment period
- --------------------------------------------------------------------------------------------------
   Aetna GET Fund, Series B:                               915,330        681,610         233,720
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Aetna GET Fund, Series C:                               361,353        354,510           6,843
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Aetna Ascent Variable Portfolio:                        317,740        277,917          39,823
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Aetna Crossroads Variable Portfolio:                    362,140        312,870          49,270
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Aetna Legacy Variable Portfolio:                        406,948        384,407          22,541
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Aetna Variable Index Plus Portfolio:                    139,030        133,438           5,592
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Alger American Funds:
   Balanced Portfolio:                                     244,368        332,405         (88,037)
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Growth Portfolio:                                     6,990,444      6,528,212         462,232
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Income and Growth Portfolio:                            390,051        732,537        (342,486)
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Leveraged AllCap Portfolio:                           4,991,495      4,605,949         385,546
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   MidCap Portfolio:                                     3,198,308      3,039,709         158,599
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Small Capitalization Portfolio:                      31,506,275     29,929,826       1,576,449
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
   Calvert Responsibly Invested Balanced Portfolio:        141,022        137,780           3,242
  Annuity contracts in accumulation
- --------------------------------------------------------------------------------------------------
</TABLE>


                                      S-19
<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
          Net Unrealized                                      Net
           Gain (Loss)                    Net          Increase (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>

   ($8,051,873)     $59,979,314       $68,031,187           $4,966,306
                                                                                $530,231,821       $644,728,031
                                                                                 62,550,401          89,732,216
- ---------------------------------------------------------------------------------------------------------------
     3,224,044          379,633        (2,844,411)          (9,600,618)
                                                                                 74,693,652          66,534,546
                                                                                  3,395,721           3,583,489
- ---------------------------------------------------------------------------------------------------------------
     2,487,618         (540,607)       (3,028,225)          22,111,260
                                                                                 81,132,780         106,781,998
- ---------------------------------------------------------------------------------------------------------------
    12,419,220       15,114,435         2,695,215              602,270
                                                                                104,415,595         119,402,212
                                                                                  6,739,809           7,942,484
- ---------------------------------------------------------------------------------------------------------------
     2,566,580        4,487,610         1,921,030             (650,835)
                                                                                 14,000,174          16,333,339
- ---------------------------------------------------------------------------------------------------------------
             0          144,834           144,834            9,097,853
                                                                                          0           9,281,276
- ---------------------------------------------------------------------------------------------------------------
         5,570          276,453           270,883            4,773,151
                                                                                    347,383           5,638,668
- ---------------------------------------------------------------------------------------------------------------
         8,209          151,493           143,284            4,409,627
                                                                                    466,407           5,295,700
- ---------------------------------------------------------------------------------------------------------------
         1,609           46,576            44,967            5,470,774
                                                                                    323,579           6,186,987
- ---------------------------------------------------------------------------------------------------------------
             0           (4,046)           (4,046)           1,975,940
                                                                                         (1)          1,985,372
- ---------------------------------------------------------------------------------------------------------------
         1,644         (461,380)         (463,024)           2,897,855
                                                                                    689,050           3,777,291
- ---------------------------------------------------------------------------------------------------------------
       (63,817)       2,349,936         2,413,753           29,514,421
                                                                                 10,790,085          43,545,003
- ---------------------------------------------------------------------------------------------------------------
        (6,769)        (828,912)         (822,143)           4,660,630
                                                                                  1,021,520           6,471,587
- ---------------------------------------------------------------------------------------------------------------
        32,561          220,810           188,249            8,946,454
                                                                                  1,954,796          11,419,728
- ---------------------------------------------------------------------------------------------------------------
         7,193          682,424           675,231           15,727,261
                                                                                  3,257,565          19,842,727
- ---------------------------------------------------------------------------------------------------------------
        46,283         (495,260)         (541,543)          32,655,969
                                                                                 25,464,317          58,751,429
- ---------------------------------------------------------------------------------------------------------------
       (13,512)            (881)           12,631              193,226
                                                                                    346,846             596,637
- ---------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-20
<PAGE>

Variable Annuity Account B
Notes to Financial Statements - December 31, 1997 (continued):

5. Supplemental Information to Statements of Operations and Changes in Net
   Assets (continued):

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                                               Valuation
                                                                                Period
                                                                Dividends     Deductions
- -----------------------------------------------------------------------------------------
<S>                                                              <C>           <C>

   Fidelity Investments Variable Insurance Products Fund:
   Equity-Income Portfolio:                                       $940,850     ($608,164)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Growth Portfolio:                                             1,412,110      (540,670)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   High Income Portfolio:                                          178,909      (112,363)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Overseas Portfolio:                                              75,181       (91,010)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Fidelity Investments Variable Insurance Products Fund II:
   Asset Manager Portfolio:                                        119,231       (54,259)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Contrafund Portfolio:                                           146,164      (428,708)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Index 500 Portfolio:                                            143,406      (203,362)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Investment Grade Bond Portfolio:                                 45,797       (42,799)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Insurance Management Series:
   American Leaders Fund II:                                       857,970      (631,122)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Growth Strategies Fund II:                                          405       (44,481)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   High Income Bond Fund II:                                     1,647,290      (260,987)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   International Equity Fund II:                                    10,567       (51,003)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Prime Money Fund II:                                            289,134       (87,958)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   U.S. Government Securities Fund II:                             367,608       (86,361)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Utility Fund II:                                                547,259      (186,219)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Janus Aspen Series:
   Aggressive Growth Portfolio:                                    243,931      (266,292)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------
   Balanced Portfolio:                                             181,099       (68,277)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------



<CAPTION>
- ------------------------------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                                 Proceeds      Cost of         Net
                                                                   from      Investments     Realized
                                                                  Sales          Sold      Gain (Loss)
- ------------------------------------------------------------------------------------------------------
<S>                                                             <C>           <C>            <C>

   Fidelity Investments Variable Insurance Products Fund:
   Equity-Income Portfolio:                                     $4,030,269    $3,343,817      $686,452
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   Growth Portfolio:                                             2,600,136     2,280,711       319,425
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   High Income Portfolio:                                        1,318,057     1,318,142           (85)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   Overseas Portfolio:                                             880,668       813,434        67,234
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   Fidelity Investments Variable Insurance Products Fund II:
   Asset Manager Portfolio:                                        540,553       465,407        75,146
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   Contrafund Portfolio:                                         5,044,449     4,308,117       736,332
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   Index 500 Portfolio:                                          6,086,685     5,356,843       729,842
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   Investment Grade Bond Portfolio:                                882,619       925,636       (43,017)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   Insurance Management Series:
   American Leaders Fund II:                                     6,368,961     4,596,688     1,772,273
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   Growth Strategies Fund II:                                      119,084       103,727        15,357
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   High Income Bond Fund II:                                     5,863,283     5,644,702       218,581
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   International Equity Fund II:                                   250,169       236,027        14,142
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   Prime Money Fund II:                                         12,400,851    12,398,826         2,025
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   U.S. Government Securities Fund II:                           5,011,311     5,085,345       (74,034)
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   Utility Fund II:                                              1,034,753       867,262       167,491
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   Janus Aspen Series:
   Aggressive Growth Portfolio:                                  6,134,481     4,875,603     1,258,878
  Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
   Balanced Portfolio:                                           2,812,822     2,536,688       276,134
   Annuity contracts in accumulation
- ------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-21
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
         Net Unrealized                                  Net
         Gain (Loss)                 Net         Increase (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>

   $966,600      $5,773,475      $4,806,875          $51,230,275
                                                                        $15,424,209      $72,480,497
- ----------------------------------------------------------------------------------------------------
    (34,190)      3,258,300       3,292,490           38,219,867
                                                                         15,225,262       57,928,484
- ----------------------------------------------------------------------------------------------------
     15,029         814,429         799,400           12,636,277
                                                                          1,207,326       14,709,464
- ----------------------------------------------------------------------------------------------------
     51,434         743,689         692,255            6,948,020
                                                                          2,011,591        9,703,271
- ----------------------------------------------------------------------------------------------------
     98,360         484,182         385,822            4,043,035
                                                                          1,362,489        5,931,464
- ----------------------------------------------------------------------------------------------------
    122,841       6,210,754       6,087,913           38,043,675
                                                                         11,953,242       56,538,618
- ----------------------------------------------------------------------------------------------------
     70,864       2,241,040       2,170,176           22,367,490
                                                                          2,172,818       27,380,370
- ----------------------------------------------------------------------------------------------------
     11,466         175,829         164,363            3,931,632
                                                                            705,701        4,761,677
- ----------------------------------------------------------------------------------------------------
  2,916,888       8,810,467       5,893,579           26,548,788
                                                                         26,685,567       61,127,055
- ----------------------------------------------------------------------------------------------------
      3,614         733,393         729,779            6,301,239
                                                                            179,879        7,182,178
- ----------------------------------------------------------------------------------------------------
    229,008       1,022,582         793,574           12,876,189
                                                                         11,876,490       27,151,137
- ----------------------------------------------------------------------------------------------------
     43,172         307,602         264,430            4,073,916
                                                                          1,623,538        5,935,590
- ----------------------------------------------------------------------------------------------------
     (1,182)              0           1,182            1,765,443
                                                                          5,774,492        7,744,318
- ----------------------------------------------------------------------------------------------------
     75,600          73,398          (2,202)           2,942,870
                                                                          4,508,328        7,656,209
- ----------------------------------------------------------------------------------------------------
    799,746       1,730,892         931,146            6,514,735
                                                                          8,800,082       16,774,494
- ----------------------------------------------------------------------------------------------------
  1,164,909         534,823        (630,086)          19,085,222
                                                                         11,850,407       31,542,060
- ----------------------------------------------------------------------------------------------------
     26,040         373,883         347,843           10,311,561
                                                                            725,884       11,774,244
- ----------------------------------------------------------------------------------------------------
</TABLE>


                                      S-22
<PAGE>

Variable Annuity Account B
Notes to Financial Statements - December 31, 1997 (continued):

5.  Supplemental Information to Statements of Operations and Changes in Net
    Assets (continued):

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                                      Valuation
                                                                        Period
                                                     Dividends        Deductions
<S>                                                <C>               <C>

   Flexible Income Portfolio:                      $    304,512          ($43,754)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   Growth Portfolio:                                    324,844          (141,840)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   Short-Term Bond Portfolio:                            79,326           (23,159)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   Worldwide Growth Portfolio:                          642,050          (384,732)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   Lexington Emerging Markets Fund:                           0           (27,131)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   Lexington Natural Resources Trust Fund:               15,653           (38,378)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   MFS Funds:
   Emerging Growth Series:                               73,635           (33,243)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   Research Series:                                      94,710           (22,219)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   Total Return Series:                                  87,973           (13,218)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   Value Series:                                          4,089              (372)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   World Government Series:                                   0            (1,705)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   Neuberger & Berman Advisers Management Trust:
   Growth Portfolio:                                    770,877           (98,063)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   Scudder Variable Life Investment Fund:
   International Portfolio:                             276,128          (136,107)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   TCI Portfolios, Inc.:
   Balanced Fund:                                        67,198           (24,832)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   Growth Fund:                                       6,228,055          (611,968)
  Annuity contracts in accumulation
- ----------------------------------------------------------------------------------
   International Fund:                                   62,276           (41,867)
  Annuity contracts in accumulation
   Total Variable Annuity Account B                $120,367,178      ($17,483,870)
==================================================================================


<CAPTION>
- -----------------------------------------------------------------------------------------------
Year Ended December 31, 1996
                                                      Proceeds        Cost of           Net
                                                        from        Investments       Realized
                                                       Sales            Sold        Gain (Loss)
- -----------------------------------------------------------------------------------------------
<S>                                                <C>             <C>              <C>

   Flexible Income Portfolio:                        $1,127,628      $1,090,808         $36,820
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   Growth Portfolio:                                  1,249,735       1,041,911         207,824
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   Short-Term Bond Portfolio:                         2,910,009       2,872,811          37,198
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   Worldwide Growth Portfolio:                        4,899,145       3,899,490         999,655
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   Lexington Emerging Markets Fund:                   1,463,410       1,431,864          31,546
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   Lexington Natural Resources Trust Fund:            2,192,808       1,809,743         383,065
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   MFS Funds:
   Emerging Growth Series:                              190,630         186,959           3,671
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   Research Series:                                     253,406         258,774          (5,368)
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   Total Return Series:                                 140,628         132,113           8,515
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   Value Series:                                            496             486              10
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   World Government Series:                              19,663          19,513             150
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   Neuberger & Berman Advisers Management Trust:
   Growth Portfolio:                                  3,864,131       3,857,033           7,098
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   Scudder Variable Life Investment Fund:
   International Portfolio:                           4,557,311       4,016,790         540,521
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   TCI Portfolios, Inc.:
   Balanced Fund:                                       247,893         231,495          16,398
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   Growth Fund:                                      19,145,021      17,607,144       1,537,877
  Annuity contracts in accumulation
- -----------------------------------------------------------------------------------------------
   International Fund:                                  397,143         365,001          32,142
  Annuity contracts in accumulation
   Total Variable Annuity Account B                $365,025,974    $347,598,566     $17,427,408
===============================================================================================
</TABLE>


                                      S-23
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
          Net Unrealized                                      Net
           Gain (Loss)                    Net          Increase (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>

     $29,809           $73,395           $43,586           $3,237,811
                                                                                  $1,568,242          $5,147,217
 ----------------------------------------------------------------------------------------------------------------
      84,852         1,093,423         1,008,571           16,916,813
                                                                                   2,567,942          20,884,154
 ----------------------------------------------------------------------------------------------------------------
       1,330           (27,376)          (28,706)           1,106,654
                                                                                     749,298           1,920,611
 ----------------------------------------------------------------------------------------------------------------
     253,639         5,151,123         4,897,484           54,723,321
                                                                                   5,594,913          66,472,691
 ----------------------------------------------------------------------------------------------------------------
      (4,024)          (66,591)          (62,567)           2,232,953
                                                                                     341,159           2,515,960
 ----------------------------------------------------------------------------------------------------------------
     188,717           538,139           349,422            2,162,813
                                                                                   1,879,209           4,751,784
 ----------------------------------------------------------------------------------------------------------------
           0           (85,796)          (85,796)           9,039,741
                                                                                           0           8,998,008
 ----------------------------------------------------------------------------------------------------------------
           0           204,764           204,764            6,504,625
                                                                                           0           6,776,512
 ----------------------------------------------------------------------------------------------------------------
           0            72,010            72,010            4,061,090
                                                                                           0           4,216,370
 ----------------------------------------------------------------------------------------------------------------
           0               935               935              204,179
                                                                                           0             208,841
 ----------------------------------------------------------------------------------------------------------------
           0             9,304             9,304              400,164
                                                                                           0             407,913
 ----------------------------------------------------------------------------------------------------------------
      77,158            (6,666)          (83,824)            (710,088)
                                                                                   8,356,574           8,242,574
 ----------------------------------------------------------------------------------------------------------------
     652,411         1,510,449           858,038              (54,117)
                                                                                  10,565,664          12,050,127
 ----------------------------------------------------------------------------------------------------------------
      16,540           145,325           128,785            2,313,929
                                                                                     489,878           2,991,356
 ----------------------------------------------------------------------------------------------------------------
   8,206,103        (1,588,390)       (9,794,493)          (7,301,710)
                                                                                  54,311,401          44,369,162
 ----------------------------------------------------------------------------------------------------------------
      15,650           375,835           360,185            3,691,239
                                                                                     602,619           4,706,594
 ----------------------------------------------------------------------------------------------------------------
 $28,746,944      $122,191,053       $93,444,109         $504,121,195         $1,130,935,704      $1,848,811,724
 ===========      ============       ===========         ============         ==============      ==============
</TABLE>


                                      S-24
<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, 1997, 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, 1997. 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 and condensed financial information. Our procedures
included confirmation of securities owned as of December 31, 1997, 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, 1997, the results of its operations and 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, 1997 in conformity with
generally accepted accounting principles.




                                     /s/ KPMG Peat Marwick LLP


Hartford, Connecticut
February 27, 1998



                                      S-25

<PAGE>


            AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY

                   Index to Consolidated Financial Statements
                   ------------------------------------------

                                                                      Page

Independent Auditors' Report                                            F-2

Consolidated Financial Statements:

       Consolidated Statements of Income for the Years Ended
         December 31, 1997, 1996 and 1995                               F-3

       Consolidated Balance Sheets as of December 31, 1997
         and 1996                                                       F-4

       Consolidated Statements of Changes in Shareholder's Equity
         for the Years Ended December 31, 1997, 1996 and 1995           F-5

       Consolidated Statements of Cash Flows for the Years
         Ended December 31, 1997, 1996 and 1995                         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 Subsidiary as of December 31, 1997 and 1996,
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, 1997. 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 statements 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 Subsidiary at December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1997, in conformity with generally accepted
accounting principles.



                                                      /s/ KPMG Peat Marwick LLP



Hartford, Connecticut
February 3, 1998


                                       F-2


<PAGE>



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

                        Consolidated Statements of Income
                                   (millions)

                                                Years Ended December 31,
                                            --------------------------------
                                              1997         1996       1995
                                            -------       -------    -------
Revenue:
  Premiums                                   $267.1        $133.6     $212.7
  Charges assessed against policyholders      475.0         396.5      318.9
  Net investment income                     1,080.5       1,045.6    1,004.3
  Net realized capital gains                   36.0          19.7       41.3
  Other income                                 39.7          45.4       42.0
                                            -------       -------    -------
        Total revenue                       1,898.3       1,640.8    1,619.2
                                            -------       -------    -------

Benefits and expenses:
  Current and future benefits               1,127.8         968.6      997.2
  Operating expenses                          347.4         342.2      310.8
  Amortization of deferred policy
     acquisition costs                        128.4          69.8       48.0
  Severance and facilities charges               --          61.3         --
                                            -------       -------    -------
       Total benefits and expenses          1,603.6       1,441.9    1,356.0
                                            -------       -------    -------

Income before income taxes                    294.7         198.9      263.2

   Income taxes                                89.4          57.8       87.3
                                            -------       -------    -------

Net income                                   $205.3        $141.1     $175.9
                                            =======       =======    =======

See Notes to Consolidated Financial Statements.


                                       F-3
<PAGE>

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

                           Consolidated Balance Sheets
                          (millions, except share data)

<TABLE>
<CAPTION>
                                                                               December 31,  December 31,
Assets                                                                           1997           1996
- ------                                                                           ----           ----
<S>                                                                            <C>           <C>
Investments:
  Debt securities available for sale, at fair value
    (amortized cost:  $12,912.2 and $12,539.1)                                 $13,463.8     $12,905.5
  Equity securities, available for sale:
    Nonredeemable preferred stock (cost:  $131.7 and $107.6)                       147.6         119.0
    Investment in affiliated mutual funds (cost:  $78.1 and $77.3)                  83.0          81.1
    Common stock (cost:  $0.2 and $0.0)                                               .6            .3
  Short-term investments                                                            95.6          34.8
  Mortgage loans                                                                    12.8          13.0
  Policy loans                                                                     469.6         399.3
                                                                               ---------      --------
       Total investments                                                        14,273.0      13,553.0

Cash and cash equivalents                                                          565.4         459.1
Accrued investment income                                                          163.0         159.0
Premiums due and other receivables                                                  63.7          26.6
Deferred policy acquisition costs                                                1,654.6       1,515.3
Reinsurance loan to affiliate                                                      397.2         628.3
Other assets                                                                        46.8          33.7
Separate accounts assets                                                        22,982.7      15,318.3
                                                                               ---------      --------

       Total assets                                                            $40,146.4     $31,693.3
                                                                               =========      ========

Liabilities and Shareholder's Equity

Liabilities:
  Future policy benefits                                                        $3,763.7      $3,617.0
  Unpaid claims and claim expenses                                                  38.0          28.9
  Policyholders' funds left with the Company                                    11,143.5      10,663.7
                                                                               ---------      --------
       Total insurance reserve liabilities                                      14,945.2      14,309.6
  Other liabilities                                                                312.8         354.7
  Income taxes:
    Current                                                                         12.4          20.7
    Deferred                                                                        72.0          80.5
  Separate accounts liabilities                                                 22,970.0      15,318.3
                                                                               ---------      --------
       Total liabilities                                                        38,312.4      30,083.8
                                                                               ---------      --------

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         418.0
  Accumulated other comprehensive income                                            92.9          60.5
  Retained earnings                                                              1,320.3       1,128.2
                                                                               ---------      --------
       Total shareholder's equity                                                1,834.0       1,609.5
                                                                               ---------      --------

         Total liabilities and shareholder's equity                            $40,146.4     $31,693.3
                                                                               =========      ========
</TABLE>

See Notes to Consolidated Financial Statements.


                                       F-4
<PAGE>

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

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

<TABLE>
<CAPTION>
                                                              Years  Ended December 31,
                                                           ---------------------------------
                                                             1997        1996          1995
                                                           --------     --------    --------
<S>                                                        <C>          <C>         <C>
Shareholder's equity, beginning of year                    $1,609.5     $1,583.0    $1,088.5

Comprehensive income
   Net income                                                 205.3        141.1       175.9
   Other comprehensive income, net of tax
      Unrealized gains (losses) on securities ($50.1
      million,  $(110.8) million and $494.6 million,           32.4        (72.0)      321.5
      pretax, respectively)
                                                           --------     --------    --------
Total comprehensive income                                    237.7         69.1       497.4
                                                           --------     --------    --------

Capital contributions                                            --         10.4         0.0

Other changes                                                   4.1        (49.5)        0.0

Common stock dividends                                        (17.3)        (3.5)       (2.9)
                                                           --------     --------    --------

Shareholder's equity, end of year                          $1,834.0     $1,609.5    $1,583.0
                                                           ========     ========    ========
</TABLE>
See Notes to Consolidated Financial Statements.



                                       F-5
<PAGE>

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

                      Consolidated Statements of Cash Flows
                                   (millions)

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31,
                                                                             ------------------------------
                                                                              1997        1996        1995
                                                                             ------      ------      ------
<S>                                                                          <C>         <C>         <C>
Cash Flows from Operating Activities:
         Net income                                                          $205.3      $141.1      $175.9
         Adjustments to reconcile net income to net cash provided by
         (used for) operating activities:
         (Increase) decrease  in accrued investment income                     (4.0)       16.5       (33.3)
         (Increase) decrease in premiums due and other receivables            (33.3)        1.6        25.4
         Increase in policy loans                                             (70.3)      (60.7)      (89.9)
         Increase in deferred policy acquisition costs                       (139.3)     (174.0)     (177.0)
         Decrease in reinsurance loan to affiliate                            231.1        27.2        34.8
         Net increase in universal life account balances                      286.4       243.2       393.4
         (Decrease) increase in other insurance reserve liabilities          (249.6)     (211.5)       79.0
         Net (decrease) increase in other liabilities and other assets        (41.7)        3.1        13.0
         Decrease in income taxes                                             (31.4)      (26.7)       (4.5)
         Net accretion of discount on investments                             (66.4)      (68.0)      (66.4)
         Net realized capital gains                                           (36.0)      (19.7)      (41.3)
         Other, net                                                              --         1.1          --
                                                                           --------    --------    --------
               Net cash provided by (used for) operating activities            50.8      (126.8)      309.1
                                                                           --------    --------    --------

Cash Flows from Investing Activities:
         Proceeds from sales of:
            Debt securities available for sale                              5,311.3     5,182.2     4,207.2
            Equity securities                                                 103.1       190.5       180.8
            Mortgage loans                                                      0.2         8.7        10.7
            Limited partnership                                                  --          --        26.6
         Investment maturities and collections of:
            Debt securities available for sale                              1,212.7       885.2       583.9
            Short-term investments                                             89.3        35.0       106.1
         Cost of investment purchases in:
            Debt securities available for sale                             (6,732.8)   (6,534.3)   (6,034.0)
            Equity securities                                                (113.3)     (118.1)     (170.9)
            Short-term investments                                           (149.9)      (54.7)      (24.7)
            Mortgage loans                                                       --          --       (21.3)
         Other, net                                                              --       (17.6)         --
                                                                           --------    --------    --------
               Net cash used for investing activities                        (279.4)     (423.1)   (1,135.6)
                                                                           --------    --------    --------

Cash Flows from Financing Activities:
         Deposits and interest credited for investment contracts            1,621.2     1,579.5     1,884.5
         Withdrawals of investment contracts                               (1,256.3)   (1,146.2)   (1,109.6)
         Capital contribution to Separate Account                             (25.0)         --          --
         Return of capital from Separate Account                               12.3          --          --
         Capital contribution from HOLDCO                                        --        10.4          --
         Dividends paid to shareholder                                        (17.3)       (3.5)       (2.9)
                                                                           --------    --------    --------
               Net cash provided by financing activities                      334.9       440.2       772.0
                                                                           --------    --------    --------

Net increase (decrease) in cash and cash equivalents                          106.3      (109.7)      (54.5)
Cash and cash equivalents, beginning of year                                  459.1       568.8       623.3
                                                                           --------    --------    --------

Cash and cash equivalents, end of year                                       $565.4      $459.1      $568.8
                                                                           ========    ========    ========

Supplemental cash flow information:
    Income taxes paid, net                                                   $119.6       $85.5       $92.8
                                                                           ========    ========    ========
</TABLE>

See Notes to Consolidated Financial Statements.



                                       F-6
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (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 subsidiary
     (collectively, the "Company") are providers 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 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 subsidiary, Aetna Insurance Company of
     America. 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 1996 and 1995 financial information to conform to the 1997
     presentation.

     New Accounting Standard
     -----------------------

     As of December 31, 1997 the Company adopted Financial Accounting Standard
     ("FAS") No. 130, Reporting Comprehensive Income. This statement establishes
     standards for the reporting and presentation of comprehensive income and
     its components in a full set of financial statements. Comprehensive income
     encompasses all changes in shareholder's equity (except those arising from
     transactions with shareholders) and includes net income and net unrealized
     capital gains or losses on available-for-sale securities. As this new
     standard only requires additional information in a financial statement, it
     does not affect the Company's financial position or results of operations.

     Future Application of Accounting Standards
     ------------------------------------------

     Accounting for Transfers and Servicing of Financial Assets and
     Extinguishments of Liabilities

     FAS No. 125, Accounting for Transfers and Servicing of Financial Assets and
     Extinguishments of Liabilities, was issued in June 1996 and provides
     accounting and reporting standards for transfers of financial assets and
     extinguishments of liabilities.




                                       F-7
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     Future Application of Accounting Standards (Continued)

     FAS No. 125 is effective for 1997 financial statements; however, certain
     provisions relating to accounting for repurchase agreements and securities
     lending are not effective until January 1, 1998. Provisions effective in
     1997 did not have a material effect on the Company's financial position or
     results of operations. The Company does not expect adoption of this
     statement for provisions effective in 1998 to have a material effect on its
     financial position or results of operations.

     Accounting by Insurance and Other Enterprises for Insurance-Related
     Assessments

     In December 1997, the American Institute of Certified Public Accountants
     issued Statement of Position 97-3, Accounting by Insurance and Other
     Enterprises for Insurance-Related Assessments, which provides guidance for
     determining when an insurance or other enterprise should recognize a
     liability for guaranty-fund and other insurance related assessments and
     guidance for measuring the liability. This statement is effective for 1999
     financial statements with early adoption permitted. The Company does not
     expect adoption of this statement to have a material effect on its
     financial position or results of operations.

     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

     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 investments, 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.




                                       F-8
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     Investments (Continued)

     The company engages in securities lending whereby certain securities from
     its portfolio are loaned to other institutions for short periods of time.
     Initial collateral, primarily cash, is required at a rate of 102% of the
     market value of a loaned domestic security and 105% of the market value of
     a loaned foreign security. The collateral is deposited by the borrower with
     a lending agent, and retained and invested by the lending agent according
     to the Company's guidelines to generate additional income. The market value
     of the loaned securities is monitored on a daily basis with additional
     collateral obtained or refunded as the market value of the loaned
     securities fluctuates. At December 31, 1997 and 1996, the Company loaned
     securities (which are reflected as invested assets) with a market value of
     approximately $385.1 million and $444.7 million, respectively.

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

     The investment in affiliated mutual funds represents an investment in Aetna
     managed mutual funds which have 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.

     The Company utilizes futures contracts, swap agreements and warrants for
     other than trading purposes in order to manage investment returns and price
     risk and to align maturities, interest rates, and funds availability with
     its obligations. (Refer to Note 3.)

     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.

     Interest rate 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




                                       F-9
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

1.   Summary of Significant Accounting Policies (Continued)

     Investments (Continued)

     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.

     Warrants represent the right to purchase specific securities and are
     accounted for as hedges. Upon exercise, the cost of the warrants are added
     to the basis of the securities purchased.

     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% for all
     years presented. 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.

     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 3.50% to 9.50% for all years presented) 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.




                                      F-10
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

1.    Summary of Significant Accounting Policies (Continued)

     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 with life contingencies begin under
     contracts that were initially investment contracts, the accumulated balance
     in the account is treated as a single premium for the purchase of an
     annuity and 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 mutual 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 $658.6 million for 1997 (fair value $668.7 million)
     and $515.6 million for 1996 (fair value $523.0 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 both 1997 and in
     1996.

     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 SUBSIDIARY
                       (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, 1997 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                           $1,219.7            $74.0             $0.1           $1,293.6

       States, municipalities and political
          subdivisions                                            0.3               --               --                0.3

       U.S. corporate securities:
            Financial                                         2,370.7             84.6              1.3            2,454.0
            Food & fiber                                        195.4              9.3               --              204.7
            Healthcare & consumer products                      728.5             27.0              2.6              752.9
            Media & broadcast                                   252.9             14.7              0.1              267.5
            Natural resources                                   143.5              5.5                -              149.0
            Transportation & capital goods                      528.2             33.2              0.1              561.3
            Utilities                                           521.3             23.5              0.9              543.9
            Other corporate securities                           96.9              3.2                -              100.1
                                                           ----------         --------         --------        -----------
          Total U.S. corporate securities                     4,837.4            201.0              5.0            5,033.4

       Foreign Securities:
            Government                                          612.5             36.7             23.6              625.6
            Utilities                                           177.5             28.7               --              206.2
            Other                                               857.9             27.7             42.8              842.8
                                                           ----------         --------         --------        -----------
          Total foreign securities                            1,647.9             93.1             66.4            1,674.6

       Residential mortgage-backed securities:
            Pass-throughs                                       784.4             71.3              2.0              853.7
            Collateralized mortgage obligations               2,280.5            137.4              2.0            2,415.9
                                                           ----------         --------         --------        -----------
       Total residential mortgage-
          backed securities                                   3,064.9            208.7              4.0            3,269.6

       Commercial/Multifamily mortgage-
          backed securities                                   1,127.8             34.0              0.4            1,161.4

       Other asset-backed securities                          1,014.2             17.1              0.4            1,030.9
                                                           ----------         --------         --------        -----------

       Total Debt Securities                                $12,912.2           $627.9            $76.3          $13,463.8
                                                           ==========         ========         ========        ===========
</TABLE>




                                      F-12
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (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, 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 corporate securities                          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-13
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     At December 31, 1997 and 1996, net unrealized appreciation of $551.6
     million and $366.4 million, respectively, on available-for-sale debt
     securities included $429.3 million and $288.5 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 carrying and fair value of debt securities for the year ended December
     31, 1997 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                        $367.3                $367.6
        After one year through five years      2,165.1               2,195.4
        After five years through ten years     2,367.3               2,407.0
        After ten years                        2,805.6               3,031.9
        Mortgage-backed securities             4,192.7               4,431.0
        Other asset-backed securities          1,014.2               1,030.9
                                             ---------             ---------

               Total                         $12,912.2             $13,463.8
                                             =========             =========

     At December 31, 1997 and 1996, debt securities carried at $8.2 million and
     $7.6 million, respectively, were on deposit as required by regulatory
     authorities.

     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, 1997.




                                      F-14
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

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

<TABLE>
<CAPTION>
                                                              1997                        1996
                                                     ---------------------       ------------------------
                                                       Fair      Amortized         Fair         Amortized
                                                      Value         Cost           Value           Cost
                                                     --------     --------       --------        --------
                                                                          (millions)
           <S>                                       <C>          <C>            <C>             <C>
           Total residential CMOs(1)                 $2,415.9     $2,280.5       $2,309.0        $2,227.8
                                                     ========     ========       ========        ========

           Percentage of total:
               Supporting experience rated products      81.6%                       84.2%
               Supporting remaining products             18.4%                       15.8%
                                                        -----                       -----
                                                        100.0%                      100.0%
                                                        =====                       =====
</TABLE>

          (1)  At December 31, 1997 and 1996, approximately 73% and 71%,
               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, 1997
     and 1996, approximately 4% and 3%, respectively, of the Company's CMO
     holdings were invested in types of CMOs which are subject to more
     prepayment and extension risk than traditional CMOs (such as interest- or
     principal-only strips).




                                      F-15
<PAGE>


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


             Notes to Consolidated Financial Statements (Continued)

2.   Investments (Continued)

     Investments in equity securities available for sale were as follows:

                                             Gross        Gross
                              Amortized    Unrealized   Unrealized    Fair
                                 Cost        Gains        Losses      Value
                              ---------    ----------   ----------    -----
                                                 (millions)
           1997
           Equity Securities    $210.0        $21.3        $0.1      $231.2
                                ======        =====        ====      ======

           1996
           Equity Securities    $184.9        $16.3        $0.8      $200.4
                                ======        =====        ====      ======

3.   Financial Instruments

     Estimated Fair Value
     --------------------
     The carrying values and estimated fair values of certain of the Company's
     financial instruments at December 31, 1997 and 1996 were as follows:

                                            1997                    1996
                                     --------------------     -----------------
                                      Carrying      Fair      Carrying     Fair
                                        Value      Value       Value      Value
                                     ---------     ------     --------    -----
                                                      (millions)
        Assets:
            Mortgage loans           $    12.8   $   12.4   $   13.0  $   13.2
        Liabilities:
            Investment contract
             liabilities:
              With a fixed maturity  $ 1,030.3   $1,005.4   $1,014.1  $1,028.8
              Without a fixed
               maturity               10,113.2    9,587.5    9,649.6   9,427.6

     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 SUBSIDIARY
                       (A wholly owned subsidiary of Aetna
                           Retirement Holdings, Inc.)


             Notes to Consolidated Financial Statements (Continued)

3.   Financial Instruments (Continued)

     Estimated Fair Value  (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
     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 1997 and 1996,
     Treasury futures contracts were used to manage interest rate risk in the
     Company's bond portfolio; and, in 1996, 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
     securities at a specified future date and at a specified price or yield.
     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, 1997 and 1996.

     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




                                      F-17
<PAGE>

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


             Notes to Consolidated Financial Statements (Continued)

3.   Financial Instruments (Continued)

     Off-Balance-Sheet and Other Financial Instruments (Including Derivative
     Instruments) (Continued)

     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, 1997 and 1996.

     During 1995, the Company received $0.4 million for writing call options on
     underlying securities. The Company did not write any call options in 1997
     and 1996.

     Warrants:

     Warrants are instruments giving the Company the right, but not the
     obligation to buy a security at a given price during a specified period. As
     of December 31, 1997 and 1996, the Company had open warrants to purchase
     equity securities with a fair value of $0.6 million and $0.3 million,
     respectively.

     Debt Instruments with Derivative Characteristics:

     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, 1997 was as follows:

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

           Residential collateralized mortgage
                obligations                               $2,280.5      $2,415.9
                Principal-only strips (included above)        59.0          67.0
                Interest-only strips (included above)         12.8          24.3
           Other structured securities with derivative
                characteristics (1)                          107.4         105.2

          (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 SUBSIDIARY
                       (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:

                                             1997        1996        1995
                                             ----        ----        ----
                                                      (millions)
            Debt securities                  $962.8      $945.3       $891.5
            Nonredeemable preferred stock      13.7         5.9          4.2
            Investment in affiliated
               mutual funds                     4.9        14.3         14.9
            Mortgage loans                      1.3         2.2          1.4
            Policy loans                       19.9        18.4         13.7
            Reinsurance loan to affiliate      37.5        44.1         46.5
            Cash equivalents                   44.2        29.4         38.9
            Other                              10.0         2.1          8.4
                                           --------    --------     --------
            Gross investment income         1,094.3     1,061.7      1,019.5
            Less investment expenses          (13.8)      (16.1)       (15.2)
                                           --------    --------     --------
            Net investment income          $1,080.5    $1,045.6     $1,004.3
                                           ========    ========     ========

     Net investment income includes amounts allocable to experience rated
     contractholders of $823.1 million, $787.6 million and $744.2 million for
     the years ended December 31, 1997, 1996 and 1995, respectively. Interest
     credited to contractholders is included in current and future benefits.

5.   Dividend Restrictions and Shareholder's Equity

     The Company paid $17.3 million and $3.5 million in cash dividends to HOLDCO
     in 1997 and 1996, respectively.

     The amount of dividends that may be paid to the shareholder in 1998 without
     prior approval by the Insurance Commissioner of the State of Connecticut is
     $77.6 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
     $80.5 million, $57.8 million and $70.0 million for the years ended December
     31, 1997, 1996 and 1995, respectively. Statutory capital and surplus was
     $778.7 million and $713.6 million as of December 31, 1997 and 1996,
     respectively.

     As of December 31, 1997 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 SUBSIDIARY
                       (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:

                                                1997      1996        1995
                                                ----      ----        ----
                                                       (millions)

           Debt securities                      $22.5     $11.1      $32.8
           Equity securities                      9.9       8.6        8.3
           Other                                  3.6        --        0.2
                                               ------  --------     ------
           Pretax realized capital gains        $36.0     $19.7      $41.3
                                               ======  ========     ======
           After tax realized capital gains     $23.2     $13.0      $25.8
                                               ======  ========     ======

     Net realized capital gains of $96.1 million, $53.1 million and $61.1
     million for 1997, 1996 and 1995, respectively, allocable to experience
     rated contracts, were deducted from net realized capital gains and an
     offsetting amount was reflected in policyholders' funds left with the
     Company. Net unamortized gains were $138.1 million and $53.3 million at
     December 31, 1997 and 1996, respectively.

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

                                 1997         1996           1995
                                 -----        -----          ----
                                            (millions)

           Proceeds on Sales    $5,311.3      $5,182.2      $4,207.2
           Gross Gains              25.8          24.3          44.6
           Gross Losses              3.3          13.2          11.8



                                      F-20
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (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 accumulated other
     comprehensive income (unrealized capital gains and losses on securities)
     (excluding those related to experience rated contractholders) were as
     follows:

                                                1997       1996       1995
                                                ----       ----       ----
                                                       (millions)

          Debt securities                      $44.3    $(100.1)      $255.9
          Equity securities                      5.6      (10.5)        27.3
          Limited partnership                     --         --          1.8
                                               -----    -------       ------
                                                49.9     (110.6)       285.0
          Increase (decrease) in deferred
            income taxes (See Note 8)           17.5      (38.6)       (36.5)
                                               -----    -------       ------
          Net changes in accumulated other
          comprehensive income                 $32.4     $(72.0)      $321.5
                                               =====    =======       ======

     Net unrealized capital gains allocable to experience rated contracts of
     $356.7 million and $72.6 million at December 31, 1997 and $245.2 million
     and $43.3 million at December 31, 1996 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 accumulated other comprehensive
     income, which are net of amounts allocable to experience rated
     contractholders, at December 31:

                                                 1997     1996       1995
                                                 ----     ----       ----
                                                      (millions)
          Debt securities
            Gross unrealized capital gains      $140.6    $101.7    $179.3
            Gross unrealized capital losses      (18.4)    (23.8)     (1.3)
                                                 -----     -----     -----
                                                 122.2      77.9     178.0
          Equity securities
            Gross unrealized capital gains        21.2      16.3      27.2
            Gross unrealized capital losses       (0.1)     (0.8)     (1.2)
                                                  ----      ----     -----
                                                  21.1      15.5      26.0

          Deferred income taxes (See Note 8)      50.4      32.9      71.5
                                                  ----      ----     -----
          Net accumulated other
            comprehensive income                 $92.9     $60.5    $132.5
                                                  ====      ====     =====



                                      F-21
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (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 accumulated other comprehensive income related to changes in
     unrealized gains (losses) on securities (excluding those related to
     experience rated contractholders) were as follows:

                                                   1997       1996       1995
                                                   ----       ----       ----
                                                           (millions)
          Unrealized holding gains (losses)
          arising during the period (1)            $98.8    $(14.8)    $390.5
          Less:  reclassification adjustment
             for gains and other items included
             in net  income (2)                     66.4      57.2       69.0
                                                   -----    ------     ------
           Net unrealized gains (losses)
             on securities                         $32.4    $(72.0)    $321.5
                                                   =====    ======     ======

          (1)  Pretax unrealized holding gains (losses) arising during the
               period were $152.0 million, ($22.8) million and $600.8 million
               for 1997, 1996 and 1995, respectively.

          (2)  Pretax reclassification adjustments for gains and other items
               included in net income were $102.4 million, $87.7 million and
               $107.5 million for 1997, 1996 and 1995, respectively.

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.



                                      F-22
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

7.   Severance and Facilities Charges (Continued)

     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,
     which were sold in April 1996. The cost allocated to the Company associated
     with this charge was $9.1 million after tax ($14.0 million pretax).

     Activity for 1997 and 1996 within the severance and facilities reserve
     (pretax, in millions) and the number of positions eliminated related to
     such actions were as follows:

       (Millions)                            Reserve      Positions
       -----------------------------------   ----------   ---------

       Balance at December 31, 1995           $   --           --
         Severance and facilities charges       47.3          702
         Corporate Allocation                   14.0           --
         Actions taken (1)                     (13.4)        (178)
                                             ----------   ---------
       Balance at December 31, 1996             47.9          524
         Actions taken (1)                     (27.1)        (163)
                                             ----------   ---------
       Balance at December 31, 1997            $20.8          361
                                             ==========   =========

      (1) Includes $15.9 million and $8.0 million in 1997 and 1996,
          respectively, of severance-related actions and $7.9 million and $4.1
          million in 1997 and 1996, respectively, of corporate
          allocation-related actions.

     The Company's severance actions are expected to be substantially completed
     by September 30, 1998. The corporate allocation actions were substantially
     completed in 1997.




                                      F-23
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (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, the
     Illinois Unitary return and the Connecticut and the New York combined 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 federal income tax return.

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

                                                     1997     1996      1995
                                                     ----     ----      ----
                                                           (millions)
            Current taxes:
              Income Taxes:
                Federal income tax                   $64.5     $50.9     $82.9
                State income tax                       3.7       3.7       3.2
                Net realized capital gains            45.6      25.3      28.5
                                                     -----      ----      ----
                                                     113.8      79.9     114.6
                                                     -----      ----     -----
            Deferred taxes (benefits):
              Income taxes:
                Federal                                8.4      (3.5)    (14.4)
                Net realized capital gains (losses)  (32.8)    (18.6)    (12.9)
                                                     -----     -----     -----
                                                     (24.4)    (22.1)    (27.3)
                                                     -----     -----     -----
            Total                                    $89.4     $57.8     $87.3
                                                     =====     =====     =====

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

                                              1997         1996        1995
                                              ----         ----        ----
                                                        (millions)

            Income before income taxes        $294.7       $198.9       $263.2
            Tax rate                              35%          35%          35%
                                             -------      -------      -------
            Application of the tax rate        103.1         69.6         92.1
                                             -------      -------      -------
            Tax effect of:
              State income tax, net of
                 federal benefit                 2.4          2.4          2.1
              Excludable dividends             (15.9)        (8.7)        (9.3)
              Other, net                        (0.2)        (5.5)         2.4
                                             -------      -------      --------
                 Income taxes                  $89.4        $57.8        $87.3
                                             =======      =======      ========




                                      F-24
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (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:

                                                     1997          1996
                                                     ----          ----
                                                         (millions)

           Deferred tax assets:
              Insurance reserves                     $415.8        $344.6
              Unrealized gains allocable to
                experience rated contracts            150.1         100.8
              Investment losses                         6.6           7.5
              Postretirement benefits other
                than pensions                          26.3          27.0
              Deferred compensation                    31.2          25.0
              Pension                                  (3.6)          7.6
              Restructuring charge                      9.5          17.6
              Depreciation                              3.9           2.6
              Other                                     8.8           9.1
                                                  ---------      --------
           Total gross assets                         648.6         541.8

           Deferred tax liabilities:
              Deferred policy acquisition costs       515.6         482.1
              Market discount                           5.1           6.8
              Net unrealized capital gains            200.5         133.7
              Other                                    (0.6)         (0.3)
                                                  ---------     ---------
           Total gross liabilities                    720.6         622.3
                                                  ---------     ---------
           Net deferred tax liability                 $72.0         $80.5
                                                  =========     =========

     Net unrealized capital gains and losses are presented in shareholder's
     equity net of deferred taxes. As of December 31, 1997 and 1996, 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, 1997. 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-25
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (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 amounts that are tax-deductible. As of
     December 31, 1997, 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 $2.7 million, $4.3
     million and $6.1 million for the years ended December 31, 1997, 1996 and
     1995, respectively.

     Employee Postretirement Benefits - In addition to providing pension
     benefits, Aetna currently provides certain health care and life insurance
     benefits 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. There is a cap on the
     portion of the cost paid by the Company relating to medical and dental
     benefits. 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 1997, 1996 and 1995 were $2.7
     million, $1.8 million and $1.4 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. In 1997,
     other changes in shareholder's equity includes an additional $0.8 million
     reduction reflecting revisions to the allocation of these accrued
     liabilities.

     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-26
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (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 1997, 1996 and 1995 were $0.6 million,
     $0.7 million and $0.8 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 $4.4 million, $5.4 million and $4.9
     million in 1997, 1996 and 1995, 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 1997, 1996
     and 1995, were $2.9 million, $8.1 million and $6.3 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. In 1997, other changes in
     shareholder's equity include an additional increase of $2.3 million
     reflecting revisions to the allocation of the deferred tax benefit.

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 0.10% to
     1.90% of their average daily net assets. The Company also receives fees
     from Aetna managed mutual funds for serving as investment adviser. Under
     the advisory agreements, these funds pay the Company a daily fee which, on
     an annual basis, ranges, depending on the fund, from 0.25% to 0.85% of
     their average daily net assets. The Company also receives fees (expressed
     as a percentage of the average daily net assets) from some of its funds 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 mutual funds,
     included in charges assessed against policyholders, amounted to $271.2
     million, $186.8 million and $128.1 million in 1997, 1996 and 1995,
     respectively. The Company may waive advisory fees at its discretion.




                                      F-27
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (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 for affiliated mutual funds and adviser for 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 0.06% to 0.55% of the average daily net assets
     under management. For the years ended December 31, 1997 and 1996, the
     Company paid $45.5 million and $16.0 million in such fees.

     The Company may, from time to time, make reimbursements to an Aetna managed
     mutual 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 $6.1 million and a $108.0
     million commission, paid by the Company to Aetna Life in 1996 and 1988,
     respectively, was capitalized as deferred policy acquisition costs. 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. Effective January 1, 1997, this agreement has been amended to
     transition (based on underlying investment rollover in Aetna Life) from a
     modified coinsurance to a coinsurance arrangement. As a result of this
     change, reserves will be ceded to the Company from Aetna Life as investment
     rollover occurs and the loan previously established will be reduced. The
     Company maintained insurance reserves of $574.5 million ($397.2 million
     relating to the modified coinsurance agreement and $177.3 million relating
     to the coinsurance agreement) and $628.3 million as of December 31, 1997
     and 1996, respectively, relating to the business assumed. The fair value of
     the loan relating to assets held by Aetna Life was $412.3 million and
     $625.3 million as of December 31, 1997 and 1996, respectively, and is based
     upon the fair value of the underlying assets. Premiums of $176.7 million,
     $25.3 million and $28.0 million and current and future benefits of $183.9
     million, $39.5 million and $43.0 million were assumed in 1997, 1996 and
     1995, respectively.

     Investment income of $37.5 million, $44.1 million and $46.5 million was
     generated from the reinsurance loan to affiliate in 1997, 1996 and 1995,
     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 $32.5 million and
     $28.9 million were maintained for this contract as of December 31, 1997 and
     1996, 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





                                      F-28
<PAGE>

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

             Notes to Consolidated Financial Statements (Continued)

10.  Related Party Transactions (Continued)

     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 $5.9 million, $5.2 million and $3.2 million for 1997, 1996 and 1995,
     respectively.

     Effective October 1, 1997, the Company entered into a reinsurance agreement
     with Aetna Life to assume amounts in excess of $0.2 million for certain of
     its participating life insurance, on a yearly renewable term basis. Premium
     amounts related to this agreement were $0.7 million in 1997.

     The Company received a capital contribution of $10.4 million in cash from
     HOLDCO in 1996. The Company received no capital contributions in 1997 or
     1995.

     The Company paid $17.3 million and $3.5 million in cash dividends to HOLDCO
     in 1997 and 1996, respectively. 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 $37.0 million and $2.8 million
     due from affiliates in 1997 and 1996, respectively. Other liabilities
     include $1.2 million and $10.7 million due to affiliates for 1997 and 1996,
     respectively.

     As of December 31, 1997, Aetna transferred to the Company $2.5 million
     based on its decision not to settle state tax liabilities for the years
     1996 and 1997. This amount has been reported as an other increase in
     retained earnings.

     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-29
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (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.

<TABLE>
<CAPTION>
                                                         Ceded to       Assumed
                                              Direct      Other       from Other       Net
                                              Amount    Companies      Companies     Amount
                                                         (millions)
                                              -------  -------------  -----------  ---------
<S>                                            <C>        <C>           <C>         <C>
                              1997
                              ----
           Premiums:
              Life Insurance                   $ 35.7      $15.1         $177.4      $198.0
              Accident and Health Insurance       5.6        5.6             --          --
              Annuities                          67.9         --            1.2        69.1
                                              -------  -------------  -----------  ---------
                  Total earned premiums        $109.2      $20.7         $178.6      $267.1
                                              =======  =============  ===========  =========

                              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
                                              =======  =============  ===========  =========
</TABLE>

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, 1997, the
     Company had commitments to purchase investments of $38.7 million. The fair
     value of the investments at December 31, 1997 approximated $39.0 million.




                                      F-30
<PAGE>

             AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARY
                       (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.


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:

                                                1997         1996         1995
                                             ---------    ---------    ---------
                                                          (millions)
         Revenue:
           Financial Services                 $1,277.9     $1,195.1     $1,211.3
           Individual Life Insurance             620.4        445.7        407.9
                                             ---------    ---------    ---------
                Total revenue                 $1,898.3     $1,640.8     $1,619.2
                                             =========    =========    =========
         Income before income taxes: (2)
           Financial Services                   $188.2       $129.9       $160.1
           Individual Life Insurance             106.5         83.0        103.1
                                             ---------    ---------    ---------
                Total income before
                  income taxes                  $294.7       $212.9       $263.2
                                             =========    =========    =========
         Net income: (2)
           Financial Services                   $137.5        $94.3       $113.8
           Individual Life Insurance              67.8         55.9         62.1
                                             ---------    ---------    ---------
                Net income                      $205.3       $150.2       $175.9
                                             =========    =========    =========
         Assets under management: (3)
           Financial Services  (4)           $37,609.3    $27,268.1    $22,534.4
           Individual Life Insurance           3,096.1      2,830.5      2,590.9
                                             ---------    ---------    ---------
             Total assets under management    40,705.4    $30,098.6    $25,125.3
                                             =========    =========    =========

          (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 $551.5 million,
               $366.4 million and $797.1 million at December 31, 1997, 1996 and
               1995, respectively.

          (4)  The December 31, 1997 balance includes the transfer of $4,078.5
               million of assets under management that were previously reported
               by an affiliate.


                                      F-31

<PAGE>

Form No. SAI 34370-98                                         ALIAC Ed. May 1998

<PAGE>
                           VARIABLE ANNUITY ACCOUNT B
                           PART C - OTHER INFORMATION
                           --------------------------
<TABLE>
<CAPTION>

Item 24. Financial Statements and Exhibits
- ------------------------------------------
(a) Financial Statements:
<S> <C>      <C>
    (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, 1997
             -   Statements of Operations and Changes in Net Assets for the years ended December 31, 1997 and 1996
             -   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, 1997, 1996 and 1995
             -   Consolidated Balance Sheets as of December 31, 1997 and 1996
             -   Consolidated Statements of Changes in Shareholder's Equity fo the years ended December 31, 1997, 1996 and 1995
             -   Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995
             -   Notes to Consolidated Financial Statements

(b)  Exhibits

       (1)        Resolution of the Board of Directors of Aetna Life Insurance and Annuity Company establishing
                  Variable Annuity Account B(1)
       (2)        Not applicable
       (3.1)      Selling Agreement(2)
       (3.2)      Alternative Form of Wholesaling Agreement and Related Selling Agreement(3)
       (3.3)      Federated Broker Dealer Agreement (9/2/94)(4)
       (4.1)      Variable Annuity Contract G-CDA-97(NY)(5)
       (4.2)      Variable Annuity Contract Certificate GMCC-97(NY) to Contract G-CDA-97(NY)(5)
       (4.3)      Variable Annuity Contract G-MP1(5/97)(6)
       (4.4)      Variable Annuity Contract Certificate MP1CERT(5/97)(6)
       (4.5)      Variable Annuity Contract I-MP1(5/97)(6)
       (4.6)      Variable Annuity Contract G-MP1(5/96)(7)
       (4.7)      Variable Annuity Contract Certificate MP1CERT(5/96)(7)
       (4.8)      Variable Annuity Contract I-MP1(5/96)(7)
       (4.9)      Variable Annuity Contract G-CDA-96(NY)(7)

<PAGE>

       (4.10)     Variable Annuity Contract Certificate GMCC-96(NY)(7)
       (4.11)     Variable Annuity Contracts G-CDA-IC(NQ)
       (4.12)     Variable Annuity Contract G-CDA-IC(IR)
       (4.13)     Variable Annuity Contract I-CDA-IC(NQ/MP)
       (4.14)     Variable Annuity Contract I-CDA-IC(IR/MP)
       (4.15)     Variable Annuity Certificate GMCC-IC(NQ)
       (4.16)     Variable Annuity Contracts and Certificates G-CDA-IC(IR/NY), GMCC-IC(IR/NY), G-CDA-IC(NQ/NY),
                  and GMCC-IC(NQ/NY (8)
       (4.17)     Endorsements MP1IRA(5/97) and I-MP1IRA(5/97) to Contract G-MP1(5/96) and Certificate
                  MP1CERT(5/96)(7)
       (4.18)     Endorsements MP1QP(5/97) and I-MP1QP(5/97) to Contract G-MP1(5/96) and Certificate
                  MP1CERT(5/96)(7)
       (4.19)     Endorsements MP1TDA(5/97) and I-MP1TDA(5/97) to Contract G-MP1(5/96) and Certificate
                  MP1CERT(5/96)(7)
       (4.20)     Endorsements MP1DC(5/97) and I-MP1DC(5/97) to Contract G-MP1(5/96) and Certificate
                  MP1CERT(5/96)(7)
       (4.21)     Endorsement G-MP1IRA(11/96) to Contract G-CDA-96(NY) and Certificate GMCC-96(NY)(7)
       (4.22)     Endorsement I-MP1END(9/97) to Contract I-MP1(5/96)(6)
       (4.23)     Endorsement E1-MPROTH-97 to Contract G-MP1(5/97)(5)
       (4.24)     Endorsement EI1MPROTH-97 to Contract I-MP1(5/97)(5)
       (4.25)     Endorsement MP1IRA(11/97) to Contract G-MP1(5/97)(5)
       (4.26)     Endorsement I-MP1IRA(11/97) to Contract I-MP1(5/97)(5)
       (4.27)     Endorsement MP1END(9/97) to Contract G-MP1(5/97) and Certificate MP1CERT(5/97)(9)
       (4.28)     Endorsement I-MP1END(9/97) to Contract I-MP1(5/97)(9)
       (4.29)     Endorsement MPNQEND(4/95) to Contract G-CDA-IC(NQ)(10)
       (4.30)     Endorsement MPIREND(4/95) to Contract G-CDA-IC(IR)(10)
       (4.31)     Endorsement IMPNQEND(4/95) to Contract I-CDA-IC(NQ/MP)(10)
       (4.32)     Endorsement IMPIREND(4/95) to Contract I-CDA-IC(IR/MP)(10)
       (4.33)     Endorsement MPNQCERTEND(4/95) to Certificate GMCC-IC(NQ)(10)
       (4.34)     Endorsement MPIRCERTEND(4/95) to Certificate GMCC-IC(IR)(10)
       (4.35)     Contract Schedule I Accumulation Period (G-MP1(11/97)-5) to Group Contract (G-MP1(5/97))(5)
       (4.36)     Contract Schedule I Accumulation Period (I-MP1(11/97)-5) to Individual Contract
                  (I-MP1(5/97))(5)
       (5.1)      Variable Annuity Contract Application MPAPPNY(1/96)(5)
       (5.2)      Variable Annuity Contract Application (300-MAR-IB)(11)
       (5.3)      Variable Annuity Contract Application (710.6.13)(11)
       (6.1)      Certificate of Incorporation of Aetna Life Insurance and Annuity Company(12)

<PAGE>

       (6.2)      Amendment of Certificate of Incorporation of Aetna Life Insurance and Annuity Company(13)
       (6.3)      By-Laws as amended September 17, 1997 of Aetna Life Insurance and Annuity Company(14)
       (7)        Not applicable
       (8.1)      Fund Participation Agreement (Amended and Restated) between Aetna Life Insurance and Annuity
                  Company, Alger American Fund and Fred Alger Management, Inc. dated as of March 31, 1995(3)
       (8.2)      Fund Participation Agreement among Calvert Responsibly Invested Balanced Portfolio, Calvert
                  Asset Management Company, Inc. and Aetna Life Insurance and Annuity Company dated December 1,
                  1997(15)
       (8.3)      Service Agreement between Calvert Asset Management Company, Inc. and Aetna Life Insurance and
                  Annuity Company dated December 1, 1997(15)
       (8.4)      Fund Participation Agreement by and among Aetna Life Insurance and Annuity Company, Insurance
                  Management Series and Federated Advisors dated July 1, 1994(16)
       (8.5)      Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable
                  Insurance Products Fund and Fidelity Distributors Corporation dated February 1, 1994 and
                  amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1,
                  1996(13)
       (8.6)      Fifth Amendment, dated as of May 1, 1997, to the Fund Participation Agreement between Aetna
                  Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors
                  Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1,
                  1995, January 1, 1996 and March 1, 1996(6)
       (8.7)      Sixth Amendment dated November 6, 1997 to the Fund Participation Agreement between Aetna Life
                  Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors
                  Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1,
                  1995, January 1, 1996, March 1, 1996 and May 1, 1997(17)

       (8.8)      Form of Seventh Amendment dated as of May 1, 1998 to the Fund Participation Agreement between
                  Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund and Fidelity Distributors
                  Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995,
                  January 1, 1996, March 1, 1996, May 1, 1997 and November 6, 1997(18)

       (8.9)      Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Variable Insurance
                  Products Fund II and Fidelity Distributors Corporation dated February 1, 1994 and amended on
                  December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996(13)

       (8.10)     Fifth Amendment, dated as of May 1, 1997, to the Fund Participation Agreement between Aetna
                  Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity
                  Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1,
                  1995, May 1, 1995, January 1, 1996 and March 1, 1996(6)

       (8.11)     Sixth Amendment dated as of January 20, 1998 to the Fund Participation Agreement between Aetna
                  Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity
                  Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1,
                  1995, May 1, 1995, January 1, 1996, March 1, 1996 and May 1, 1997(19)

       (8.12)     Form of Seventh Amendment dated as of May 1, 1998 to the Fund Participation Agreement between
                  Aetna Life Insurance and Annuity Company, Variable Insurance Products Fund II and Fidelity
                  Distributors Corporation dated February 1, 1994 and amended on December 15, 1994, February 1, 1995,
                  May 1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and January 20, 1998(18)

<PAGE>

       (8.13)     Service Agreement between Aetna Life Insurance and Annuity Company and Fidelity Investments
                  Institutional Operations Company dated as of November 1, 1995(20)
       (8.14)     Amendment dated January 1, 1997 to Service Agreement between Aetna Life Insurance and Annuity
                  Company and Fidelity Investments Institutional Operations Company dated as of November 1,
                  1995(6)
       (8.15)     Fund Participation Agreement among Janus Aspen Series and Aetna Life Insurance and Annuity
                  Company and Janus Capital Corporation dated December 8, 1997(21)
       (8.16)     Service Agreement between Janus Capital Corporation and Aetna Life Insurance and Annuity
                  Company dated December 8, 1997(21)
       (8.17)     Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Lexington
                  Management Corporation regarding Natural Resources Trust dated December 1, 1988 and amended
                  February 11, 1991(3)
       (8.18)     Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Lexington
                  Emerging Markets Fund, Inc. and Lexington Management Corporation (its investment advisor)
                  dated April 28, 1994(2)
       (8.19)     Fund Participation Agreement among MFS Variable Insurance Trust, Aetna Life Insurance and
                  Annuity Company and Massachusetts Financial Services Company(7)
       (8.20)     First Amendment dated September 3, 1996 to Fund Participation Agreement among MFS Variable
                  Insurance Trust, Aetna Life Insurance and Annuity Company and Massachusetts Financial Services
                  Company(22)
       (8.21)     Second Amendment dated March 14, 1997 to Fund Participation Agreement among MFS Variable
                  Insurance Trust, Aetna Life Insurance and Annuity Company and Massachusetts Financial Services
                  Company(16)
       (8.22)     Fund Participation Agreement between Aetna Life Insurance and Annuity Company and Oppenheimer
                  Variable Annuity Account Funds and Oppenheimer Funds, Inc. dated March 11, 1997(16)
       (8.23)     Service Agreement between Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity Company
                  dated March 11, 1997(16)
       (8.24)     Fund Participation Agreement between Aetna Life Insurance and Annuity Company, Investors
                  Research Corporation and TCI Portfolios, Inc. dated July 29, 1992 and amended December 22,
                  1992 and June 1, 1994(3)
       (8.25)     Administrative Service Agreement between Aetna Life Insurance and Annuity Company and Agency,
                  Inc.(2)
       (9)        Opinion and Consent of Counsel
       (10)       Consent of Independent Auditors
       (11)       Not applicable

<PAGE>


       (12)       Not applicable
       (13)       Schedule for Computation of Performance Data
       (14)       Not applicable
       (15.1)     Powers of Attorney(18)
       (15.2)     Authorization for Signatures(3)
</TABLE>

<TABLE>
<S>  <C>
1.   Incorporated by reference to Post-Effective Amendment No. 6 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed electronically on
     April 22, 1996 (Accession No. 0000950146-96-000563).
2.   Incorporated by reference to Post-Effective Amendment No. 22 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on April 22, 1996 (Accession No. 0000912057-96-006805).
3.   Incorporated by reference to Post-Effective Amendment No. 5 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed electronically on April
     12, 1996 (Accession No. 0000912057-96-006383).
4.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-79122), as filed electronically on
     August 16, 1995 (Accession No. 0000950109-95-003265).
5.   Incorporated by reference to Post-Effective Amendment No. 32 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on December 16, 1997 (Accession No. 0000950146-97-001918).
6.   Incorporated by reference to Post-Effective Amendment No. 30 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on September 29, 1997 (Accession No. 0000950146-97-001485).
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 February 21, 1997 (Accession No. 0000950146-97-000226).
8.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 33-87932), as filed electronically on
     September 19, 1995 (Accession No. 0000950109-95-003821).
9.   Incorporated by reference to Post-Effective Amendment No. 33 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on February 12, 1998 (Accession No. 0000950146-98-000194).
10.  Incorporated by reference to Post-Effective Amendment No. 34 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on February 27, 1998 (Accession No. 0000950146-98-000311).
11.  Incorporated by reference to Post-Effective Amendment No. 29 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on August 18, 1997 (Accession No. 0000950146-97-001290).
12.  Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form S-1 (File No. 33-60477), as filed electronically on April
     15, 1996 (Accession No. 0000950146-96-000534).

<PAGE>

13.  Incorporated by reference to Post-Effective Amendment No. 12 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed
     electronically on February 11, 1997 (Accession No. 0000950146-97-000159).
14.  Incorporated by reference to Post-Effective Amendment No. 12 to
     Registration Statement on Form N-4 (File No. 33-91846), as filed
     electronically on October 30, 1997 (Accession No. 0000950146-97-001589).
15.  Incorporated by reference to Post-Effective Amendment No. 8 to Registration
     Statement on Form N-4 (File No. 333-01107), as filed electronically on
     February 19, 1998 (Accession No. 0000950146-98-00000248).
16.  Incorporated by reference to Post-Effective Amendment No. 27 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on April 16, 1997 (Accession No. 0000950146-97-000617).
17.  Incorporated by reference to Post-Effective Amendment No. 16 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed
     electronically on February 9, 1998 (Accession No. 0000950146-98-000179).
18.  Incorporated by reference to Post-Effective Amendment No. 9 to
     Registration Statement on Form N-4 (File No. 333-01107), as filed
     electronically on April 7, 1998 (Accession No. 0000950146-98-000564).
19.  Incorporated by Reference to Post-Effective Amendment No. 7 to Registration
     Statement on Form S-6 (File No. 33-75248), as filed electronically on
     February 24, 1998 (Accession No. 0000950146-98-000267).
20.  Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-88720), as filed electronically on June
     28, 1996 (Accession No. 0000928389-96-000136).
21.  Incorporated by reference to Post-Effective Amendment No. 10 to
     Registration Statement on Form N-4 (File No. 33-75992), as filed
     electronically on December 31, 1997 (Accession No. 0000950146-97-001982).
22.  Incorporated by reference to Post-Effective Amendment No. 24 to
     Registration Statement on Form N-4 (File No. 33-34370), as filed
     electronically on September 16, 1996 (Accession No. 0000912057-96-020393).

</TABLE>


<PAGE>

Item 25. Directors and Officers of the Depositor
- ------------------------------------------------
Name and Principal
Business Address*         Positions and Offices with Depositor
- ------------------        ------------------------------------
Thomas J. McInerney       Director and President

Shaun P. Mathews          Director and Senior Vice President

Catherine H. Smith        Director, Chief Financial Officer and Senior 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 Corporate
                          Secretary

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

Item 26. Persons Controlled by or Under Common Control with the Depositor or
- ----------------------------------------------------------------------------
         Registrant
         ----------
     Incorporated herein by reference to Item 26 of Post-Effective Amendment No.
9 to the  Registration  Statement  on Form N-4  (File No.  333-01107),  as filed
electronically on April 7, 1998 (Accession No. 0000950146-98-000564).

Item 27. Number of Contract Owners
- ----------------------------------
     As of February 28, 1998, there were 63,194 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

<PAGE>

corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by majority vote of a quorum of the board of
directors who were not parties to the proceeding, or if a quorum cannot be
obtained, by a committee of the board selected as described in Section
33-775(b)(2); by special legal counsel selected by the board of directors or
members thereof as described in Section 33-775(b)(3); by shareholders) that the
individual met the standard set forth in Section 33-771; or (3) the court, upon
application by the individual, determines in view of all the circumstances that
such person is reasonably entitled to be indemnified. Also, unless limited by
its Certificate of Incorporation, a corporation must indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
of his relationship as director, officer, employee or agent of the corporation.

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

Item 29. Principal Underwriter
- ------------------------------
     (a) In addition to serving as the principal underwriter and depositor for
         the Registrant, Aetna Life Insurance and Annuity Company (Aetna) also
         acts as the principal underwriter and investment adviser for Portfolio
         Partners, Inc., Aetna Variable Encore Fund, Aetna Variable Fund, Aetna
         Generation Portfolios, Inc., Aetna Income Shares, Aetna Balanced VP,
         Inc. (formerly 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)). Effective May 1, 1998, Aetna will no longer be the investment
         adviser for Aetna Variable Encore Fund, Aetna Variable Fund, Aetna
         Generation Portfolios, Inc., Aetna Income Shares, Aetna Balanced VP,
         Inc. (formerly Aetna Investment Advisers Fund, Inc.), Aetna GET Fund,
         and Aetna Variable Portfolios, Inc. Additionally, Aetna acts as the
         principal underwriter and depositor for Variable Life Account B of
         Aetna, Variable Annuity Account C of Aetna and Variable Annuity Account
         G of Aetna (separate accounts of Aetna registered as unit investment
         trusts under the 1940 Act). Aetna is also the principal underwriter for
         Variable Annuity Account I of Aetna Insurance Company of America (AICA)
         (a separate account of AICA registered as a unit investment trust under
         the 1940 Act).

     (b) See Item 25 regarding the Depositor.

<PAGE>

     (c) Compensation as of December 31, 1997:

<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                                           $347,583                                 $29,637,063
Insurance and
Annuity Company
</TABLE>

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

Item 30. Location of Accounts and Records
- -----------------------------------------
     All accounts, books and other documents required to be maintained by
     Section 31(a) of the 1940 Act and the rules under it relating to the
     securities described in and issued under this Registration Statement are
     located at the home office of the Depositor as follows:

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

Item 31. Management Services
- ----------------------------
     Not applicable

Item 32. Undertakings
- ---------------------
     Registrant hereby undertakes:

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

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

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

     (d) The Company hereby represents that it is relying upon and will comply
         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 Symbol] 78,904 at 78,523 (November
         22, 1988).

     (e) Insofar as indemnification for liability arising under the Securities
         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 to its Registration
Statement on Form N-4 (File No.33-34370) and has duly caused this Post-Effective
Amendment to its Registration Statement on Form N-4 (File No. 34370) to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Hartford, State of Connecticut, on the 17th day of April, 1998.

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

                                     By:  AETNA LIFE INSURANCE AND ANNUITY
                                          COMPANY
                                             (Depositor)

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

     As required by the Securities Act of 1933, this Post-Effective Amendment
No. 35 to the Registration Statement on Form N-4 (File No. 33-34370) has been
signed by the following persons in the capacities and on the dates indicated.

Signature                      Title                                   Date
- ---------                      -----                                   ----
Thomas J. McInerney*           Director and President            )
- -----------------------------  (principal executive              )
Thomas J. McInerney            officer)                          )
                                                                 )
                                                                 )
Shaun P. Mathews*              Director                          )   April
- -----------------------------                                    )
Shaun P. Mathews                                                 )   17, 1998
                                                                 )
                                                                 )
Catherine H. Smith*            Director and Chief Financial      )
- -----------------------------  Officer                           )
Catherine H. Smith                                               )
                                                                 )
                                                                 )
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>

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

99-B.3.1               Selling Agreement                                                                     *

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

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

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

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

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

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

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

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

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

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

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

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

99-B.4.11              Variable Annuity Contracts G-CDA-IC(NQ)
                                                                                                            ----

99-B.4.12              Variable Annuity Contract G-CDA-IC(IR)
                                                                                                            ----

99-B.4.13              Variable Annuity Contract I-CDA-IC(NQ/MP)
                                                                                                            ----

*Incorporated by reference

<PAGE>

Exhibit No.            Exhibit                                                                              Page
- -----------            -------                                                                              ----
99-B.4.14              Variable Annuity Contract I-CDA-IC(IR/MP)
                                                                                                            ----

99-B.4.15              Variable Annuity Certificate GMCC-IC(NQ)
                                                                                                            ----

99-B.4.16              Variable Annuity Contracts and Certificates                                           *
                       G-CDA-IC(IR/NY), GMCC-IC(IR/NY), G-CDA-IC(NQ/NY), and GMCC-IC(NQ/NY)

99-B.4.17              Endorsements MP1IRA(5/97) and I-MP1IRA(5/97) to Contract G-MP1(5/96) and              *
                       Certificate MP1CERT(5/96)

99-B.4.18              Endorsements MP1QP(5/97) and I-MP1QP(5/97) to Contract                                *
                       G-MP1(5/96) and Certificate MP1CERT(5/96)

99-B.4.19              Endorsements MP1TDA(5/97) and I-MP1TDA(5/97) to Contract G-MP1(5/96) and              *
                       Certificate MP1CERT(5/96)

99-B.4.20              Endorsements MP1DC(5/97) and I-MP1DC(5/97) to Contract G-MP1(5/96) and                *
                       Certificate MP1CERT(5/96)

99-B.4.21              Endorsement G-MP1IRA(11/96)) to Contract                                              *
                       G-CDA-96(NY) and Certificate GMCC-96(NY)

99-B.4.22              Endorsement I-MP1END(9/97) to Contract I-MP1(5/96)                                    *

99-B.4.23              Endorsement E1-MPROTH-97 to Contract G-MP1(5/97)                                      *

99-B.4.24              Endorsement EI1MPROTH-97 to Contract I-MP1(5/97)                                      *

99-B.4.25              Endorsement MP1IRA(11/97) to Contract G-MP1(5/97)                                     *

99-B.4.26              Endorsement I-MP1IRA(11/97) to Contract I-MP1(5/97)                                   *

99-B.4.27              Endorsement MP1END(9/97) to Contract G-MP1(5/97) and Certificate                      *
                       MP1CERT(5/97)

99.B.4.28              Endorsement I-MP1END(9/97) to Contract I-MP1(5/97)                                    *

99-B.4.29              Endorsement MPNQEND(4/95) to Contract G-CDA-IC(NQ)                                    *

*Incorporated by reference


<PAGE>

Exhibit No.            Exhibit                                                                              Page
- -----------            -------                                                                              ----
99-B.4.30              Endorsement MPIREND(4/95) to Contract G-CDA-IC(IR)                                    *

99-B.4.31              Endorsement IMPNQEND(4/95) to Contract                                                *
                       I-CDA-IC(NQ/MP)

99-B.4.32              Endorsement IMPIREND(4/95) to Contract I-CDA-IC(IR/MP)                                *

99-B.4.33              Endorsement MPNQCERTEND(4/95) to Certificate                                          *
                       GMCC-IC(NQ)

99-B.4.34              Endorsement MPIRCERTEND(4/95) to Certificate                                          *
                       GMCC-IC(IR)

99-B.4.35              Contract Schedule I Accumulation Period (G-MP1(11/97)-5) to Group Contract            *
                       (G-MP1(5/97))

99-B.4.36              Contract Schedule I Accumulation Period (I-MP1(11/97)-5) to Individual                *
                       Contract (I-MP1(5/97))

99-B.5.1               Variable Annuity Contract Application MPAPPNY(1/96)                                   *

99-B.5.2               Variable Annuity Contract Application (300-MAR-IB)                                    *

99-B.5.3               Variable Annuity Contract Application (710.6.13)                                      *

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

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

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

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

*Incorporated by reference


<PAGE>


Exhibit No.            Exhibit                                                                              Page
- -----------            -------                                                                              ----
99-B.8.2               Fund Participation Agreement among Calvert Responsibly Invested Balanced              *
                       Portfolio, Calvert Asset Management Company, Inc. and Aetna Life Insurance
                       and Annuity Company dated December 1, 1997

99-B.8.3               Service Agreement between Calvert Asset Management Company, Inc. and Aetna            *
                       Life Insurance and Annuity Company dated December 1, 1997

99-B.8.4               Fund Participation Agreement by and among Aetna Life Insurance and Annuity            *
                       Company, Insurance Management Series and Federated Advisors dated
                       July 1, 1994

99-B.8.5               Fund Participation Agreement between Aetna Life Insurance and Annuity                 *
                       Company, Variable Insurance Products Fund and Fidelity Distributors
                       Corporation dated February 1, 1994 and amended on December 15, 1994,
                       February 1, 1995, May 1, 1995, January 1, 1996 and March 1, 1996

99-B.8.6               Fifth Amendment, dated as of May 1, 1997, to the Fund Participation                   *
                       Agreement between Aetna Life Insurance and Annuity Company, Variable
                       Insurance Products Fund and Fidelity Distributors Corporation dated February
                       1, 1994 and amended on December 15, 1994, February 1, 1995, May 1, 1995,
                       January 1, 1996 and March 1, 1996

99-B.8.7               Sixth Amendment dated November 6, 1997 to the Fund Participation Agreement            *
                       between Aetna Life Insurance and Annuity Company, Variable Insurance
                       Products Fund and Fidelity Distributors Corporation dated February 1, 1994
                       and amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1,
                       1996, March 1, 1996 and May 1, 1997

99-B.8.8               Form of Seventh Amendment dated as of May 1, 1998 to the Fund Participation           *
                       Agreement between Aetna Life Insurance and Annuity  Company, Variable Insurance
                       Products Fund and Fidelity Distributors Corporation dated February 1, 1994 and
                       amended on December 15, 1994, February 1, 1995, May 1, 1995, January 1, 1996,
                       March 1, 1996, May 1, 1997 and November 6, 1997

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

*Incorporated by reference


<PAGE>


Exhibit No.            Exhibit                                                                              Page
- -----------            -------                                                                              ----
99-B.8.10              Fifth Amendment, dated as of May 1, 1997, to the Fund Participation                   *
                       Agreement between Aetna Life Insurance and Annuity Company, Variable
                       Insurance Products Fund II and Fidelity Distributors Corporation dated
                       February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1,
                       1995, January 1, 1996, and March 1, 1996

99-B.8.11              Sixth Amendment dated as of January 20, 1998 to the Fund Participation                *
                       Agreement between Aetna Life Insurance and Annuity Company, Variable
                       Insurance Products Fund II and Fidelity Distributors Corporation dated
                       February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1,
                       1995, January 1, 1996, March 1, 1996 and May 1, 1997

99-B.8.12              Form of Seventh Amendment dated as of May 1, 1998 to the Fund Participation           *
                       Agreement between Aetna Life Insurance and Annuity Company, Variable
                       Insurance Products Fund II and Fidelity Distributors Corporation dated
                       February 1, 1994 and amended on December 15, 1994, February 1, 1995, May 1,
                       1995, January 1, 1996, March 1, 1996, May 1, 1997 and January 20, 1998

99-B.8.13              Service Agreement between Aetna Life Insurance and Annuity Company and                *
                       Fidelity Investments Institutional Operations Company dated as of
                       November 1, 1995

99-B.8.14              Amendment dated January 1, 1997 to Service Agreement between Aetna Life               *
                       Insurance and Annuity Company and Fidelity Investments Institutional
                       Operations Company dated as of November 1, 1995

99-B.8.15              Fund Participation Agreement among Janus Aspen Series and Aetna Life                  *
                       Insurance and Annuity Company and Janus Capital Corporation dated December
                       8, 1997

99-B.8.16              Service Agreement between Janus Capital Corporation and Aetna Life Insurance          *
                       and Annuity Company dated December 8, 1997

99-B.8.17              Fund Participation Agreement between Aetna Life Insurance and Annuity                 *
                       Company and Lexington Management Corporation regarding Natural Resources
                       Trust dated December 1, 1988 and amended February 11, 1991

99-B.8.18              Fund Participation Agreement between Aetna Life Insurance and Annuity                 *
                       Company, Lexington Emerging Markets Fund, Inc. and Lexington Management
                       Corporation (its investment advisor) dated April 28, 1994

*Incorporated by reference

<PAGE>


Exhibit No.            Exhibit                                                                              Page
- -----------            -------                                                                              ----
99-B.8.19              Fund Participation Agreement among MFS Variable Insurance Trust, Aetna Life           *
                       Insurance and Annuity Company and Massachusetts Financial Services Company

99-B.8.20              First Amendment dated September 3, 1996 to Fund Participation Agreement               *
                       among MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company
                       and Massachusetts Financial Services Company

99-B.8.21              Second Amendment dated March 14, 1997 to Fund Participation Agreement among           *
                       MFS Variable Insurance Trust, Aetna Life Insurance and Annuity Company and
                       Massachusetts Financial Services Company

99-B.8.22             Fund Participation Agreement between Aetna Life Insurance and Annuity                 *
                       Company and Oppenheimer Variable Annuity Account Funds and Oppenheimer
                       Funds, Inc. dated March 11, 1997

99-B.8.23              Service Agreement between Oppenheimer Funds, Inc. and Aetna Life Insurance            *
                       and Annuity Company dated March 11, 1997

99-B.8.24              Fund Participation Agreement between Aetna Life Insurance and Annuity                 *
                       Company, Investors Research Corporation and TCI Portfolios, Inc. dated July
                       29, 1992 and amended December 22, 1992 and June 1, 1994

99-B.8.25              Administrative Service Agreement between Aetna Life Insurance and Annuity             *
                       Company and Agency, Inc.

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

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

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

99-B.15.1              Powers of Attorney                                                                    *

99-B.15.2              Authorization for Signatures                                                          *

*Incorporated by reference
</TABLE>


                        Home Office: 151 Farmington Ave.
                           Hartford, Connecticut 06156
                                 (800) 525-4225

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

Specifications
- --------------------------------------------------------------------------------
Plan
     Marathon Plus
- --------------------------------------------------------------------------------
Type of Plan
     Flexible Premium Account
- --------------------------------------------------------------------------------
Contract Holder
     E. G. Anybroker
- --------------------------------------------------------------------------------
Contract No.
     Specimen
- --------------------------------------------------------------------------------
Effective Date
     September 1, 1993
- --------------------------------------------------------------------------------
This Contract is Delivered in Your State                 and is Subject to the
Laws of that Jurisdiction

THE VARIABLE FEATURES OF THE GROUP CONTRACT ARE DESCRIBED IN PARTS III AND IV.

Right To Cancel
- -------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 20 days of receiving it, by
returning this Contract along with a written notice to Aetna at the above
address or to the agent from whom it was purchased. Within 7 days after it
receives the notice of cancellation and this Contract at its Home Office, Aetna
will return the entire consideration paid plus any increase or minus any
decrease in the current value of any funds allocated to the Separate Accounts.

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

Signed at the Home Office on the Effective Date.


      /s/ G. G. Benanav                           /s/ George N. Gingold
          Gary G. Benanav                             George N. Gingold
          President                                   Secretary

G-CDA-IC (NQ)

<PAGE>

             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.


                                       2
<PAGE>

Specifications

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

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

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

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


                                       3
<PAGE>


                               Contract Schedule I
                               Accumulation Period

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

Separate Account:          Variable Annuity Account B

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

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

Marathon Guaranteed Account (MG Account)
- --------------------------------------------------------------------------------

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

Separate Account and MG Account
- --------------------------------------------------------------------------------

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

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


                                       4
<PAGE>

                              Contract Schedule II
                                 Annuity Period

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

Charges to Separate        A daily charge at an annual effective rate of 1.25%
Account:                   for Annuity mortality and expense risks. The
                           administrative charge is established upon election of
                           an Annuity option. This charge will not exceed 0.25%.

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

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

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

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

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

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

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

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


See 1. GENERAL DEFINITIONS for explanations.


                                       5
<PAGE>

                                TABLE OF CONTENTS

                                                                          Page
I.  GENERAL DEFINITIONS

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

II.  GENERAL PROVISIONS

      2.01    Change of Contract.............................................13
      2.02    Change of Fund(s)..............................................14
      2.03    Nonparticipating Contract......................................14
      2.04    Payments and Elections.........................................15
      2.05    State Laws.....................................................15
      2.06    Control of Contract............................................15
      2.07    Designation of Beneficiary.....................................16
      2.08    Misstatements and Adjustments..................................16
      2.09    Incontestability...............................................16
      2.10    Grace Period...................................................16
      2.11    Individual Certificates........................................16

                                       6
<PAGE>

III.  PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS

      3.01    Net Purchase Payment............................................16
      3.02    Certificate Holder's Account....................................17
      3.03    Fund(s) Record Units -- Separate Account........................17
      3.04    Net Return Factor(s) -- Separate Account........................17
      3.05    Fund Record Unit Value -- Separate Account......................18
      3.06    Market Value Adjustment.........................................18
      3.07    Transfer of Current Value from the Funds or MG Account..........20
      3.08    Notice to the Certificate Holder................................21
      3.09    Loans...........................................................21
      3.10    Systematic Withdrawal Option (SWO)..............................21
      3.11    Death Benefit Amount............................................23
      3.12    Death Benefit Options available to Beneficiary..................24
      3.13    Liquidation of Surrender Value..................................26
      3.14    Surrender Fee...................................................26
      3.15    Payment of Surrender Value......................................27
      3.16    Reinstatement...................................................27
      3.17    Payment of Adjusted Current Value...............................28

IV.  ANNUITY PROVISIONS

      4.01    Choices to be Made..............................................28
      4.02    Terms of Annuity Options........................................29
      4.03    Death of Annuitant/Beneficiary..................................31
      4.04    Fund(s) Annuity Units -- Separate Account.......................32
      4.05    Fund(s) Annuity Unit Value -- Separate Account..................32
      4.06    Annuity Net Return Factor(s) -- Separate Account................33
      4.07    Annuity Options.................................................34

                                       7
<PAGE>

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

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

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

1.03 Adjusted              The Current Value of an Account plus or minus any
     Current Value:        aggregate MG Account MVA, if applicable. (See 1.21)

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

1.05 Annuity:              Payment of an income:

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

1.06 Beneficiary:          The individual or estate entitled to receive any
                           payment from the Account upon the death of the
                           Annuitant.

1.07 Certificate           A person who purchases an interest in this Contract
     Holder:               as evidenced by a certificate. A Certificate Holder
                           cannot be a nonnatural person (i.e. a trustee for a
                           trust, an executor or administrator for an estate, or
                           an incorporated or unincorporated business).

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

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

                                       8
<PAGE>

1.10 Contract Holder:      The entity to which the Contract is issued. The
                           Contract is offered to:

                           (a)     National Association of Securities
                                   Dealers, Inc. ("NASD") member
                                   broker-dealers selected by Aetna, who
                                   have a minimum net capital of $250,000
                                   or more, including broker-dealer
                                   subsidiaries of banks and savings and
                                   loan associations;

                           (b)     Employers who sponsor nonqualified benefit
                                   plans for their employees (exempt from ERISA
                                   Title I);

                           (c)     Entities that contribute to annuities on
                                   behalf of their customers; and

                           (d)     Custodians of custodial accounts and trustees
                                   of trusts that have been established for
                                   Individual Retirement Accounts under Code
                                   Section 408.

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

1.12                       Deposit Period: A calendar week, a calendar month, a
                           calendar quarter, or any other period of time
                           specified by Aetna during which Net Purchase
                           Payment(s), Transfers and Reinvestments are accepted
                           into the MG Account for one or more Guaranteed Terms.
                           Aetna reserves the right to extend the Deposit
                           Period.

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

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

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

                                       9
<PAGE>

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

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

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

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

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

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

                                       10
<PAGE>

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

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


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

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

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

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

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


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

                                       11
<PAGE>

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

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

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

1.31 Transfers:            The movement of invested amounts among the available
                           Fund(s) and the MG Account under this Contract during
                           the Accumulation Period.

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

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

                                       12
<PAGE>

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

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

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

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

                           Aetna reserves the right to change the terms of the
                           Systematic Withdrawal Option (3.10) for future
                           elections and discontinue the availability of this
                           option after proper notification.

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

                           (a) Net Purchase Payment (1.25)

                           (b) MG Account Guaranteed Rate (1.16)

                           (c) Net Return Factor(s) -- Separate Account (3.04)

                           (d) Current Value (1.11)

                           (e) Surrender Value (1.30)

                           (f) Fund(s) Annuity Unit Value -- Separate Account
                               (4.05)

                           (g) Annuity options (4.07)

                           (h) Fixed Annuity Interest Rates (4.01)

                           (i) Transfers (1.31).

                                       13
<PAGE>

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

                           (a) No earlier than 12 months after the effective
                               date of this Contract; and

                           (b) No earlier than 12 months after the effective
                               date of any prior change.

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

2.02 Change of Fund(s): Aetna, or the Separate Account, may:

                           (a) Change the Fund(s) which may be invested in by
                               the Separate Account; and

                           (b) Replace the shares of any Fund(s) held in the
                               Separate Account with shares of any other
                               Fund(s).

                           Changes must be:

                           (a) Approved by a majority vote in the Separate
                               Account with respect to the Fund(s) whose shares
                               are to be replaced; or

                           (b) Deemed necessary by Aetna under the Investment
                               Company Act of 1940; or

                           (c) Deemed necessary by Aetna to accomplish the
                               purpose of the Separate Account.

                           Aetna will notify the Contract Holder and the
                           Certificate Holder of any change.

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

                                       14
<PAGE>

2.04 Payments and          While the Certificate Holder is living, Aetna will
     Elections:            pay the Certificate Holder any Annuity payments as
                           and when due. After the Certificate Holder's death,
                           any Annuity payments required to be made will be paid
                           in accordance with 4.03. Aetna will determine other
                           payments and/or elections as of the end of the
                           Valuation Period in which the request is received at
                           its Home Office. Such payments will be made within 7
                           calendar days of receipt at its Home Office of a
                           written claim for payment which is in good order,
                           except as provided in 3.15.

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

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

                           Each Certificate Holder shall own all amounts held in
                           his or her Account. Each Certificate Holder may make
                           any choices allowed by this Contract for his or her
                           Account. Choices made under this Contract must be in
                           writing. Until receipt of such choices at Aetna's
                           Home Office, Aetna may rely on any previous choices
                           made.

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

                           The Certificate Holder may assign or transfer his or
                           her rights under the Contract to one or more natural
                           persons. Any assignment or transfer made must be
                           submitted to Aetna's Home Office in writing and will
                           not be effective until accepted by Aetna.

                                       15
<PAGE>

2.07 Designation of        Each Certificate Holder shall name his or her
     Beneficiary:          Beneficiary. The Beneficiary may be changed at any
                           time. Changes to a Beneficiary must be submitted to
                           Aetna's Home Office in writing and will not be
                           effective until accepted by Aetna.

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

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

2.10 Grace Period:         This Contract will remain in effect even if Purchase
                           Payments are not continued except as provided in the
                           Payment of Adjusted Current Value provision (see
                           3.17).

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

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

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

                           The Net Purchase Payment will be credited among:

                           (a) The current Deposit Period(s) for Guaranteed
                               Terms under the MG Account; and

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

                                       16
<PAGE>

3.01 Net Purchase          For each Net Purchase Payment, the Certificate Holder
     Payment (Cont'd):     shall tell Aetna the allocation percentage to be
                           applied to the current Deposit Period for each of the
                           available Guaranteed Terms in the MG Account and/or
                           each Fund. If allocation instructions are not
                           received along with any subsequent Net Purchase
                           Payment, the allocation will be the same as that
                           indicated on the original enrollment form. If the
                           same Guaranteed Term is no longer available, the Net
                           Purchase Payment will be allocated to the next
                           shortest Guaranteed Term available in the current
                           Deposit Period. If no shorter Guaranteed Term is
                           available, the next longer Guaranteed Term will be
                           used.

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

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

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

3.04 Net Return            The net return factor(s) are used to compute all
     Factor(s) --          Separate Account record units for any Fund.
     Separate Account:     The net return factor(s) for each Fund is equal to
                           1.0000000 plus the net return rate.


                                       17
<PAGE>

3.04 Net Return            The net return rate is equal to:
     Factor(s) --
     Separate Account      (a) The value of the shares of the Fund held by the
     (Cont'd):                 Separate Account at the end of the Valuation
                               Period; minus

                           (b) The value of the shares of the Fund held by the
                               Separate Account at the start of the Valuation
                               Period; plus or minus

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

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

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

                           A net return rate may be more or less than 0%. The
                           value of a share of the Fund is equal to the not
                           assets of the Fund divided by the number of shares
                           outstanding.

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

3.06 Market Value          There will be an MVA for a withdrawal from the MG
     Adjustment:           Account before the end of a Guaranteed Term when the
                           withdrawal is due to:

                           (a) A Transfer; except as specified in MG Account
                               Matured Term Value Transfer;

                           (b) A full or partial surrender, including a 1O% free
                               withdrawal under 3.14; or

                           (c) An election of Annuity option 2 (see 4.07).

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

                                       18
<PAGE>

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

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

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

                           The greater of the aggregate MVA amount or the
                           applicable portion of the Current Value applies to
                           amounts withdrawn from the MG Account on account of
                           an election of Annuity options 3 or 4 (see 4.07).

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

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

                           Where:

                                i   is the Deposit Period Yield

                                j   is the Current Yield

                                x   is the number of days remaining, (computed
                                    from Wednesday of the week of withdrawal) in
                                    the Guaranteed Term.

                                The Deposit Period Yield will be determined as
                                follows:

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

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

                                       19
<PAGE>

3.06 Market Value          The Current Yield is the average of the yields on the
     Adjustment            last business day of the week preceding withdrawal on
     (Cont'd):             the same U.S. Treasury Notes included in the Deposit
                           Period Yield.

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

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

                           (a) To any other Fund; or

                           (b) To any Guaranteed Term of the MG Account
                               available in the current Deposit Period.

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

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

                           Transfers from the MG Account of a Matured Term Value
                           on or within one calendar month of a Term's Maturity
                           Date do not count against the annual Transfer limit.

                           Amounts applied to Guaranteed Terms of the MG 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
                           Matured Term Value(s) during the calendar month
                           following the Term's Maturity Date.

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

                                       20
<PAGE>

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

                           (a) The value of any amounts held in:

                               (1) The MG Account; and

                               (2) The Fund(s) under the Separate Account.

                           (b) The number of any Fund(s) record units; and

                           (c) The Fund(s) record unit value.

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

3.09 Loans:                Loans are not available under this Contract.

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

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

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

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

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

                                       21
<PAGE>

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

                           Payments upon the Certificate Holder's or Annuitant's
                           death will be made to the Beneficiary in the manner
                           described in 3.12.

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

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

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

                                       22
<PAGE>

3.11 Death Benefit         If the Certificate Holder or Annuitant dies before
     Amount:               Annuity payments start, the Beneficiary is entitled
                           to a death benefit under the Account. The claim date
                           is the date when proof of death and the Beneficiary's
                           claim are received in good order at Aetna's Home
                           Office. The amount of the death benefit is determined
                           as follows:

                           (a) Death of Annuitant less than 75 years of age: The
                               guaranteed death benefit is the greatest of:

                               (1) The gross sum of all Purchase Payment(s) made
                                   to the Account (as of the date of death)
                                   minus the sum of all amounts surrendered,
                                   applied to an Annuity, or deducted from the
                                   Account;

                               (2) The step up value as of the date of death
                                   plus all Net Purchase Payments made to the
                                   Account, minus the total of all partial
                                   surrenders, amounts applied to an Annuity and
                                   deductions made from the Account since
                                   determination of the step up value. The step
                                   up value is the Current Value on the most
                                   recent seventh year anniversary of the date
                                   the first Net Purchase Payment is applied to
                                   the Account;

                               (3) The Account's Current Value as of the date of
                                   death.

                               The excess, if any, of the guaranteed death
                               benefit value over the Account's Current Value is
                               determined as of the date of death. Any excess
                               amount will be deposited to the Account and
                               allocated to Aetna Variable Encore Fund as of the
                               claim date. The Current Value on the claim date
                               plus any excess amount deposited becomes the
                               Account's Current Value.

                           (b) Death of Annuitant age 75 or greater: The death
                               benefit amount is the Account Current Value on
                               the claim date.

                           (c) Death of the Certificate Holder if the
                               Certificate Holder is not the Annuitant: The
                               death benefit amount is the Account's Adjusted
                               Current Value on the claim date. A Surrender Fee
                               may apply to any full or partial surrender (see
                               3.14 and Contract Schedule I).

                                       23
<PAGE>

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

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

                               (1) If the Beneficiary is the Certificate
                                   Holder's surviving spouse, the Beneficiary
                                   will be the successor Certificate Holder of
                                   the Account on Aetna's records. Such
                                   successor Certificate Holder may exercise all
                                   Certificate Holder rights under the Contract
                                   and continue in the Accumulation Period, or
                                   may elect (i), (ii), or (iii) below. Under
                                   the Code, distributions from the Account are
                                   not required until the successor Certificate
                                   Holder's death. The Beneficiary may elect to:

                                   (i)   Apply some or all of the Adjusted
                                         Current Value of the Account to Annuity
                                         option 2, 3 or 4 (see 4.07);

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

                                   (iii) Receive, at any time, a lump sum
                                         payment equal to the Adjusted Current
                                         Value of the Account.

                               (2) If the Beneficiary is other than the
                                   Certificate Holder's surviving spouse, then
                                   options (i), (ii), or (iii) under (1) above
                                   apply. Any portion of the Adjusted Current
                                   Value of the Account not applied to Annuity
                                   option 2, 3 or 4 within one year of the
                                   Certificate Holder's death, must be
                                   distributed within five years of the date of
                                   death.

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

                                       24
<PAGE>

3.12 Death Benefit         (b) When the Certificate Holder is not the Annuitant
     Options available to      and the Certificate Holder dies, and:
     Beneficiary (Cont'd):     (1) If the Beneficiary is the Certificate
                                   Holder's surviving spouse, the Beneficiary
                                   will be the successor Certificate Holder of
                                   the Account on Aetna's records. Such
                                   successor Certificate Holder may exercise all
                                   Certificate Holder rights under the Contract
                                   and continue in the Accumulation Period, or
                                   may elect (i), (ii), or (iii) below. Under
                                   the Code, distributions from the Account are
                                   not required until the successor Certificate
                                   Holder's death. The Beneficiary may elect to:

                                   (i)   Apply some or all of the Adjusted
                                         Current Value of the Account to Annuity
                                         option 2, 3 or 4 (see 4.07);

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

                                   (iii) Receive, at any time, a lump sum
                                         payment equal to the Surrender Value of
                                         the Account.

                               (2) If the Beneficiary is other than the
                                   Certificate Holder's surviving spouse, then
                                   options (i), (ii), or (iii) under (1) above
                                   apply. Any portion of the Adjusted Current
                                   Value of the Account not applied to Annuity
                                   option 2, 3 or 4 within one year of the
                                   Certificate Holder's death will be subject to
                                   a Surrender Fee, if applicable, and must be
                                   distributed within five years of the date of
                                   death.

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

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

                                       25
<PAGE>

3.13 Liquidation of        All or any portion of the Account's Adjusted
     Surrender Value:      Current Value may be surrendered at any time.
                           Surrender requests can be submitted as a percentage
                           of the Account value or as a specific dollar amount.
                           Net Purchase Payment amounts are withdrawn first, and
                           then the excess value, if any. For any partial
                           surrender, amounts are withdrawn on a pro rata basis
                           from the Fund(s) and/or the Guaranteed Term(s) Groups
                           of the MG Account in which the Current Value is
                           invested. Within a Guaranteed Term Group, the amount
                           to be surrendered or transferred will be withdrawn
                           first from the oldest Deposit Period, then from the
                           next oldest, and so on until the amount requested is
                           satisfied.

                           After deduction of the Maintenance Fee, if
                           applicable, the surrendered amount shall be reduced
                           by a Surrender Fee, if applicable.

3.14 Surrender Fee:        The Surrender Fee only applies to the Net Purchase
                           Payment(s) portion surrendered and varies according
                           to the elapsed time since deposit (see Contract
                           Schedule I). Net Purchase Payment amounts are
                           withdrawn in the same order they were applied.

                           No Surrender Fee is deducted from any portion of the
                           Current Value which is paid:

                           (a) To a Beneficiary due to the Annuitant's death
                               before Annuity payments start, up to a maximum of
                               the aggregate Net Purchase Payment(s) minus the
                               total of all partial surrenders, amounts applied
                               to an Annuity and deductions made prior to the
                               Annuitant's date of death;

                           (b) As a premium for an Annuity option 2, 3 or 4
                               under this Contract (see 4.07);

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

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

                                       26
<PAGE>

3.14 Surrender Fee         (e) For a full surrender of the Account where the
     (Cont'd):                 Current Value of the Account is $2,500 or less
                               and no surrenders have been taken from the
                               Account within the prior 12 months;

                           (f) By Aetna under 3.17; or

                           (g) If the Annuitant has spent at least 45
                               consecutive days in a licensed nursing care
                               facility and each of the following conditions are
                               met:

                               (1) more than one calendar year has elapsed since
                                   the date the certificate was issued; and

                               (2) the surrender is requested within 3 years of
                                   admission to a licensed nursing care
                                   facility.

                               This waiver does not apply if the Annuitant was
                               in a nursing care facility at the time the
                               certificate was issued.

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

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

                           (b) As provided by federal law.

3.16 Reinstatement:        All or a portion of the proceeds of a full surrender
                           of an Account may be reinvested within 30 days after
                           the surrender. Any Maintenance Fee and Surrender Fee
                           charged at the time of surrender on the amount being
                           reinvested will be included in the reinstatement. Any
                           Market Value Adjustment(s) deducted from surrenders
                           will not be included in the reinstatement.

                                       27
<PAGE>

3.16 Reinstatement         Amounts will be reinstated among the MG Account and
     (Cont'd):             the Funds in the Separate Account in the same
                           proportion as they were at the time of surrender. Any
                           amounts reinstated to the MG Account will be credited
                           to the Guaranteed Terms available during the current
                           Deposit Period in the same proportion as they were at
                           the time of surrender. In the event that a Guaranteed
                           Term of the same duration is unavailable, amounts
                           will be reinvested in the next shortest Guaranteed
                           Term available in the current Deposit Period. If no
                           shorter Guaranteed Term is available, the next longer
                           Guaranteed Term will be used. The number of Fund(s)
                           Record Units reinstated will be based on the Record
                           Unit Value(s) next computed after receipt at Aetna's
                           Home Office of the reinstatement request and the
                           amount to be reinstated.

                           Any Maintenance Fee which falls due after the
                           surrender and before the reinstatement will be
                           deducted from the amount reinstated.

                           Any Account(s) surrendered because the Current Value
                           was less than $2,500 immediately following any
                           partial surrender may not be reinstated (see 3.17).

                           Reinstatement of an Account is permitted only once.

3.17 Payment of Adjusted   Upon 90 days' written notice to the Certificate
     Current Value:        Holder, Aetna will terminate any Account if the
                           Current Value becomes less than $2,500 immediately
                           following any partial surrender. Aetna does not
                           intend to exercise this right in cases where an
                           Account Current Value is reduced to $2,500 or less
                           solely due to investment performance. A Surrender Fee
                           will not be deducted from the Adjusted Current Value.
                           This terminated Adjusted Current Value of an Account
                           may not be reinstated.

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

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

                                       28
<PAGE>

4.01 Choices to            (a) The first day of the month following the
     be Made (Cont'd):         Annuitant's 85th birthday; or

                           (b) The tenth anniversary of the last Purchase
                               Payment. In lieu of the election of an Annuity,
                               the Certificate Holder may tell Aetna to make a
                               lump sum payment.

                           When an Annuity Option is chosen, Aetna must also be
                           told if payments are to be made other than monthly
                           and whether to pay:

                           (a) A Fixed Annuity using the General Account;

                           (b) A Variable Annuity using any of the Fund(s)
                               available under this Contract for Annuity
                               purposes; or

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

                           If a Fixed Annuity is chosen, the Annuity purchase
                           rate for the option chosen reflects the Minimum
                           Guaranteed Interest Rate (see Contract Schedule II),
                           but may reflect higher interest rates. If a Variable
                           Annuity is chosen, the initial Annuity payment for
                           the option chosen reflects the assumed annual return
                           rate elected. (see Contract Schedule II).

4.02 Terms of              (a) When payments start, the age of the Annuitant
     Annuity Options:          plus the number of years for which payments are
                               guaranteed must not exceed 95.

                           (b) An Annuity option may not be elected if the first
                               payment would be less than $50 or if the total
                               payments in a year would be less than $250 (less
                               if required by state law). Aetna reserves the
                               right to increase the minimum first Annuity
                               payment amount and the annual minimum Annuity
                               payment amount based upon increases reflected in
                               the Consumer Price Index-Urban, (CPI-U) since
                               July 1, 1993.

                           (c) If a Fixed Annuity under option 2, 3 or 4 is
                               chosen and a larger payment would result from
                               applying the Surrender Value to a current Aetna
                               single premium immediate Annuity, Aetna will make
                               the larger payment.

                                       29
<PAGE>

4.02 Terms of Annuity      (d) For purposes of calculating the guaranteed first
     Options (Cont'd):         payment of a Variable Annuity or the payments for
                               a Fixed Annuity, the Annuitant's and second
                               Annuitant's adjusted age will be used. The
                               Annuitant's and second Annuitant's adjusted age
                               is his or her age as of the birthday closest to
                               the Annuity commencement date reduced by one year
                               for Annuity commencement dates occurring during
                               the period of time from July 1, 1993 through
                               December 31, 1999. The Annuitant's and second
                               Annuitant's age will be reduced by two years for
                               Annuity commencement dates occurring during the
                               period of time from January 1, 2000 through
                               December 31, 2009. The Annuitant's and second
                               Annuitant's age will be reduced by one additional
                               year for Annuity commencement dates occurring in
                               each succeeding decade.

                           The Annuity purchase rates for options 3 and 4 are
                           based on mortality from 1983 Table a.

                           (e) Assumed Annual Net Return Rate is the interest
                               rate used to determine the amount of the first
                               Annuity payment under a Variable Annuity as shown
                               on Contract Schedule II. The Separate Account
                               must earn this rate plus enough to cover the
                               mortality and expense risks charges (which may
                               include profit) and administrative charges if
                               future Variable Annuity Payments are to remain
                               level, (see Annuity return factor under Variable
                               Annuity Assumed Annual Net Return Rate on
                               Contract Schedule II).

                           (f) Once elected, Annuity payments cannot be commuted
                               to a lump sum except for Variable Annuity
                               payments under option 2 (see 4.07). The life
                               expectancy of the Annuitant or the Annuitant and
                               second Annuitant shall be irrevocable upon the
                               election of an Annuity option.

                                       30
<PAGE>

4.03 Death of              (a) Certificate Holder is Annuitant: When the
     Annuitant/                Certificate Holder is the Annuitant and the
     Beneficiary:              Annuitant dies under option 2 or 3, or both the
                               Annuitant and the second Annuitant die under
                               option 4(d), the present value of any remaining
                               guaranteed payments will be paid in one sum to
                               the Beneficiary, or upon election by the
                               Beneficiary, any remaining payments will continue
                               to the Beneficiary. If option 4 has been elected
                               and the Certificate Holder dies, the remaining
                               payments will continue to the successor payee. If
                               no successor payee has been designated, the
                               Beneficiary will be treated as the successor
                               payee.

                           (b) Certificate Holder is Not Annuitant: When the
                               Certificate Holder is not the Annuitant and the
                               Certificate Holder dies, the remaining payments
                               under options 2, 3 or 4 will continue to the
                               successor payee. If no successor payee has been
                               designated, the Beneficiary will be treated as
                               the successor payee.

                               If the Annuitant dies under option 2 or 3, of if
                               both the Annuitant and the second Annuitant die
                               under option 4(d), the present value of any
                               remaining guaranteed payments will be paid in one
                               sum to the Beneficiary, or upon the election by
                               the Beneficiary, any remaining payments will
                               continue to the Beneficiary. If option 4 has been
                               elected, and the Annuitant dies, the remaining
                               payments will continue to the Certificate Holder.

                           (c) No Beneficiary Named/Surviving: If there is no
                               Beneficiary under option 2, 3, or 4, the present
                               value of any remaining payments will be paid in
                               one sum to the Certificate Holder, or if the
                               Certificate Holder is not living, then to the
                               Certificate Holder's estate.

                           (d) If the Beneficiary designated under option 1
                               dies, the amount held plus accrued interest will
                               be paid in one sum to a successor Beneficiary, if
                               any, named by the designated Beneficiary. If
                               there is no successor Beneficiary, the lump sum
                               will be paid to the designated Beneficiary's
                               estate.

                                       31
<PAGE>

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

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

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

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

                           (b) 1,000; multiplied by

                           (c) The payment rate for the option chosen.

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

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

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

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

                                       32
<PAGE>

4.05 Fund(s) Annuity Unit  The dollar value of a Fund Annuity unit values and
     Value -- Separate     Annuity payments may go up or down due to investment
     Account (Cont'd):     gain or loss.

4.06 Annuity Net Return    The Annuity net return factor(s) are used to compute
     Factor(s) --          all Separate Account Annuity Payments for any Fund.
     Separate Account:
                           The Annuity net return factor(s) for each Fund is
                           equal to 1.0000000 plus the net return rate.

                           The net return rate is equal to:

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

                           (b) The value of the shares of the Fund held by the
                               Separate Account at the start of the Valuation
                               Period; plus or minus

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

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

                           (e) A daily charge for Annuity mortality and expense
                               risks, which may include profit, and a daily
                               administrative charge ( at the annual rate as
                               shown on Contract Schedule II).

                           A net return rate may be more or less than 0%.

                           The value of a share of the Fund is equal to the net
                           assets of the Fund divided by the number of shares
                           outstanding.

                           Payments shall not be changed due to changes in the
                           mortality or expense results or administrative
                           charges.

                                       33
<PAGE>

4.07 Annuity Options:      Option 1 -- Payment of interest on Sum Left with
                           Aetna -- This option may be used only by the
                           Beneficiary when the Certificate Holder dies before
                           Aetna has started paying an Annuity. A portion or all
                           of the sum paid upon death may be held under this
                           option and will be held in the General Account of
                           Aetna at interest (see 4.01). The Beneficiary may
                           later tell Aetna to:

                           (a) Pay a portion or all of the sum held by Aetna; or

                           (b) Apply a portion or all of the sum held by Aetna
                               to any Annuity option below.

                           If a nonspouse Beneficiary elects that some or all of
                           the Current Value is to be held under this option,
                           the Beneficiary must tell Aetna to pay the full sum
                           held under this option within 5 years of the date of
                           death.

                           Option 2 -- Payments for a Stated Period of Time --
                           An Annuity will be paid for the number of years
                           chosen. The number of years must be at least 5 and
                           not more than 30.

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

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

                           Option 3 -- Life Income -- An Annuity will be paid
                           for the life of the Annuitant. If also chosen, Aetna
                           will guarantee payments for 60, 120, 180, or 240
                           months.

                           Option 4 -- Life Income Based upon the Lives of Two
                           Annuitants -- An Annuity will be paid during the
                           lives of the Annuitant and a second Annuitant.
                           Payments will continue until both Annuitants have
                           died. When this option is chosen, a choice must be
                           made of:

                                       34
<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

4.07 Annuity Options       (e) 100% of the payment to continue at the death of
     (Cont'd):                 the second Annuitant and 50% of the payment to
                               continue at the death of the Annuitant.

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


                                       35
<PAGE>

                                    OPTION 2

                      Payments for a Stated Period of Time

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

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


- -----------------------------------------------------------------------------
           Guaranteed     Monthly     Quarterly     Semi-Annual       Annual
 Years        Rate        Payment       Payment       Payment        Payment
- -----------------------------------------------------------------------------

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

                                       36
<PAGE>

                                    OPTION 3

                                   LIFE INCOME

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

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

                Payments Guaranteed for a Stated Period of Months

- -----------------------------------------------------------------------------
 Adjusted
  Age of         None          60          120         180         240
 Annuitant
- -----------------------------------------------------------------------------

    50          $ 4.05       $ 4.05      $ 4.03      $ 3.99      $ 3.93
    51            4.12         4.11        4.09        4.05        3.99
    52            4.19         4.19        4.16        4.11        4.04
    53            4.27         4.26        4.23        4.18        4.10
    54            4.35         4.34        4.31        4.25        4.16

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

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

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

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

    75            8.06         7.82        7.14        6.25        5.38
- -----------------------------------------------------------------------------

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

                                       37
<PAGE>

                                    OPTION 4

                           Life Income for Two Payees

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

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


- -------------------------------------------------------------------------------
   Adjusted Ages
- ---------------------
             Second
Annuitant   Annuitant   Option 4a  Option 4b  Option 4c   Option 4d   Option 4e
- -------------------------------------------------------------------------------

   55          50       $  3.69   $  4.05    $  4.27      $  3.69     $  4.03
   55          55          3.88      4.25       4.47         3.87        4.14
   55          60          3.99      4.44       4.71         3.98        4.42

   60          55          3.99      4.44       4.71         3.98        4.42
   60          60          4.24      4.71       4.99         4.23        4.57
   60          65          4.38      4.97       5.32         4.38        4.93

   65          60          4.38      4.97       5.32         4.38        4.93
   65          65          4.72      5.33       5.70         4.71        5.14
   65          70          4.93      5.68       6.15         4.91        5.66

   70          65          4.93      5.68       6.15         4.91        5.66
   70          70          5.40      6.21       6.70         5.36        5.96
   70          75          5.69      6.68       7.32         5.62        6.67

   75          70          5.69      6.68       7.32         5.62        6.67
   75          75          6.37      7.45       8.15         6.23        7.12
   75          80          6.78      8.11       8.99         6.54        8.13
- -------------------------------------------------------------------------------

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


                                       38
<PAGE>

                                    OPTION 2

                      Payments for a Stated Period of Time

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

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

- -----------------------------------------------------------------------------
           Guaranteed     Monthly     Quarterly      Semi-Annual     Annual
 Years        Rate        Payment       Payment         Payment     Payment
- -----------------------------------------------------------------------------

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

                                       39
<PAGE>

                                    OPTION 2

                      Payments for a Stated Period of Time

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

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- -----------------------------------------------------------------------------
          Guaranteed    Monthly     Quarterly    Semi-Annual      Annual
 Years       Rate       Payment      Payment       Payment        Payment
- -----------------------------------------------------------------------------

   3        5.00%      $  29.80   $  89.04       $  176.99      $  349.72
   4        5.00%         22.89      68.38          135.93         268.58
   5        5.00%         18.74      56.00          111.33         219.98
   6        5.00%         15.99      47.77           94.96         187.64
   7        5.00%         14.02      41.90           83.30         164.59
   8        5.00%         12.56      37.52           74.58         147.35
   9        5.00%         11.42      34.11           67.81         133.99
   10       5.00%         10.51      31.40           62.42         123.34
   11       5.00%          9.77      29.19           58.03         114.66
   12       5.00%          9.16      27.36           54.38         107.45
   13       5.00%          8.64      25.81           51.31         101.39
   14       5.00%          8.20      24.50           48.69          96.21
   15       5.00%          7.82      23.36           46.44          91.75
   16       5.00%          7.49      22.37           44.47          87.88
   17       5.00%          7.20      21.51           42.75          84.48
   18       5.00%          6.94      20.74           41.23          81.47
   19       5.00%          6.71      20.06           39.88          78.80
   20       5.00%          6.51      19.46           38.68          76.42
   21       5.00%          6.33      18.91           37.59          74.28
   22       5.00%          6.17      18.42           36.62          72.35
   23       5.00%          6.02      17.98           35.73          70.61
   24       5.00%          5.88      17.57           34.93          69.02
   25       5.00%          5.76      17.20           34.20          67.57
   26       5.00%          5.65      16.87           33.53          66.25
   27       5.00%          5.54      16.56           32.92          65.04
   28       5.00%          5.45      16.28           32.35          63.93
   29       5.00%          5.36      16.01           31.83          62.90
   30       5.00%          5.28      15.77           31.35          61.95
- -----------------------------------------------------------------------------

                                       40
<PAGE>


                                    OPTION 3

                                   LIFE INCOME

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                Payments Guaranteed for a Stated Period of Months

- -----------------------------------------------------------------------------
    Adjusted
Age of Annuitant        None        60         120         180        240
- -----------------------------------------------------------------------------

       50             $ 4.34      $ 4.34     $ 4.31      $ 4.27      $ 4.22
       51               4.41        4.40       4.38        4.33        4.27
       52               4.48        4.47       4.45        4.40        4.32
       53               4.56        4.55       4.52        4.46        4.38
       54               4.64        4.63       4.59        4.53        4.44

       55               4.72        4.71       4.67        4.60        4.50
       56               4.81        4.80       4.75        4.67        4.56
       57               4.91        4.89       4.84        4.75        4.62
       58               5.01        4.99       4.93        4.83        4.69
       59               5.12        5.10       5.03        4.92        4.75

       60               5.23        5.21       5.13        5.00        4.82
       61               5.36        5.33       5.24        5.09        4.88
       62               5.49        5.45       5.35        5.19        4.95
       63               5.63        5.59       5.47        5.28        5.02
       64               5.78        5.73       5.60        5.38        5.08

       65               5.94        5.89       5.73        5.48        5.15
       66               6.11        6.05       5.87        5.58        5.21
       67               6.29        6.22       6.02        5.69        5.27
       68               6.49        6.41       6.17        5.79        5.33
       69               6.70        6.60       6.33        5.90        5.38

       70               6.92        6.81       6.49        6.00        5.43
       71               7.17        7.04       6.66        6.10        5.48
       72               7.43        7.27       6.84        6.20        5.52
       73               7.71        7.53       7.02        6.30        5.55
       74               8.02        7.80       7.20        6.39        5.59

       75               8.35        8.08       7.38        6.48        5.62
- -----------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.

                                       41
<PAGE>

                                    OPTION 3

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

                Payments Guaranteed for a Stated Period of Months

- -----------------------------------------------------------------------------
    Adjusted
Age of Annuitant      None        60         120        180          240
- -----------------------------------------------------------------------------

       50           $ 5.26      $ 5.25     $ 5.22     $ 5.17       $ 5.11
       51             5.33        5.32       5.28       5.23         5.15
       52             5.40        5.38       5.34       5.29         5.20
       53             5.47        5.45       5.41       5.35         5.26
       54             5.54        5.53       5.48       5.41         5.31

       55             5.63        5.61       5.56       5.47         5.36
       56             5.71        5.69       5.63       5.54         5.42
       57             5.80        5.78       5.72       5.61         5.47
       58             5.90        5.88       5.81       5.69         5.53
       59             6.01        5.98       5.90       5.77         5.59

       60             6.12        6.09       6.00       5.85         5.65
       61             6.24        6.21       6.10       6.93         5.71
       62             6.37        6.33       6.21       6.02         5.77
       63             6.51        6.46       6.33       6.11         5.83
       64             6.66        6.60       6.45       6.20         5.89

       65             6.82        6.75       6.57       6.30         5.95
       66             6.99        6.91       6.71       6.39         6.01
       67             7.17        7.08       6.85       6.49         6.06
       68             7.36        7.27       6.99       6.59         6.12
       69             7.57        7.46       7.15       6.69         6.17

       70             7.80        7.67       7.30       6.78         6.21
       71             8.05        7.89       7.47       6.88         6.25
       72             8.31        8.13       7.64       6.97         6.29
       73             8.59        8.38       7.81       7.06         6.33
       74             8.90        8.64       7.99       7.15         6.36

       75             9.23        8.93       8.16       7.23         6.38
- -----------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       42
<PAGE>


                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- --------------------------------------------------------------------------------
     Adjusted Ages
- -----------------------
               Second
Annuitant    Annuitant   Option 4a  Option 4b  Option 4c  Option 4d  Option 4e
- -----------------------------------------------------------------------------

   55            50       $  3.97   $  4.35    $  4.56     $  3.97    $  4.31
   55            55          4.16      4.54       4.76        4.15       4.42
   55            60          4.27      4.73       5.00        4.26       4.48

   60            55          4.27      4.73       5.00        4.26       4.70
   60            60          4.51      4.99       5.27        4.50       4.84
   60            65          4.66      5.25       5.61        4.65       4.93

   65            60          4.66      5.25       5.61        4.65       5.22
   65            65          4.99      5.61       5.99        4.98       5.42
   65            70          5.19      5.97       6.44        5.17       5.54

   70            65          5.19      5.97       6.44        5.17       5.93
   70            70          5.67      6.49       6.99        5.62       6.23
   70            75          5.95      6.96       7.61        5.87       6.40

   75            70          5.95      6.96       7.61        5.87       6.95
   75            75          6.64      7.73       8.43        6.48       7.40
   75            80          7.04      8.39       9.29        6.79       7.64
- -----------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       43
<PAGE>

                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- -----------------------------------------------------------------------------
         Adjusted Ages
- --------------------------------
            Second
Annuitant  Annuitant   Option 4a   Option 4b   Option 4c   Option 4d   Option 4e
- ---------  ---------   ---------   ---------   ---------   ---------   ---------

   55          50       $  4.88    $  5.26     $  5.48      $  4.88     $  5.23
   55          55          5.04       5.44        5.66         5.04        5.32
   55          60          5.15       5.63        5.91         5.14        5.38

   60          55          5.15       5.63        5.91         5.14        5.59
   60          60          5.37       5.87        6.16         5.37        5.72
   60          65          5.52       6.14        6.51         5.51        5.80

   65          60          5.52       6.14        6.51         5.51        6.10
   65          65          5.83       6.49        6.87         5.82        6.29
   65          70          6.04       6.84        7.34         6.00        6.41

   70          65          6.04       6.84        7.34         6.00        6.81
   70          70          6.49       7.35        7.87         6.44        7.08
   70          75          6.77       7.84        8.51         6.68        7.25

   75          70          6.77       7.84        8.51         6.68        7.81
   75          75          7.45       8.60        9.33         7.27        8.25
   75          80          7.86       9.28       10.20         7.57        8.49
- -----------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       44
<PAGE>


- --------------------------------------------------------------------------------

                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 Farmington Ave.
                           Hartford, Connecticut 06156
                                 (800) 525-4225




             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.




                                       45


                    Aetna Life Insurance and Annuity Company

                        Home Office: 151 Farmington Ave.
                           Hartford, Connecticut 06156
                                 (800) 525-4225

             Aetna Life Insurance and Annuity Company, herein called Aetna,
           agrees to pay the benefits stated in this Contract.

Specifications
- --------------------------------------------------------------------------------
Plan
     MARATHON PLUS
- --------------------------------------------------------------------------------
Type of Plan
     INDIVIDUAL RETIREMENT ANNUITY ROLLOVER ACCOUNT
- --------------------------------------------------------------------------------
Contract Holder
     JOHN D. JONES
- --------------------------------------------------------------------------------
Contract No.
     SPECIMEN
- --------------------------------------------------------------------------------
Effective Date
     XXXXXXX XX, 1995
- --------------------------------------------------------------------------------
This Contract is Delivered in      YOUR STATE       and is Subject to the Laws
of that Jurisdiction

THE VARIABLE FEATURES OF THE GROUP CONTRACT ARE DESCRIBED IN PARTS III AND IV.

Right to Cancel
- --------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 10 days of receiving it, by
sending a written notice to Aetna at the above address or to the agent from whom
it was purchased. Aetna will return all payments made for this Contract within 7
days after it receives the notice of cancellation and this Contract at its Home
Office.

This page, the following pages, and the application make up the entire Contract.

Signed at the Home Office on the Effective Date.


     /s/ Dan Kearney                             /s/ Susan E. Schechter
         President                                   Secretary

G-CDA-IC (IR)

<PAGE>

             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.


                                       2
<PAGE>

Specifications

- --------------------------------------------------------------------------------
Guaranteed Interest Rate    There is a guaranteed interest rate for Purchase
                            Payment(s) held in the AG Account. (See Contract
                            Schedule I).

- --------------------------------------------------------------------------------
Deductions from the         There will be deductions for mortality and expense
Separate Account            risks and administrative fees (See Contract Schedule
                            I and II).

- --------------------------------------------------------------------------------
Deduction from Purchase Purchase Payment(s) are subject to a deduction for
Payment(s) premium taxes, if any (See 3.01.)

- --------------------------------------------------------------------------------
Surrender Fee               There will be a charge deducted upon surrender.
                            (See Contract Schedule I).


This Contract is a legal contract and constitutes the entire legal relationship
between Aetna and the Contract Holder.

READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail, all of the
rights and obligations of both you and Aetna. IT IS THEREFORE IMPORTANT THAT YOU
READ THIS CONTRACT CAREFULLY.


                                       3
<PAGE>

                               Contract Schedule I
                               Accumulation Period

Separate Account
- -------------------------------------------------------------------------------

Separate Account:          Variable Annuity Account B

Charges to Separate        A daily charge is deducted from any portion of the
Account:                   Current Value allocated to the Separate Account. The
                           deduction is the daily equivalent of the
                           annual effective percentages shown in the
                           following chart:

                           Administrative Charge                    0.15%
                           Mortality Risk Charge                    0.35%
                           Expense Risk Charge                      0.90%
                                                                    ----
                           Total Separate Account
                           Charges                                  1.40%

ALIAC Guaranteed Account (AG Account)
- -------------------------------------------------------------------------------

                           Minimum Guaranteed Interest Rate (effective annual
                           rate of return): 3.0%.

Separate Account and AG Account
- -------------------------------------------------------------------------------

Transfers:                 An unlimited number of Transfers may be made during
                           the Accumulation Period. Aetna allows 12 free
                           Transfers in any calendar year. Thereafter, Aetna
                           reserves the right to charge $10 for each subsequent
                           Transfer.

Maintenance Fee:           The annual Maintenance Fee is $30. If the Account's
                           Current Value is $50,000 or more on the date the
                           Maintenance Fee is to be deducted, the Maintenance
                           Fee is $0.

                                       4
<PAGE>

                         Contract Schedule I (Continued)
                               Accumulation Period

Separate Account and AG Account (Cont'd)
- --------------------------------------------------------------------------------

Surrender Fee:             For each surrender, the surrender fee will be
                           determined as follows:

                                                                 Surrender Fee
                                                               (as percentage of
                           Length of Time from Deposit of Net    Net Purchase
                           Purchase Payment (Years)                Payment)

                           Less than 2 years                           7%
                           2 or more but less than 4 years             6%
                           4 or more but less than 5 years             5%
                           5 or more but less than 6 years             4%
                           6 or more but less than 7 years             3%
                           7 years or more                             0%

Systematic Withdrawal      The specified payment or specified percentage may
Option (SWO):              not be greater than 10% of the Account's Current
                           Value at time of election.

See I. GENERAL DEFINITIONS for explanations.


                                       5
<PAGE>

                              Contract Schedule II
                                 Annuity Period

Separate Account
- --------------------------------------------------------------------------------

Charges to                 A daily charge at an annual effective rate of 1.25%
Separate Account:          for Annuity mortality and expense risks. The
                           administrative charge is stablished upon election of
                           an Annuity option. This charge will not exceed 0.25%.

Variable Annuity           If a Variable Annuity is chosen, an assumed annual
Assumed Annual             net return rate of 5.0% may be elected. If 5.0% is
Net Return Rate:           not elected, Aetna will use an assumed annual net
                           return rate of 3.5%.

                           The assumed annual net return rate factor for 3.5%
                           per year is 0.9999058.

                           The assumed annual net return rate factor for 5.0%
                           per year is 0.9998663.

                           If the portion of a Variable Annuity payment for any
                           Fund is not to decrease, the Annuity return factor
                           under the Separate Account for that Fund must be:

                           (a) 4.75% on an annual basis plus an annual return of
                               up to 0.25% to offset the administrative charge
                               set at the time Annuity payments commence if an
                               assumed annual net return rate of 3.5% is chosen;
                               or

                           (b) 6.25% on an annual basis plus an annual return of
                               up to 0.25% to offset the administrative charge
                               set at the time Annuity payments commence, if an
                               assumed annual net return rate of 5% is chosen.

Fixed Annuity
- --------------------------------------------------------------------------------

                           Minimum Guaranteed Interest Rate (effective annual
                           rate of return): 3.0%

See I. GENERAL DEFINITIONS for explanations.


                                       6
<PAGE>

                                TABLE OF CONTENTS

                                                                       Page

I.    GENERAL DEFINITIONS

      1.01    Account......................................................9
      1.02    Accumulation Period..........................................9
      1.03    Adjusted Current Value.......................................9
      1.04    Annuitant....................................................9
      1.05    Annuity......................................................9
      1.06    Beneficiary..................................................9
      1.07    Certificate Holder...........................................9
      1.08    Code.........................................................9
      1.09    Contract.....................................................9
      1.10    Contract Holder.............................................10
      1.11    Current Value...............................................10
      1.12    Deposit Period..............................................10
      1.13    Fixed Annuity...............................................10
      1.14    Fund(s).....................................................10
      1.15    General Account.............................................10
      1.16    Guaranteed Rates - AG Account...............................11
      1.17    Guaranteed Term.............................................11
      1.18    Guaranteed Term(s) Groups...................................11
      1.19    Maintenance Fee.............................................11
      1.20    ALIAC Guaranteed Account (AG Account).......................12
      1.21    Market Value Adjustment (MVA)...............................12
      1.22    Matured Term Value..........................................12
      1.23    Matured Term Value Transfer.................................12
      1.24    Maturity Date...............................................12
      1.25    Net Purchase Payment........................................12
      1.26    Nonunitized Separate Account................................12
      1.27    Purchase Payment............................................13
      1.28    Reinvestment................................................13
      1.29    Separate Account............................................13
      1.30    Surrender Value.............................................13
      1.31    Transfers...................................................14
      1.32    Valuation Period (Period)...................................14
      1.33    Variable Annuity............................................14

II.   GENERAL PROVISIONS

      2.01    Change of Contract..........................................14
      2.02    Change of Fund(s)...........................................15
      2.03    Nonparticipating Contract...................................16
      2.04    Payments and Elections......................................16
      2.05    State Laws..................................................16
      2.06    Control of Contract.........................................16

                                       7
<PAGE>

      2.07    Designation of Beneficiary..................................17
      2.08    Misstatements and Adjustments...............................17
      2.09    Incontestability............................................17
      2.10    Grace Period................................................17
      2.11    Individual Certificates.....................................17

III.  PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS

      3.01    Net Purchase Payment........................................17
      3.02    Certificate Holder's Account................................17
      3.03    Fund(s) Record Units -- Separate Account....................18
      3.04    Net Return Factor(s) -- Separate Account....................18
      3.05    Fund Record Unit Value -- Separate Account..................18
      3.06    Market Value Adjustment.....................................19
      3.07    Transfer of Current Value from the Funds or AG Account......20
      3.08    Reports.....................................................21
      3.09    Notice to the Certificate Holder............................21
      3.10    Loans.......................................................21
      3.11    Distribution Options........................................21
      3.12    Death Benefit Amount........................................26
      3.13    Death Benefit Options available to Beneficiary..............27
      3.14    Required Distribution to Certificate Holder/Beneficiary.....29
      3.15    Liquidation of Surrender Value..............................30
      3.16    Surrender Fee...............................................30
      3.17    Payment of Surrender Value..................................31
      3.18    Reinstatement...............................................31
      3.19    Payment of Adjusted Current Value...........................32

IV.   ANNUITY PROVISIONS

      4.01    Choices to be Made..........................................32
      4.02    Annuity Payments to Certificate Holder......................33
      4.03    Annuity Payments to Beneficiary.............................33
      4.04    Terms of Annuity Options....................................34
      4.05    Death of Annuitant/ Beneficiary.............................35
      4.06    Fund(s) Annuity Units -- Separate Account...................36
      4.07    Fund(s) Annuity Unit Value -- Separate Account..............36
      4.08    Annuity Net Return Factor(s) -- Separate Account............37
      4.09    Annuity Options.............................................38



                                       8
<PAGE>

I.  GENERAL DEFINITIONS
- --------------------------------------------------------------------------------

1.01 Account:              A record established for each Certificate Holder to
                           maintain the value of the Net Purchase Payments held
                           on his/her behalf during the Accumulation Period.

1.02 Accumulation Period:  The period during which the Net Purchase Payment is
                           applied to an Account to provide future Annuity
                           payment(s).

1.03 Adjusted Current      The Current Value of an Account plus or minus any
     Value:                aggregate AG Account MVA, if applicable. (See 1.21)


1.04 Annuitant:            The person whose life is measured for purposes of the
                           guaranteed death benefit and the duration of Annuity
                           payments under an Account. The Certificate Holder and
                           Annuitant must be the same person under an Account.

1.05 Annuity:              Payment of an income:

                           (a) For the life of one or two persons; (b) For a
                           stated period; or (c) For some combination of (a) and
                           (b).

1.06 Beneficiary:          The individual or estate entitled to receive any
                           payment from an Account upon the death of the
                           Annuitant.

1.07 Certificate Holder:   A person who purchases an interest in this Contract
                           as evidenced by a certificate.

1.08 Code:                 The Internal Revenue Code of 1986, as it may be
                           amended from time to time.

1.09 Contract:             This agreement between Aetna and the Contract Holder
                           to provide annuities which qualify as Individual
                           Retirement Annuities under Code Section 408(b) for
                           the exclusive benefit of the Certificate Holder(s) or
                           their Beneficiaries.

                                       9
<PAGE>

1.10 Contract Holder:      The entity to which the Contract is issued. The
                           Contract is offered to:

                           (a) National Association of Securities Dealers, Inc.
                               ("NASD") member broker-dealers selected by Aetna,
                               who have a minimum net capital of $250,000 or
                               more, including broker-dealer subsidiaries of
                               banks and savings and loan associations, to
                               provide Individual Retirement Annuities under
                               Code Section 408 to their customers; and

                           (b) Employers who sponsor Individual Retirement
                               Annuity plans under Code Section 408 for their
                               employees.

1.11 Current Value:        As of the most recent Valuation Period, the Net
                           Purchase Payment and any additional amount deposited
                           pursuant to 3.12 plus any interest added to the
                           portion allocated to the AG Account; and plus or
                           minus the investment experience of the portion
                           allocated to the Funds since deposit; less all
                           Maintenance Fees deducted, any amounts surrendered
                           and any amounts applied to an Annuity.

1.12 Deposit Period:       A calendar week, a calendar month, a calendar
                           quarter, or any other period of time specified by
                           Aetna during which the Net Purchase Payment,
                           Transfers and Reinvestments are accepted into the
                           AG Account for one or more Guaranteed Terms. Aetna
                           reserves the right to extend the Deposit Period.

1.13 Fixed Annuity:        An Annuity with payments that do not vary in amount.

1.14 Fund(s):              The open-end management investment companies
                           (mutual funds) in which the Separate Account invests.

1.15  General Account:     The Account holding the assets of Aetna, other than
                           those assets held in Aetna's separate accounts.


                                       10
<PAGE>

1.16 Guaranteed Rates -    Aetna will declare the interest rate(s) applicable to
     AG Account:           a specific Guaranteed Term at the start of the
                           Deposit Period for that Guaranteed Term. The rate(s)
                           are guaranteed by Aetna for that Deposit Period and
                           the ensuing Guaranteed Term. The Guaranteed Rates are
                           annual effective yields. That is, interest is
                           credited daily at a rate that will produce the
                           Guaranteed Rate over the period of a year. No
                           Guaranteed Rate will ever be less than the Minimum
                           Guaranteed Rate shown on Contract Schedule I.

                           For Guaranteed Terms of one year or less, one
                           Guaranteed Rate is credited for the full Guaranteed
                           Term. For longer Guaranteed Terms, an initial
                           Guaranteed Rate is credited from the date of deposit
                           to the end of a specified period within the
                           Guaranteed Term. There may be different Guaranteed
                           Rate(s) declared for subsequent specified time
                           intervals throughout the Guaranteed Term.

1.17 Guaranteed Term:      The period of time for which AG Account Guaranteed
                           Rates are guaranteed on Net Purchase Payments,
                           Transfers and Reinvestments made into a current
                           Deposit Period for the AG Account. Such period begins
                           on the day following the close of the Deposit Period
                           and ends on the designated Maturity Date. Guaranteed
                           Terms are offered at Aetna's discretion for various
                           lengths of time ranging up to and including ten
                           years.

                           During a Deposit Period, Aetna may make available any
                           number of Guaranteed Terms. The Certificate Holder
                           may allocate Net Purchase Payment and Transfers into
                           any or all of the available Guaranteed Terms.

1.18 Guaranteed Term(s)    All AG Account Guaranteed Term(s) with the same
     Groups:               length of time from the close of the Deposit Period
                           until the designated Maturity Date.

1.19 Maintenance Fee:      The Maintenance Fee (see Contract Schedule I) will be
                           deducted during the Accumulation Period from the
                           Current Value on each anniversary of the date the
                           Account is established and upon surrender of the
                           entire Account.

                                       11
<PAGE>

1.20 ALIAC Guaranteed      An accumulation option where Aetna guarantees
     Account (AG Account): stipulated rate(s) of interest for specified periods
                           of time. All assets of Aetna, including amounts in
                           the Nonunitized Separate Account, are available to
                           meet the guarantees under the AG Account.

1.21 Market Value          An adjustment to the amount withdrawn or transferred
     Adjustment (MVA):     from an AG Account Guaranteed Term prior to the end
                           of that Guaranteed Term. The adjustment reflects the
                           change in the value of the investment due to changes
                           in interest rates since the date of deposit and is
                           computed using the formula given in 3.06. The
                           adjustment is expressed as a percentage of each
                           dollar being withdrawn.

1.22 Matured Term Value:   The amount payable on an AG Account Guaranteed Term's
                           Maturity Date.

1.23 Matured Term Value    During the calendar month following an AG Account
     Transfer:             Maturity Date, the Certificate Holder may notify
                           Aetna's Home Office in writing to Transfer or
                           surrender all or part of the Matured Term Value, plus
                           interest at the new Guaranteed Rate accrued thereon,
                           from the AG Account without an MVA. This provision
                           only applies to the first such written request
                           received from the Certificate Holder during this
                           period for any Matured Term Value.

1.24 Maturity Date:        The last day of an AG Account Guaranteed Term.

1.25 Net Purchase          The Purchase Payment less premium taxes, as
     Payment:              applicable.

1.26 Nonunitized           A separate account set up by Aetna under Title 38,
     Separate Account:     Section 38a-433, of the Connecticut General Statutes,
                           that holds assets for AG Account Terms. There are no
                           discrete units for this Account. The Certificate
                           Holder does not participate in the investment gain or
                           loss from the assets held in the Nonunitized Separate
                           Account. Such gain or loss is borne entirely by
                           Aetna. These assets may be chargeable with
                           liabilities arising out of any other business of
                           Aetna.

                                       12
<PAGE>

1.27 Purchase Payment:     A cash payment accepted by Aetna at its Home Office
                           which is a rollover amount under Code Section 402(c),
                           403(a), 403(b)(8), or 408(d)(3). Aetna may require
                           verification that a rollover amount qualifies as such
                           under the Code. Payments to Simplified Employee
                           Pension plans and annual deductible and nondeductible
                           contributions to Individual Retirement Annuities are
                           not accepted under this Contract.

                           Aetna reserves the right to refuse to accept any
                           Purchase Payment at any time for any reason. No
                           advance notice will be given to the Contract Holder
                           or Certificate Holder.

1.28 Reinvestment:         Aetna will mail a notice to the Certificate Holder at
                           least 18 calendar days before a Guaranteed Term's
                           Maturity Date. This notice will contain the Terms
                           available during current Deposit Periods with their
                           Guaranteed Rate(s) and projected Matured Term Value.
                           If no specific direction is given by the Certificate
                           Holder prior to the Maturity Date, each Matured Term
                           Value will be reinvested in the current Deposit
                           Period for a Guaranteed Term of the same duration. If
                           a Guaranteed Term of the same duration is
                           unavailable, each Matured Term Value will
                           automatically be reinvested in the current Deposit
                           Period for the next shortest Guaranteed Term
                           available. If no shorter Guaranteed Term is
                           available, the next longer Guaranteed Term will be
                           used. Aetna will mail a confirmation statement to the
                           Certificate Holder the next business day after the
                           Maturity Date. This notice will state the Guaranteed
                           Term and Guaranteed Rate(s) which will apply to the
                           reinvested Matured Term Value.

1.29 Separate Account:     A separate account that buys and holds shares of the
                           Fund(s). Income, gains or losses, realized or
                           unrealized, are credited or charged to the Separate
                           Account without regard to other income, gains or
                           losses of Aetna. Aetna owns the assets held in the
                           Separate Account and is not a trustee as to such
                           amounts. This Separate Account generally is not
                           guaranteed and is held at market value. The assets of
                           the Separate Account, to the extent of reserves and
                           other contract liabilities of the Account, shall not
                           be charged with other Aetna liabilities.

1.30 Surrender Value:      The amount payable by Aetna upon the surrender of any
                           portion of an Account.

                                       13
<PAGE>

1.31 Transfers:            The movement of invested amounts among the available
                           Fund(s) and the AG Account under this Contract during
                           the Accumulation Period.

1.32 Valuation Period      The period of time for which a Fund determines its
     (Period):             net asset value, usually from 4:15 p.m. Eastern time
                           each day the New York Stock Exchange is open until
                           4:15 p.m. the next such day, or such other day that
                           one or more of the Funds determines its net asset
                           value.

1.33 Variable Annuity:     An Annuity with payments that vary with the net
                           investment results of one or more of the Funds under
                           the Separate Account.

II.  GENERAL PROVISIONS
- --------------------------------------------------------------------------------

2.01 Change of Contract:   Only an authorized officer of Aetna may change
                           the terms of this Contract. Aetna will notify the
                           Contract Holder in writing at least 30 days before
                           the effective date of any change. Any change will not
                           affect the amount or terms of any Annuity which
                           begins before the change.

                           Aetna reserves the right to refuse to accept any
                           Purchase Payment at any time for any reason. No
                           advance notice will be given to the Contract Holder
                           or Certificate Holder.

                           Aetna may make any change that affects the AG Account
                           Market Value Adjustment (3.06) with at least 30 days'
                           advance written notice to the Contract Holder and the
                           Certificate Holder. Any such change shall become
                           effective for any new Term and will apply to all
                           present and future Accounts.

                           Aetna reserves the right to change the terms of the
                           distribution option (3.11) for future elections and
                           discontinue the availability of these options after
                           proper notification.

                           Any change that affects any of the following under
                           this Contract will not apply to Accounts in existence
                           before the effective date of the change:

                                       14
<PAGE>

                           (a) Net Purchase Payment (1.25)

                           (b) AG Account Guaranteed Rate (1.16)

                           (c) Net Return Factor(s) -- Separate Account (3.04)

                           (d) Current Value (1.11)

                           (e) Surrender Value (1.30)

                           (f) Fund(s) Annuity Unit Value -- Separate Account
                               (4.05)

                           (g) Annuity options (4.09)

                           (h) Fixed Annuity Interest Rates (4.01)

                           (i) Transfers (1.31).

                           Any change that affects the Annuity options and the
                           tables for the options may be made:

                           (a) No earlier than 12 months after the effective
                               date of this Contract; and

                           (b) No earlier than 12 months after the effective
                               date of any prior change.

2.01 Change of Contract    Any Account established on or after the effective
 (Cont'd):                 date of any change will be subject to the change. If
                           the Contract Holder does not agree to any change
                           under this provision, no new Accounts may be
                           established under this Contract. This Contract may
                           also be changed as deemed necessary by Aetna to
                           comply with federal or state law.

2.02 Change of Fund(s): Aetna, or the Separate Account, may:

                           (a) Change the Fund(s) which may be invested in by
                               the Separate Account; and

                           (b) Replace the shares of any Fund(s) held in the
                               Separate Account with shares of any other
                               Fund(s).

                           Changes must be:

                           (a) Approved by a majority vote in the Separate
                               Account with respect to the Fund(s) whose shares
                               are to be replaced; or

                           (b) Deemed necessary by Aetna under the Investment
                               Company Act of 1940; or

                           (c) Deemed necessary by Aetna to accomplish the
                               purpose of the Separate Account.

                           Aetna will notify the Contract Holder and the
                           Certificate Holder of any change.

                                       15
<PAGE>

2.03 Nonparticipating      The Contract Holder, Certificate Holders or
     Contract:             Beneficiaries will not have a right to share in the
                           earnings of Aetna.

2.04 Payments and          While the Certificate Holder is living, Aetna will
     Elections:            pay the Certificate Holder any Annuity payments as
                           and when due. After the Certificate Holder's death,
                           any Annuity payments required to be made will be paid
                           in accordance with 4.05. Aetna will determine other
                           payments and/or elections as of the end of the
                           Valuation Period in which the request is received at
                           its Home Office. Such payments will be made within 7
                           calendar days of receipt at its Home Office of a
                           written claim for payment which is in good order,
                           except as provided in 3.17.

2.05 State Laws:           The Contract and the Certificates comply with the
                           laws of the state in which they are delivered. Any
                           surrender, death, or Annuity payments are equal to or
                           greater than the minimum required by such laws.
                           Annuity tables for legal reserve valuation shall be
                           as required by state law. Such tables may be
                           different from Annuity tables used to determine
                           Annuity payments.

2.06 Control of Contract:  This is a Contract between the Contract Holder and
                           Aetna. The Contract Holder has itle to the Contract.
                           Contract Holder rights are limited to accepting or
                           rejecting Contract modifications.

                           Each Certificate Holder has a nonforfeitable right to
                           all amounts held in his or her Account. Each
                           Certificate Holder may make any choices allowed by
                           this Contract for his or her Account. choices made
                           under this Contract must be in writing. Until receipt
                           of such choices at Aetna's Home Office, Aetna may
                           rely on any previous choices made.

                           The Contract is not subject to the claims of any
                           creditors of the Contract Holder or the Certificate
                           Holder except to the extent permitted by law.

                           The Account may not be attached, alienated, or
                           subject to the claims of any creditors of the
                           Certificate Holder except to the extent permitted by
                           law. The Account is nontransferable by the
                           Certificate Holder. The Certificate Holder may not
                           assign, transfer, pledge or use as collateral his or
                           her rights under the Contract.

                                       16
<PAGE>

2.07 Designation of        Each Certificate Holder shall name his or her
     Beneficiary:          Beneficiary. The Beneficiary may be changed at any
                           time. Changes to a Beneficiary must be submitted to
                           Aetna's Home Office in writing and will not be
                           effective until accepted by Aetna.

2.08 Misstatements         If Aetna finds the age of any Annuitant to be
     and Adjustments:      misstated, the correct facts will be used to adjust
                           payments.

2.09 Incontestability:     Aetna cannot cancel this Contract because of any
                           error of fact on the application. Aetna cannot cancel
                           an Account because of any error of fact on the
                           enrollment form.

2.10 Grace Period:         This Contract will remain in effect except as
                           provided in the Payment of Adjusted Current Value
                           provision (see 3.19).

2.11 Individual            Aetna shall issue a certificate to each Certificate
     Certificates:         Holder. The certificate will summarize certain
                           provisions of the Contract. Certificates are for
                           information only and are not a part of the Contract.

III.  PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------------------------------------------------------

3.01 Net Purchase Payment: This amount is the actual Purchase Payment less any
                           premium tax. Aetna will generally deduct the premium
                           tax when Annuity benefits are elected (see Part IV).
                           If Aetna determines that under applicable state law,
                           it must pay a premium tax when the Purchase Payment
                           is received or at any other time, it will deduct the
                           tax at that time.

                           The Net Purchase Payment will be credited among:

                           (a) The current Deposit Period(s) for Guaranteed
                               Terms under the AG Account; and

                           (b) The Fund(s) in which the Separate Account
                               invests.

                           The Certificate Holder shall tell Aetna the
                           allocation percentage to be applied to the current
                           Deposit Period for each of the available Guaranteed
                           Terms in the AG Account and/or each Fund.

3.02 Certificate           Aetna will maintain an Account for each Certificate
     Holder's Account:     Holder.

                                       17
<PAGE>

                           Aetna will declare from time to time the
                           acceptability and the minimum amount for a Purchase
                           Payment.

3.03 Fund(s) Record        The portion of the Net Purchase Payment applied to
     Units -- Separate     each Fund under the Separate Account will determine
     Account:              the number of Fund record units for that Fund. This
                           number is equal to the portion of the Net Purchase
                           Payment applied to each Fund divided by the Fund
                           record unit value (see 3.05) for the Valuation Period
                           in which the Purchase Payment is received in good
                           order at Aetna's Home Office.

3.04 Net Return            The net return factor(s) are used to compute all
     Factor(s) --          Separate Account record units for any Fund.
     Separate Account:
                           The net return factor(s) for each Fund is equal to
                           1.0000000 plus the net return rate.

                           The net return rate is equal to:

                           (a) The value of the shares of the Fund held by the
                               Separate Account at the end of the Valuation
                               Period; minus

                           (b) The value of the shares of the Fund held by the
                               Separate Account at the start of the Valuation
                               Period; plus or minus

                           (c) Taxes (or reserves for taxes) on the Separate
                               Account (if any); divided by

                           (d) The total value of the Fund(s) record units and
                               Fund(s) annuity units of the Separate Account at
                               the start of the Valuation Period; minus

                           (e) A daily Separate Account charge at an annual rate
                               as shown on Contract Schedule I for mortality and
                               expense risks, which may include profit; and a
                               daily administrative charge.

                           A net return rate may be more or less than 0%. The
                           value of a share of the Fund is equal to the net
                           assets of the Fund divided by the number of shares
                           outstanding.

3.05 Fund(s) Record Unit   A Fund record unit value is computed by multiplying
     Value -- Separate     the net return factors for the current Valuation
     Account:              Period by the Fund record unit value for the previous
                           Period. The dollar value of a Fund record units,
                           Separate Account assets, and Variable Annuity
                           payments may go up or down due to investment gain or
                           loss.

                                       18
<PAGE>

3.06 Market Value          There will be an MVA for a withdrawal from the AG
     Adjustment:           Account before the end of a Guaranteed Term when the
                           withdrawal is due to:

                           (a) A Transfer: except as specified in AG Account
                               Matured Term Value Transfer;

                           (b) A full or partial surrender, including a 10% free
                               withdrawal under 3.16; or

                           (c) An election of Annuity option 2 (see 4.09).

3.06 Market Value          Full and partial surrenders and Transfers made within
     Adjustment            six months after the date of the Annuitant's death
     (Cont'd):             will be the greater of:

                           (a) The aggregate MVA amount which is the sum of all
                               market value adjusted amounts calculated due to a
                               withdrawal of amounts. This total may be greater
                               or less than the Current Value of those amounts;
                               or

                           (b) The applicable portion of the Current Value in
                               the AG Account.

                           After the six-month period, the surrender or Transfer
                           will be the aggregate MVA amount, which may be
                           greater or less than the Current Value of those
                           amounts.

                           The greater of the aggregate MVA amount or the
                           applicable portion of the Current Value applies to
                           amounts withdrawn from the AG Account on account of
                           an election of Annuity options 3 or 4 (see 4.09).

                           Market value adjusted amounts will be equal to the
                           amount withdrawn multiplied by the following ratio:

                                      x
                                     ---
                                     365
                              (1 + i)
                              --------
                                       x
                                      ---
                                      365
                              (1 + j)

                                       19
<PAGE>

                           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.

3.06 Market Value          The Deposit Period Yield will be determined as
     Adjustment            follows:
     (Cont'd):
                           (a) At the close of the last business day of each
                               week of the Deposit Period, a yield will be
                               computed as the average of the yields on that day
                               of U.S. Treasury Notes which mature in the last
                               three months of the Guaranteed Term.

                           (b) The Deposit Period Yield is the average of those
                               yields for the Deposit Period. If withdrawal is
                               made before the close of the Deposit Period, it
                               is the average of those yields on each week
                               preceding withdrawal.

                           The Current Yield is the average of the yields on the
                           last business day of the week preceding withdrawal on
                           the same U.S. Treasury Notes included in the Deposit
                           Period Yield.

                           In the event that no U.S. Treasury Notes which mature
                           in the last three months of the Guaranteed Term
                           exist, Aetna reserves the right to use the U.S.
                           Treasury Notes that mature in the following quarter.

3.07 Transfer of           Before an Annuity option is elected, all or any
     Current Value         portion of the Adjusted Current Value of the
     from the Funds        Certificate Holder's Account may be transferred from
     or AG Account         any Fund or Guaranteed Term of the AG Account:

                           (a) To any other Fund; or

                           (b) To any Guaranteed Term of the AG Account
                               available in the current Deposit Period.

                           Transfer requests can be submitted as a percentage or
                           as a dollar amount. Aetna may establish a minimum
                           transfer amount. Within a Guaranteed Term Group, the
                           amount to be surrendered or transferred will be
                           withdrawn first from the oldest Deposit Period, then
                           from the next oldest, and so on until the amount
                           requested is satisfied.

                                       20
<PAGE>

                           The Certificate Holder may make an unlimited number
                           of Transfers during the Accumulation Period. The
                           number of free Transfers allowed by Aetna is shown on
                           Contract Schedule I. Additional Transfers may be
                           subject to a Transfer fee as shown on Contract
                           Schedule I. Transfers from the AG Account of a
                           Matured Term Value on or within one calendar month of
                           a Term's Maturity Date do not count against the
                           annual Transfer limit.

3.07 Transfer of Current   Amounts applied to Guaranteed Terms of the AG Account
     Value from the Funds  may not be transferred to the Funds or to another
     or AG Account         Guaranteed Term during the Deposit Period or for 90
     (cont'd):             days after the close of the Deposit Period except for
                           Matured Term Value(s) during the calendar month
                           following the Term's Maturity Date.

                           Transfers from Guaranteed Terms of the AG Account are
                           subject to the MVA provisions of 3.06.

3.08 Reports:              Aetna, as issuer of the Contract, will make any
                           reports required of it by federal law. Aetna will
                           furnish annual calendar year reports concerning the
                           status of the annuity.

3.09 Notice to the         The Certificate Holder will receive quarterly
     Certificate Holder:   statements from Aetna of:

                           (a) The value of any amounts held in:

                               (1) The AG Account; and (2) The Fund(s) under the
                               Separate Account.

                           (b) The number of any Fund(s) record units; and

                           (c) The Fund(s) record unit value.

                           Such number or values will be as of a specific date
                           no more than 60 days before the date of the notice.

3.10 Loans:                Loans are not available under this Contract.

3.11 Distribution          The following distribution options may be elected by
     Options:              the Certificate Holder during the Accumulation
                           Period.

                                       21
<PAGE>

3.11 Distribution          (a) Estate Conservation Option (ECO) - A distribution
     Options:                  option under which a portion of the Account's
                               Current Value will automatically be surrendered
                               and distributed each year. ECO payments will be
                               calculated based on the Account's full Current
                               Value. The distributed amount will be withdrawn
                               pro rata from each investment option used under
                               the Account. A Surrender Fee will not be deducted
                               from any portion of the Adjusted Current Value
                               which is paid as a distribution under ECO.
                               Certificate Holders should consult their tax
                               adviser prior to requesting this distribution
                               option. Aetna will not be responsible for any
                               adverse tax consequences due to receiving ECO
                               payments.

3.11 Distribution              (1) Amount of Distribution: Each year that ECO is
     Options (Cont'd):             in effect, Aetna will calculate and
                                   distribute an amount equal to the minimum
                                   required distribution under the Code. The
                                   annual distribution will be determined by
                                   dividing the Current Value as of December 31
                                   of the year prior to the payment year, by a
                                   life expectancy factor.

                                   The Certificate Holder, or spouse Beneficiary
                                   if ECO is elected after the Certificate
                                   Holder's death, shall elect either single
                                   life expectancy or joint life expectancy.
                                   Life expectancy is computed by use of the
                                   expected return multiples in Table V and VI
                                   of section 1.72-9 of the Income Tax
                                   Regulations.

                                   Joint life expectancy can only be elected
                                   based on the joint life expectancy of the
                                   Certificate Holder and his or her
                                   Beneficiary. If the Certificate Holder makes
                                   any changes in the Beneficiary designation
                                   under the Certificate, ECO distributions
                                   after the change will be recalculated as
                                   required by IRS regulations.

                                       22
<PAGE>

                                   Life expectancies shall be recalculated
                                   annually. If the joint life expectancy is
                                   elected with a non-spouse Beneficiary, the
                                   life expectancy of the non-spouse Beneficiary
                                   may not recalculated. Instead, the life
                                   expectancy will be calculated using the
                                   attained age of the Beneficiary during the
                                   calendar year in which the Certificate Holder
                                   attains age 70 1/2, and payments for
                                   subsequent years shall be recalculated based
                                   on such life expectancy reduced by one for
                                   each calendar year which has elapsed since
                                   the calendar year life expectancy was first
                                   calculated.

                                   If joint life expectancy is elected with a
                                   spouse Beneficiary, at the death of either,
                                   the payments can continue and will be
                                   calculated based solely on the survivor's
                                   life expectancy. If joint life expectancy is
                                   elected with a non-spouse Beneficiary and the
                                   non-spouse Beneficiary dies first, payments
                                   will continue based on the joint life
                                   expectancy.

3.11 Distribution                  If a single life expectancy is elected and
     Options (Cont'd):             the Certificate Holder dies, or if a joint
                                   life expectancy is elected and the survivor
                                   dies, the death benefits determined under
                                   Section 3.12 will be paid to the Beneficiary
                                   in a lump sum not later than December 31
                                   following the year of death.

                               (2) Minimum Initial Current Value: At its
                                   discretion, Aetna may require a minimum
                                   initial Account Current Value for election of
                                   this option. If after election of this
                                   option, the Current Value is insufficient to
                                   make a scheduled ECO payment, Aetna will
                                   distribute the entire Account balance.

                               (3) Date of Distribution: Distribution will be
                                   made annually on the 15th of any month or
                                   such other date Aetna may designate or allow.
                                   The Certificate Holder shall specify an
                                   initial distribution month, not earlier than
                                   the calendar date in which the Certificate
                                   Holder attains age 70 1/2, or such later time
                                   when distributions must commence as specified
                                   under the Code, whichever is appropriate. For
                                   a spouse Beneficiary, the earliest date is
                                   the date of the Certificate Holder's death.

                                       23
<PAGE>

                               (4) Election and Revocation: ECO may be elected
                                   by the Certificate Holder by submitting a
                                   written request to Aetna at its Home Office.

                               Once elected, this option may be revoked by the
                               Certificate Holder, or spouse Beneficiary if
                               elected after the Certificate Holder's death, by
                               submitting a written request to Aetna at its Home
                               Office. Any revocation will apply only to amounts
                               not yet paid. The Certificate Holder assumes
                               responsibility for compliance with minimum
                               distribution rules under the Code. ECO may be
                               elected only once by the Certificate Holder or by
                               a spouse Beneficiary.

3.11 Distribution          (b) Systematic Withdrawal Option (SWO): A
     Options (Cont'd):         distribution option under which a portion of the
                               Account's Current Value will automatically be
                               surrendered and distributed each year. SWO
                               payments will be calculated based on the
                               Account's Current Value. The distributed amount
                               will be withdrawn pro rata from each investment
                               option used under the Account. A Surrender Fee
                               will not be deducted from any portion of the
                               Adjusted Current Value which is paid as a
                               distribution under SWO. Certificate Holders
                               should consult their tax adviser prior to
                               requesting this distribution option. Aetna will
                               not be responsible for any adverse tax
                               consequences due to receiving SWO payments.

                               (1) Amount of Distribution: The Certificate
                                   Holder may elect one of the three payment
                                   methods described below.

                                   (i)   Specified Payment: Payments of a
                                         designated dollar amount. The annual
                                         amount may not be greater than the
                                         percentage of the Current Value at time
                                         of election as shown on Contract
                                         Schedule I. This annual dollar amount
                                         will remain constant. At its
                                         discretion, Aetna may require a minimum
                                         initial payment amount; or

                                       24
<PAGE>

                                   (ii)  Specified Period: Payments made over a
                                         period of time of at least 10 years.
                                         The maximum specified period shall be
                                         determined under the Code minimum
                                         distribution rules. The annual amount
                                         paid each year is calculated by
                                         dividing the Account's Current Value as
                                         of December 31 of the prior year by the
                                         number of payment years remaining; or

3.11 Distribution                  (iii) Specified Percentage: Payment of a
     Options (Cont'd):                   designated percentage which cannot be
                                         greater than the percentage of the
                                         Current Value at the time of election
                                         as shown on Contract Schedule I. The
                                         percentage may be changed by written
                                         request. Aetna reserves the right to
                                         limit the number of times the
                                         percentage may be changed. The annual
                                         amount is calculated by multiplying the
                                         Current Value as of December 31 of the
                                         year prior to the payment year by the
                                         designated percentage.

                                         Payments will be made until the year
                                         the Certificate Holder attains age
                                         70-1/2 or, if elected by the spouse
                                         Beneficiary, the year the Certificate
                                         Holder would have attained age 70-1/2.

                                   Under both the Specified Payment and
                                   Specified Period payment methods, a higher
                                   amount shall be paid in any year if required
                                   under the Code minimum distribution rules.
                                   For purposes of this determination, life
                                   expectancy for the initial distribution year
                                   shall be calculated based on single life
                                   expectancy Table V of Section 1.72-9 of the
                                   Income Tax Regulations. With each subsequent
                                   year, the life expectancy will be the life
                                   expectancy for the previous year reduced by
                                   one.

                                   Payments upon the Certificate Holder's death
                                   will be made to the Beneficiary in the manner
                                   described in 3.13.

                                       25
<PAGE>

                               (2) Minimum Initial Current Value: At its
                                   discretion, Aetna may require a minimum
                                   initial Current Value for election of this
                                   option. If after election of this option the
                                   Current Value is insufficient to make a
                                   scheduled SWO payment, Aetna will distribute
                                   the entire Account balance.

3.11 Distribution              (3) Date of Distribution: The Certificate Holder
     Options (Cont'd):             shall specify the initial distribution date.
                                   The earliest date for distribution is the
                                   first date on which the Certificate Holder
                                   attains age 59 1/2. As elected by the
                                   Certificate Holder, SWO payments will be made
                                   on a monthly, quarterly, semi-annual or
                                   annual basis. If SWO payments are to be made
                                   more frequently than annually, the designated
                                   annual amount is divided by the number of
                                   payments due each year. Subsequent
                                   distributions will be made on the 15th of any
                                   month or such other date Aetna may designate
                                   or allow.

                               (4) Election and Revocation: SWO may be elected
                                   by the Certificate Holder, or spouse
                                   Beneficiary if elected after the Certificate
                                   Holder's death, by submitting a completed and
                                   signed election form to Aetna's Home Office.

                                   Once elected, this option may be revoked by
                                   the Certificate Holder, or spouse Beneficiary
                                   if elected after the Certificate Holder's
                                   death, by submitting a written request to
                                   Aetna at its Home Office. Any revocation will
                                   apply only to amounts not yet paid. SWO may
                                   be elected only once by the Certificate
                                   Holder or by the spouse Beneficiary.

3.12 Death Benefit         If the Certificate Holder/Annuitant dies before
     Amount:               Annuity payments start, the beneficiary is entitled
                           to a death benefit under the Account. The claim date
                           is the date when proof of death and the Beneficiary's
                           claim are received in good order at Aetna's Home
                           Office. The amount of the death benefit is determined
                           as follows:

                           (a) Death of Certificate Holder/Annuitant less than
                               75 years of age: The guaranteed death benefit is
                               the greatest of:

                               (1) The net Purchase Payment made to the Account
                                   minus the sum of all amounts surrendered,
                                   applied to an Annuity, or deducted from the
                                   Account;

                                       26
<PAGE>

3.12 Death Benefit             (2) The step up value as of the date of death
     Amount (Cont'd):              minus the total of all partial surrenders,
                                   amounts applied to an Annuity and deductions
                                   made from the Account since determination of
                                   the step up value. The step up value is the
                                   Current Value on the most recent seventh year
                                   anniversary of the date the first Net
                                   Purchase Payment is applied to the Account;

                               (3) The Account's Current Value as of the date of
                                   death.

                               The excess, if any, of the guaranteed death
                               benefit value over the Account's Current Value is
                               determined as of the date of death. Any excess
                               amount will be deposited to the Account and
                               allocated to Aetna Variable Encore Fund as of the
                               claim date. The Current Value on the claim date
                               plus any excess amount deposited becomes the
                               Account's Current Value.

                           (b) Death of Certificate Holder/Annuitant age 75 or
                               greater: The death benefit amount is the Account
                               Current Value on the claim date.

3.13 Death Benefit         Prior to any election, or until amounts must be
     Options Available     otherwise distributed under this section, the Current
     to Beneficiary:       Value of the Account will be retained in the Account.
                           The Beneficiary has the right under the Account to
                           allocate or reallocate any amount to any of the
                           available investment options (subject to an MVA, as
                           applicable). The following options are available to
                           the Beneficiary:

                           (a) If the Beneficiary is the Certificate Holder's
                               surviving spouse, the surviving spouse may
                               exercise all rights under the Contract and
                               continue in the Accumulation Period, or may elect
                               (1), (2), or (3) below. Under the Code,
                               distributions from the Account are not required
                               until December 31st of the year in which the
                               original Certificate Holder would have attained
                               age 70-1/2. The Beneficiary may elect to:

                               (1) Apply some or all of the Adjusted Current
                                   Value of the Account to Annuity option 2, 3
                                   or 4 (See 4.09);

                               (2) Apply some or all of the Adjusted Current
                                   Value of the Account to Annuity option 1 (see
                                   4.09); or

                                       27
<PAGE>

3.13 Death Benefit             (3) Receive, at any time, a lump sum payment
     Options Available             equal to the Adjusted Current Value of the
     to Beneficiary                Account.
     (Cont'd):
                               If ECO is in effect on the Certificate Holder's
                               date of death, the surviving spouse can elect to
                               continue receiving ECO payments if a joint life
                               expectancy was chosen. Otherwise, the surviving
                               spouse must receive a lump sum payment equal to
                               the Adjusted Current Value.

                               If SWO is in effect and the Certificate Holder
                               dies before the required beginning date for
                               minimum distributions (see 3.14), SWO payments
                               will cease and the surviving spouse may claim the
                               death benefit in accordance with the terms of
                               this section.

                               If SWO is in effect and the Certificate Holder
                               dies after the required beginning date for
                               minimum distributions, the surviving spouse may
                               elect to continue receiving the SWO payments.
                               Otherwise, the surviving spouse must elect to
                               receive a lump sum payment equal to the Adjusted
                               Current Value.

                           (b) If the Beneficiary is other than the Certificate
                               Holder's surviving spouse, then options (1), (2),
                               or (3) under (a) above apply. Any portion of the
                               Adjusted Current Value of the Account that is not
                               applied to Annuity option 2, 3 or 4 by December
                               31st of the year following the year of the
                               Certificate Holder's death must be distributed by
                               December 31st of the year containing the fifth
                               anniversary of the Certificate Holder's date of
                               death.

                               If ECO or SWO is in effect on the Certificate
                               Holder's date of death, the Beneficiary must
                               receive an automatic and immediate lump sum
                               payment equal to the Adjusted Current Value.

                           (c) If no Beneficiary exists, a lump sum payment
                               equal to the Adjusted Current Value will be made
                               to the Certificate Holder's estate.

                                       28
<PAGE>

3.14 Required Distribution (a) Certificate Holder: The entire interest of the
     to Certificate            Certificate Holder will be distributed or begin
     Holder/Beneficiary:       to be distributed no later than April 1 following
                               the calendar year in which the Certificate Holder
                               attains age 70-1/2 (required beginning date),
                               over (a) the life of the Certificate Holder, or
                               the lives of the Certificate Holder and his or
                               her designated Beneficiary, or (b) a period
                               certain not extending beyond the life expectancy
                               of the Certificate Holder, or the joint and last
                               survivor expectancy of the Certificate Holder and
                               his or her designated Beneficiary. Payments must
                               be made in periodic payments at intervals no
                               longer than one year. In addition, payments must
                               be either nonincreasing or they may increase only
                               as provided in Q&A F-3 of section 1.401(a)(9)-1
                               of the Proposed Income Tax Regulations.

                               All distributions made hereunder shall be made in
                               accordance with the requirements of section
                               401(a)(9) of the Code, and the regulations
                               thereunder, including the minimum distribution
                               incidental benefit requirement of section
                               1.401(a)(9)-2 of the Proposed Income Tax
                               Regulations.

                               Distribution may be an Annuity as set forth in
                               Sections 4.01 through 4.04, payments under ECO or
                               SWO as defined in Section 3.11, or a lump sum
                               payment.

                           (b) Beneficiary: If the Certificate holder dies after
                               distribution of his or her interest has begun,
                               the remaining portion of such interest will
                               continue to be distributed at least as rapidly as
                               under the method of distribution being used prior
                               to the Certificate Holder's death.

                               Distributions are considered to have begun if
                               distributions are made on account of the
                               Certificate Holder's reaching his or her required
                               beginning date or if prior to the required
                               beginning date distributions irrevocably commence
                               to the Certificate Holder over a period permitted
                               and in an Annuity form acceptable under section
                               1.401(a)(9) of the Income Tax Regulations.

                                       29
<PAGE>

3.15 Liquidation           All or any portion of the Account's Adjusted Current
     of Surrender          Value may be surrendered at any time. Surrender
     Value:                requests can be submitted as a percentage of the
                           Account value or as a specific dollar amount. The Net
                           Purchase Payment amount is withdrawn first, and then
                           the excess value, if any. Amounts are withdrawn on a
                           pro rata basis from the Fund(s) and/or the Guaranteed
                           Term(s) Groups of the AG Account in which the Current
                           Value is invested. Within a Guaranteed Term Group,
                           the amount to be surrendered or transferred will be
                           withdrawn first from the oldest Deposit Period, then
                           from the next oldest, and so on until the amount
                           requested is satisfied.

                           After deduction of the Maintenance Fee, if
                           applicable, the surrendered amount shall be reduced
                           by a Surrender Fee, if applicable.

3.16 Surrender Fee:        The Surrender Fee only applies to the Net Purchase
                           Payment portion surrendered and varies according to
                           the elapsed time since deposit (see Contract
                           Schedule I).

                           No Surrender Fee is deducted from any portion of the
                           Current Value which is paid:

                           (a) To a Beneficiary due to the Certificate Holder's
                               death before Annuity payments start;

                           (b) As a premium for an Annuity option 2, 3 or 4
                               under this Contract (see 4.09);

                           (c) As a distribution under the ECO or SWO provision
                               (see 3.11);

                           (d) At least 12 months after the date of the first
                               Purchase Payment to the Account, in an amount
                               equal to or less than 10% of the Current Value.
                               This applies to the first surrender request,
                               partial or full, in a calendar year. The Current
                               Value is calculated as of the date the surrender
                               request is received in good order at Aetna's Home
                               Office. This waiver is not available to the
                               Certificate Holder while SWO is in effect;

                                       30
<PAGE>

3.16 Surrender Fee         (e) For a full surrender of the Account where the
     (Cont'd):                 Current Value of the Account is $2,500 or less
                               and no surrenders have been taken from the
                               Account within the prior 12 months;

                           (f) By Aetna under 3.19; or

                           (g) If the Certificate Holder has spent at least 45
                               consecutive days in a licensed nursing care
                               facility and each of the following conditions are
                               met:

                               (1) more than one calendar year has elapsed since
                                   the date the certificate was issued; and

                               (2) the surrender is requested within 3 years of
                                   admission to a licensed nursing care
                                   facility.

                               This waiver does not apply if the Certificate
                               Holder was in a nursing care facility at the time
                               the certificate was issued.

3.17 Payment of            Under certain emergency conditions, Aetna may defer
     Surrender Value:      payment:

                           (a) For a period of up to 6 months (unless not
                               allowed by state law); or

                           (b) As provided by federal law.

3.18 Reinstatement:        All or a portion of the proceeds of a full surrender
                           of an Account may be reinvested within 30 days after
                           the surrender. Any Maintenance Fee and Surrender Fee
                           charged at the time of surrender on the amount being
                           reinvested will be included in the reinstatement. Any
                           Market Value Adjustment(s) deducted from surrenders
                           will not be included in the reinstatement.

                                       31
<PAGE>

3.18 Reinstatement         Amounts will be reinstated among the AG Account and
     (Cont'd):             the Funds in the Separate Account in the same
                           proportion as they were at the time of surrender. Any
                           amounts reinstated to the AG Account will be credited
                           to the available Guaranteed Terms of the current
                           Deposit Period in the same proportion as they were at
                           the time of surrender. In the event that a Guaranteed
                           Term of the same duration is unavailable, amounts
                           will be reinvested in the next shortest Guaranteed
                           Term available in the current Deposit Period. If no
                           shorter Guaranteed Term is available, the next longer
                           Guaranteed Term will be used. The number of Fund(s)
                           record units reinstated will be based on the record
                           unit value(s) next computed after receipt at Aetna's
                           Home Office of the reinstatement request and the
                           amount to be reinstated. Any Maintenance Fee which
                           falls due after the surrender and before the
                           reinstatement will be deducted from the amount
                           reinstated.

                           Any Account(s) surrendered because the Current Value
                           was less than $2,500 immediately following any
                           partial surrender may not be reinstated (see 3.19).

                           Reinstatement of an Account is permitted only once.

3.19 Payment of            Upon 90 days' written notice to the Certificate
     Adjusted Current      Holder, Aetna will terminate any Account if the
     Value:                Current Value becomes less than $2,500 immediately
                           following any partial surrender. Aetna does not
                           intend to exercise this right in cases where an
                           Account Current Value is reduced to $2,500 or less
                           solely due to investment performance. A Surrender Fee
                           will not be deducted from the Adjusted Current Value.
                           This terminated Adjusted Current Value of an Account
                           may not be reinstated.

IV.  ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

4.01 Choices to be Made:   The Certificate Holder may tell Aetna to apply any
                           portion of the Adjusted Current Value (minus any
                           premium tax) for an Annuity under option 2, 3, or 4
                           (see 4.09). The first Annuity payment may not be
                           earlier than one calendar year after the Purchase
                           Payment nor later than the later of:

                                       32
<PAGE>

4.01 Choices to            (a) The first day of the month following the
     be Made (Cont'd):         Annuitant's 85th birthday; or

                           (b) The tenth anniversary of the last Purchase
                               Payment. In lieu of the election of an Annuity,
                               the Certificate Holder may tell Aetna to make a
                               lump sum payment.

                           When an Annuity Option is chosen, Aetna must also be
                           told if payments are to be made other than monthly
                           and whether to pay:

                           (a) A Fixed Annuity using the General Account;

                           (b) A Variable Annuity using any of the Fund(s)
                               available under this Contract for Annuity
                               purposes; or

                           (c) A combination of (a) and (b).

                           If a Fixed Annuity is chosen, the Annuity purchase
                           rate for the option chosen reflects the Minimum
                           Guaranteed Interest Rate (see Contract Schedule II),
                           but may reflect higher interest rates. If a Variable
                           Annuity is chosen, the initial Annuity payment for
                           the option chosen reflects the assumed annual return
                           rate elected. (see Contract Schedule II).

4.02 Annuity Payments      In no event may any payments under an Annuity option
     to Certificate        extend beyond:
     Holder:
                           (a) The life of the Certificate Holder;

                           (b) The lives of the Certificate Holder and
                               Beneficiary;

                           (c) Any certain period greater than the Certificate
                               Holder's life expectancy according to regulations
                               under Code Section 401(a)(9), determined as of
                               the date payments are to begin; or

                           (d) A period greater than the joint and last survivor
                               life expectancies of the Certificate Holder and
                               the Certificate Holder's Beneficiary according to
                               regulations under Code Section 401(a)(9),
                               determined as of the date payments are to begin.

4.03 Annuity Payments      In no event may payments to the Beneficiary under an
     to Beneficiary:       Annuity option extend beyond:

                           (a) The life of the Beneficiary; or

                           (b) Any certain period greater than the Beneficiary's
                               life expectancy as determined by regulations
                               under Code Section 401(a)(9).

                                       33
<PAGE>

4.04 Terms of Annuity      (a) When payments start, the age of the Annuitant
     Options:                  plus the number of years for which payments are
                               guaranteed must not exceed 95.

                           (b) An Annuity option may not be elected if the first
                               payment would be less than $50 or if the total
                               payments in a year would be less than $250 (less
                               if required by state law). Aetna reserves the
                               right to increase the minimum first Annuity
                               payment amount and the annual minimum Annuity
                               payment amount based upon increases reflected in
                               the Consumer Price Index-Urban, (CPI-U) since
                               July 1, 1993.

                           (c) If a Fixed Annuity under option 2, 3 or 4 is
                               chosen and a larger payment would result from
                               applying the Surrender Value to a current Aetna
                               single premium immediate Annuity, Aetna will make
                               the larger payment.

                           (d) For purposes of calculating the guaranteed first
                               payment of a Variable Annuity or the payments for
                               a Fixed Annuity, the Annuitant's and second
                               Annuitant's adjusted age will be used. The
                               Annuitant's and second Annuitant's adjusted age
                               is his or her age as of the birthday closest to
                               the Annuity commencement date reduced by one year
                               for Annuity commencement dates occurring during
                               the period of time from July 1, 1993 through
                               December 31, 1999. The Annuitant's and second
                               Annuitant's age will be reduced by two years for
                               Annuity commencement dates occurring during the
                               period of time from January 1, 2000 through
                               December 31, 2009. The Annuitant's and second
                               Annuitant's age will be reduced by one additional
                               year for Annuity commencement dates occurring in
                               each succeeding decade.

                                       34
<PAGE>

4.04 Terms of              The Annuity rates for options 3 and 4 are based on
     Annuity Options       mortality from 1983 Table a.
     (Cont'd):
                           (e) Assumed Annual Net Return Rate is the interest
                               rate used to determine the amount of the first
                               Annuity payment under a Variable Annuity as shown
                               on Contract Schedule II. The Separate Account
                               must earn this rate plus enough to cover the
                               mortality and expense risks charges (which may
                               include profit) and administrative charges if
                               future Variable Annuity Payments are to remain
                               level, (see Annuity return factor under Variable
                               Annuity Assumed Annual Net Return Rate on
                               Contract Schedule II).

                           (f) Once elected, Annuity payments cannot be commuted
                               to a lump sum except for Variable Annuity
                               payments under option 2 (see 4.09). The life
                               expectancy of the Certificate Holder or
                               Certificate Holder and second Annuitant shall be
                               irrevocable upon the election of an Annuity
                               option.

4.05 Death of              (a) When the Annuitant dies under option 2 or 3, or
     Annuitant/Beneficiary:    both the Annuitant and the second Annuitant die
                               under option 4(d), the present value of any
                               remaining guaranteed payments will be paid in one
                               sum to the Beneficiary, or upon election by the
                               Beneficiary, any remaining payments will continue
                               to the Beneficiary. If option 4 has been elected
                               and the Annuitant dies, the remaining payments
                               will continue to the second Annuitant as
                               successor payee.

                           (b) If there is no Beneficiary under options 2, 3 or
                               4, the present value of any remaining payments
                               will be paid in one sum to the Certificate
                               Holder's estate.

                           (c) If the Beneficiary designated under option 1
                               dies, the amount held plus accrued interest will
                               be paid in one sum to a successor Beneficiary, if
                               any, named by the designated Beneficiary. If
                               there is no successor Beneficiary, the lump sum
                               will be paid to the designated Beneficiary's
                               estate.

                                       35
<PAGE>

4.05 Death of              (d) If the Beneficiary dies while receiving Annuity
     Annuitant/Beneficiary     payments, the present value of any remaining
     (Cont'd):                 guaranteed payments will be paid in one sum to
                               the successor Beneficiary, or upon election by
                               the successor Beneficiary, may remaining payments
                               will continue to the successor Beneficiary. If no
                               successor Beneficiary has been designated, the
                               present value of any remaining guaranteed
                               payments will be paid in one sum to the
                               Beneficiary's estate.

                           (e) The present value will be determined as of the
                               Valuation Period in which proof of death
                               acceptable to Aetna and a request for payment is
                               received at Aetna's Home Office. The interest
                               rate used to determine the first payment will be
                               used to calculate the present value.

4.06 Fund(s) Annuity       The number of each Fund's Annuity Units is based on
     Units -- Separate     the amount of the first Variable Annuity payment
     Account:              which is equal to:

                           (a) The portion of the Current Value applied to pay a
                               Variable Annuity (minus any premium tax); divided
                               by

                           (b) 1,000; multiplied by

                           (c) The payment rate for the option chosen.

                           Such amount, or portion, of the variable payment will
                           be divided by the appropriate Fund Annuity unit value
                           (see 4.07) on the tenth Valuation Period before the
                           due date of the first payment to determine the number
                           of each Fund Annuity units. The number of each Fund
                           Annuity units remains fixed. Each future payment is
                           equal to the sum of the products of each Fund Annuity
                           unit value multiplied by the appropriate number of
                           units. The Fund Annuity unit value on the tenth
                           Valuation Period prior to the due date of the payment
                           is used.

4.07 Fund(s) Annuity       For any Valuation Period, a Fund Annuity unit value
     Unit Value --         is equal to:
     Separate Account:
                           (a) The value for the previous Period; multiplied by

                           (b) The Annuity net return factor(s) (see 4.08 below)
                               for the Period: multiplied by

                           (c) A factor to reflect the assumed annual net return
                               rate (see Contract Schedule II).

                                       36
<PAGE>

                           The dollar value of a Fund(s) Annuity unit values and
                           Annuity payments may go up or down due to investment
                           gain or loss.

4.08 Annuity Net           The Annuity not return factor(s) are used to compute
     Return Factor(s) --   all Separate Account Annuity Payments for any Fund.
     Separate Account:
                           The Annuity net return factor(s) for each Fund is
                           equal to 1.0000000 plus the net return rate.

                           The net return rate is equal to:

                           (a) The value of the shares of the Fund held by the
                               Separate Account at the end of a Valuation
                               Period; minus

                           (b) The value of the shares of the Fund held by the
                               Separate Account at the start of the Valuation
                               Period; plus or minus

                           (c) Taxes (or reserves for taxes) on the Separate
                               Account (if any); divided by

                           (d) The total value of the Fund(s) Record Units and
                               Fund(s) Annuity Units of the Separate Account at
                               the start of the Valuation Period; minus

                           (e) A daily charge for Annuity mortality and expense
                               risks, which may include profit, and a daily
                               administrative charge (at the annual rate as
                               shown on Contract Schedule II).

                           A net return rate may be more or less than 0%.

                           The value of a share of the Fund is equal to the net
                           assets of the Fund divided by the number of shares
                           outstanding.

                           Payments shall not be changed due to changes in the
                           mortality or expense results or administrative
                           charges.

                                       37
<PAGE>

4.09 Annuity Options:      Option 1 -- Payment of Interest on Sum Left with
                           Aetna -- This option may be used only by the
                           Beneficiary when the Certificate Holder dies before
                           Aetna has started paying an Annuity. A portion or all
                           of the sum paid upon death may be held under this
                           option add will be held in the General Account of
                           Aetna at interest (see 4.01). The Beneficiary may
                           later tell Aetna to:

                           (a) Pay a portion or all of the sum held by Aetna; or

                           (b) Apply a portion or all of the sum held by Aetna
                               to any Annuity option below.

4.09 Annuity               If a nonspouse Beneficiary elects that some or all of
     Options (Cont'd):     the Account is to be held under this option, the
                           Beneficiary must tell Aetna to pay the full sum held
                           under this option by December 31st of the year
                           containing the fifth anniversary of the Certificate
                           Holder's date of death.

                           Option 2 -- Payments for a Stated Period of Time --
                           An Annuity will be paid for the number of years
                           chosen. The number of years must be at least 5 and
                           not more than 30.

                           If payments for this option are made under a Variable
                           Annuity, the present value of any remaining payments
                           may be withdrawn at any time. If a withdrawal is
                           requested within 3 years after the start of payments,
                           it will be treated as a surrender and any applicable
                           Surrender Fee will be applied (see 3.16).

                           Option 3 -- Life Income -- An Annuity will be paid
                           for the life of the Annuitant. If also chosen, Aetna
                           will guarantee payments for 60, 120, 180, or 240
                           months.

                           Option 4 -- Life Income Based upon the Lives of Two
                           Annuitants -- An Annuity will be paid during the
                           lives of the Annuitant and a second Annuitant.
                           Payments will continue until both Annuitants have
                           died. When this option is chosen, a choice must be
                           made of:

                           (a) 100% of the payment to continue after the first
                               death;

                           (b) 66-2/3% of the payment to continue after the
                               first death;

                           (c) 50% of the payment to continue after the first
                               death;

                           (d) Payments for a minimum of 120 months with 100% of
                               the payment to continue after the first death; or

                                       38
<PAGE>

                           (e) 100% of the payment to continue at the death of
                               the second Annuitant and 50% of the payment to
                               continue at the death of the Annuitant.

                           Other Options -- Aetna may make other options
                           available as allowed by the laws of the state in
                           which this Contract and the Certificate is delivered.


                                       39
<PAGE>

                                    OPTION 2

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%


- ----------------------------------------------------------------------
         Guaranteed     Monthly    Quarterly    Semi-Annual    Annual
Years       Rate        Payment     Payment      Payment      Payment
- ----------------------------------------------------------------------

  3        3.00%        $28.99       $86.76      $172.88      $343.23
  4        3.00%         22.06        66.02       131.56       261.19
  5        3.00%         17.91        53.59       106.78       211.99
  6        3.00%         15.14        45.30        90.27       179.22
  7        3.00%         13.16        39.39        78.49       155.83
  8        3.00%         11.68        34.96        69.66       138.31
  9        3.00%         10.53        31.52        62.81       124.69
  10       3.00%          9.61        28.77        57.33       113.82
  11       3.00%          8.86        26.52        52.85       104.93
  12       3.00%          8.24        24.65        49.13        97.54
  13       3.00%          7.71        23.08        45.98        91.29
  14       3.00%          7.26        21.73        43.29        85.95
  15       3.00%          6.87        20.56        40.96        81.33
  16       3.00%          6.53        19.54        38.93        77.29
  17       3.00%          6.23        18.64        37.14        73.74
  18       3.00%          5.96        17.84        35.56        70.59
  19       3.00%          5.73        17.13        34.14        67.78
  20       3.00%          5.51        16.50        32.87        65.26
  21       3.00%          5.32        15.92        31.72        62.98
  22       3.00%          5.15        15.40        30.68        60.92
  23       3.00%          4.99        14.92        29.74        59.04
  24       3.00%          4.84        14.49        28.88        57.33
  25       3.00%          4.71        14.09        28.08        55.76
  26       3.00%          4.59        13.73        27.36        54.31
  27       3.00%          4.47        13.39        26.68        52.97
  28       3.00%          4.37        13.08        26.06        51.74
  29       3.00%          4.27        12.79        25.49        50.60
  30       3.00%          4.18        12.52        24.95        49.53
- ----------------------------------------------------------------------

                                       40
<PAGE>

                                    OPTION 3

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge For Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Months

- -----------------------------------------------------------------
    Adjusted
Age of Annuitant     None       60       120       180      240
- -----------------------------------------------------------------

       50          $ 4.05    $ 4.05    $ 4.03    $ 3.99   $ 3.93
       51            4.12      4.11      4.09      4.05     3.99
       52            4.19      4.19      4.16      4.11     4.04
       53            4.27      4.26      4.23      4.18     4.10
       54            4.35      4.34      4.31      4.25     4.16

       55            4.44      4.42      4.39      4.32     4.22
       56            4.53      4.51      4.47      4.40     4.29
       57            4.62      4.61      4.56      4.48     4.35
       58            4.72      4.71      4.65      4.56     4.42
       59            4.83      4.81      4.75      4.64     4.49

       60            4.95      4.93      4.86      4.73     4.55
       61            5.07      5.05      4.97      4.83     4.62
       62            5.20      5.17      5.08      4.92     4.69
       63            5.34      5.31      5.20      5.02     4.76
       64            5.49      5.45      5.33      5.12     4.83

       65            5.65      5.61      5.47      5.22     4.89
       66            5.82      5.77      5.61      5.33     4.96
       67            6.01      5.94      5.75      5.44     5.02
       68            6.20      6.13      5.91      5.54     5.08
       69            6.41      6.33      6.07      5.65     5.14

       70            6.64      6.54      6.23      5.76     5.19
       71            6.88      6.76      6.41      5.86     5.24
       72            7.14      7.00      6.59      5.97     5.28
       73            7.43      7.26      6.77      6.06     5.32
       74            7.73      7.53      6.96      6.16     5.35

                                       41
<PAGE>

       75            8.06      7.82      7.14      6.25     5.38
- -----------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       42
<PAGE>

                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

- --------------------------------------------------------------------------------
   Adjusted Ages
- --------------------
            Second
Annuitant  Annuitant  Option 4a    Option 4b   Option 4c   Option 4d   Option 4e
- --------------------------------------------------------------------------------

   55         50      $  3.69     $  4.05      $  4.27     $  3.69     $  4.03
   55         55         3.88        4.25         4.47        3.87        4.14
   55         60         3.99        4.44         4.71        3.98        4.42

   60         55         3.99        4.44         4.71        3.98        4.42
   60         60         4.24        4.71         4.99        4.23        4.57
   60         65         4.38        4.97         5.32        4.38        4.93

   65         60         4.38        4.97         5.32        4.38        4.93
   65         65         4.72        5.33         5.70        4.71        5.14
   65         70         4.93        5.68         6.15        4.91        5.66

   70         65         4.93        5.68         6.15        4.91        5.66
   70         70         5.40        6.21         6.70        5.36        5.96
   70         75         5.69        6.68         7.32        5.62        6.67

   75         70         5.69        6.68         7.32        5.62        6.67
   75         75         6.37        7.45         8.15        6.23        7.12
   75         80         6.78        8.11         8.99        6.54        8.13
- --------------------------------------------------------------------------------
 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       43
<PAGE>

                                    OPTION 2

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- --------------------------------------------------------------------------
        Guaranteed    Monthly     Quarterly      Semi-Annual      Annual
Years      Rate       Payment      Payment        Payment        Payment
- --------------------------------------------------------------------------

  3       3.50%      $  29.19    $  87.33      $  173.91       $  344.86
  4       3.50%         22.27       66.61         132.65          263.04
  5       3.50%         18.12       54.19         107.92          213.99
  6       3.50%         15.35       45.92          91.44          181.32
  7       3.50%         13.38       40.01          79.69          158.01
  8       3.50%         11.90       35.59          70.88          140.56
  9       3.50%         10.75       32.16          64.05          127.00
  10      3.50%          9.83       29.42          58.59          116.18
  11      3.50%          9.09       27.18          54.13          107.34
  12      3.50%          8.46       25.32          50.42           99.98
  13      3.50%          7.94       23.75          47.29           93.78
  14      3.50%          7.49       22.40          44.62           88.47
  15      3.50%          7.10       21.24          42.31           83.89
  16      3.50%          6.76       20.23          40.29           79.89
  17      3.50%          6.47       19.34          38.51           76.37
  18      3.50%          6.20       18.55          36.94           73.25
  19      3.50%          5.97       17.85          35.54           70.47
  20      3.50%          5.75       17.22          34.28           67.98
  21      3.50%          5.56       16.65          33.15           65.74
  22      3.50%          5.39       16.13          32.13           63.70
  23      3.50%          5.24       15.66          31.19           61.85
  24      3.50%          5.09       15.24          30.34           60.17
  25      3.50%          4.96       14.85          29.56           58.62
  26      3.50%          4.84       14.49          28.85           57.20
  27      3.50%          4.73       14.15          28.19           55.90
  28      3.50%          4.63       13.85          27.58           54.69
  29      3.50%          4.53       13.57          27.02           53.57
  30      3.50%          4.45       13.30          26.49           52.53
- --------------------------------------------------------------------------


                                       44
<PAGE>

                                    OPTION 2

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- --------------------------------------------------------------------------
         Guaranteed    Monthly      Quarterly      Semi-Annual     Annual
Years       Rate       Payment       Payment        Payment       Payment
- --------------------------------------------------------------------------

  3        5.00%      $  29.80     $  89.04      $  176.99       $  349.72
  4        5.00%         22.89        68.38         135.93          268.58
  5        5.00%         18.74        56.00         111.33          219.98
  6        5.00%         15.99        47.77          94.96          187.64
  7        5.00%         14.02        41.90          83.30          164.59
  8        5.00%         12.56        37.52          74.58          147.35
  9        5.00%         11.42        34.11          67.81          133.99
  10       5.00%         10.51        31.40          62.42          123.34
  11       5.00%          9.77        29.19          58.03          114.66
  12       5.00%          9.16        27.36          54.38          107.45
  13       5.00%          8.64        25.81          51.31          101.39
  14       5.00%          8.20        24.50          48.69           96.21
  15       5.00%          7.82        23.36          46.44           91.75
  16       5.00%          7.49        22.37          44.47           87.88
  17       5.00%          7.20        21.51          42.75           84.48
  18       5.00%          6.94        20.74          41.23           81.47
  19       5.00%          6.71        20.06          39.88           78.80
  20       5.00%          6.51        19.46          38.68           76.42
  21       5.00%          6.33        18.91          37.59           74.28
  22       5.00%          6.17        18.42          36.62           72.35
  23       5.00%          6.02        17.98          35.73           70.61
  24       5.00%          5.88        17.57          34.93           69.02
  25       5.00%          5.76        17.20          34.20           67.57
  26       5.00%          5.65        16.87          33.53           66.25
  27       5.00%          5.54        16.56          32.92           65.04
  28       5.00%          5.45        16.28          32.35           63.93
  29       5.00%          5.36        16.01          31.83           62.90
  30       5.00%          5.28        15.77          31.35           61.95
- --------------------------------------------------------------------------


                                       45
<PAGE>

                                    OPTION 3

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                Payments Guaranteed for a Stated Period of Months

- -----------------------------------------------------------------------
    Adjusted
Age of Annuitant      None       60         120        180        240
- -----------------------------------------------------------------------

       50           $ 4.34     $ 4.34     $ 4.31     $ 4.27     $ 4.22
       51             4.41       4.40       4.38       4.33       4.27
       52             4.48       4.47       4.45       4.40       4.32
       53             4.56       4.55       4.52       4.46       4.38
       54             4.64       4.63       4.59       4.53       4.44

       55             4.72       4.71       4.67       4.60       4.50
       56             4.81       4.80       4.75       4.67       4.56
       57             4.91       4.89       4.84       4.75       4.62
       58             5.01       4.99       4.93       4.83       4.69
       59             5.12       5.10       5.03       4.92       4.75

       60             5.23       5.21       5.13       5.00       4.82
       61             5.36       5.33       5.24       5.09       4.88
       62             5.49       5.45       5.35       5.19       4.95
       63             5.63       5.59       5.47       5.28       5.02
       64             5.78       5.73       5.60       5.38       5.08

       65             5.94       5.89       5.73       5.48       5.15
       66             6.11       6.05       5.87       5.58       5.21
       67             6.29       6.22       6.02       5.69       5.27
       68             6.49       6.41       6.17       5.79       5.33
       69             6.70       6.60       6.33       5.90       5.38

       70             6.92       6.81       6.49       6.00       5.43
       71             7.17       7.04       6.66       6.10       5.48
       72             7.43       7.27       6.84       6.20       5.52
       73             7.71       7.53       7.02       6.30       5.55
       74             8.02       7.80       7.20       6.39       5.59

                                       46
<PAGE>

       75             8.35       8.08       7.38       6.48       5.62
- -----------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       47
<PAGE>

                                    OPTION 3

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

                Payments Guaranteed for a Stated Period of Months

- -----------------------------------------------------------------------
    Adjusted
Age of Annuitant      None       60         120        180       240
- -----------------------------------------------------------------------

       50           $ 5.26     $ 5.25     $ 5.22     $ 5.17    $ 5.11
       51             5.33       5.32       5.28       5.23      5.15
       52             5.40       5.38       5.34       5.29      5.20
       53             5.47       5.45       5.41       5.35      5.26
       54             5.54       5.53       5.48       5.41      5.31

       55             5.63       5.61       5.56       5.47      5.36
       56             5.71       5.69       5.63       5.54      5.42
       57             5.80       5.78       5.72       5.61      5.47
       58             5.90       5.88       5.81       5.69      5.53
       59             6.01       5.98       5.90       5.77      5.59

       60             6.12       6.09       6.00       5.85      5.65
       61             6.24       6.21       6.10       6.93      5.71
       62             6.37       6.33       6.21       6.02      5.77
       63             6.51       6.46       6.33       6.11      5.83
       64             6.66       6.60       6.45       6.20      5.89

       65             6.82       6.75       6.57       6.30      5.95
       66             6.99       6.91       6.71       6.39      6.01
       67             7.17       7.08       6.85       6.49      6.06
       68             7.36       7.27       6.99       6.59      6.12
       69             7.57       7.46       7.15       6.69      6.17

       70             7.80       7.67       7.30       6.78      6.21
       71             8.05       7.89       7.47       6.88      6.25
       72             8.31       8.13       7.64       6.97      6.29
       73             8.59       8.38       7.81       7.06      6.33
       74             8.90       8.64       7.99       7.15      6.36

                                       48
<PAGE>

       75             9.23       8.93       8.16       7.23      6.38
- -----------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.

                                       49
<PAGE>

                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- ----------------------------------------------------------------------------
   Adjusted Ages
- --------------------
             Second
Annuitant  Annuitant  Option 4a   Option 4b  Option 4c  Option 4d  Option 4e
- ----------------------------------------------------------------------------

   55         50      $  3.97    $  4.35     $  4.56    $  3.97    $  4.31
   55         55         4.16       4.54        4.76       4.15       4.42
   55         60         4.27       4.73        5.00       4.26       4.48

   60         55         4.27       4.73        5.00       4.26       4.70
   60         60         4.51       4.99        5.27       4.50       4.84
   60         65         4.66       5.25        5.61       4.65       4.93

   65         60         4.66       5.25        5.61       4.65       5.22
   65         65         4.99       5.61        5.99       4.98       5.42
   65         70         5.19       5.97        6.44       5.17       5.54

   70         65         5.19       5.97        6.44       5.17       5.93
   70         70         5.67       6.49        6.99       5.62       6.23
   70         75         5.95       6.96        7.61       5.87       6.40

   75         70         5.95       6.96        7.61       5.87       6.95
   75         75         6.64       7.73        8.43       6.48       7.40
   75         80         7.04       8.39        9.29       6.79       7.64
- --------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       50
<PAGE>

                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- --------------------------------------------------------------------------------
   Adjusted Ages
- -------------------
            Second
Annuitant  Annuitant  Option 4a   Option 4b  Option 4c  Option 4d  Option 4e
- --------------------------------------------------------------------------------

   55         50      $  4.88    $  5.26     $  5.48    $  4.88    $  5.23
   55         55         5.04       5.44        5.66       5.04       5.32
   55         60         5.15       5.63        5.91       5.14       5.38

   60         55         5.15       5.63        5.91       5.14       5.59
   60         60         5.37       5.87        6.16       5.37       5.72
   60         65         5.52       6.14        6.51       5.51       5.80

   65         60         5.52       6.14        6.51       5.51       6.10
   65         65         5.83       6.49        6.87       5.82       6.29
   65         70         6.04       6.84        7.34       6.00       6.41

   70         65         6.04       6.84        7.34       6.00       6.81
   70         70         6.49       7.35        7.87       6.44       7.08
   70         75         6.77       7.84        8.51       6.68       7.25

   75         70         6.77       7.84        8.51       6.68       7.81
   75         75         7.45       8.60        9.33       7.27       8.25
   75         80         7.86       9.28       10.20       7.57       8.49
- --------------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       51
<PAGE>


- --------------------------------------------------------------------------------

                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 Farmington Ave.
                           Hartford, Connecticut 06156
                                 (800) 525-4225




             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.


                                       52



                             ---------------------------------------------------
                             Aetna Life Insurance and Annuity Company
                             Home Office:  151 Farmington Avenue
                             Hartford, Connecticut 06156
                             (800) 531-4547

                             Aetna Life Insurance and Annuity Company, herein
                             called Aetna, agrees to pay the benefits stated in
                             this Contract.

Specifications
- --------------------------------------------------------------------------------
Plan

- --------------------------------------------------------------------------------
Type of Plan

- --------------------------------------------------------------------------------
Contract Holder

- --------------------------------------------------------------------------------
Annuitant

- --------------------------------------------------------------------------------
Contract No.

- --------------------------------------------------------------------------------
Effective Date

- --------------------------------------------------------------------------------
This Contract is Delivered in                                 and is Subject to
the Laws of that Jurisdiction

THE VARIABLE FEATURES OF THE CONTRACT ARE DESCRIBED IN PARTS III AND IV.

Right to Cancel
- --------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 10 days of receiving it by
returning this Contract along with a written notice to Aetna at the above
address or to the agent from whom it was purchased. Within 7 days after it
receives the notice of cancellation and this Contract at its Home Office, Aetna
will return the entire consideration paid plus any increase or minus any
decrease in the current value of any funds allocated to the Separate Account.

This page, the following pages, and the application make up the entire Contract.

Signed at the Home Office on the Effective Date.


/s/ Dan Kearney                       /s/ Susan E. Schechter
    President                             Secretary

           Individual Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating

ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.

I-CDA-IC (NQ/MP)

<PAGE>


Specifications

- --------------------------------------------------------------------------------
Guaranteed Interest Rate  There is a guaranteed interest rate for Purchase
                          Payment(s) held in the AG Account. (See Contract
                          Schedule I).

- --------------------------------------------------------------------------------
Deductions from the       There will be deductions for mortality and expense
Separate Account          risks and administrative fees. (See Contract
                          Schedules I and II).
- --------------------------------------------------------------------------------
Deduction from            Purchase Payment(s) are subject to a deduction for
Purchase                  premium taxes, if any. (See 3.01.)
Payment(s)

- --------------------------------------------------------------------------------
Surrender Fee             A charge is deducted upon surrender.
                          (See Contract Schedule I).

This Contract is a legal contract and constitutes the entire legal relationship
between Aetna and the Contract Holder.

READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail, all of the
rights and obligations of both you and Aetna. IT IS THEREFORE IMPORTANT THAT YOU
READ THIS CONTRACT CAREFULLY.



                                       2
<PAGE>

                               Contract Schedule I
                               Accumulation Period

Separate Account
- --------------------------------------------------------------------------------

Separate Account:                      Variable Annuity Account B

Charges to                 A daily charge is deducted from any portion of the
Separate Account:          Current Value allocated to the Separate Account. The
                           deduction is the daily equivalent of the annual
                           effective percentage shown in the following chart:

                           Administrative Charge                 0.15%
                           Mortality Risk Charge                 0.35%
                           Expense Risk Charge                   0.90%
                                                                 ----
                           Total Separate Account
                           Charges                               1.40%

ALIAC Guaranteed Account (AG Account)
- --------------------------------------------------------------------------------

                           Minimum Guaranteed Interest Rate (effective annual
                           rate of return): 3.0%.

Separate Account and AG Account
- --------------------------------------------------------------------------------

Transfers:                 An unlimited number of Transfers may be made during
                           the Accumulation Period. Aetna allows 12 free
                           Transfers in any calendar year. Thereafter, Aetna
                           reserves the right to charge $10 for each subsequent
                           Transfer.

Maintenance Fee:           The annual Maintenance Fee is $30. If the Current
                           Value is $50,000 or more on the date the Maintenance
                           Fee is to be deducted, the Maintenance Fee is $0.

                                       3
<PAGE>


                       Contract Schedule I (Continued)
                             Accumulation Period

Separate Account and AG Account
- --------------------------------------------------------------------------------
Surrender Fee:             For each surrender, the Surrender Fee for each Net
                           Purchase Payment will be determined as follows:

                                                               Surrender Fee
                           Length of Time from Deposit of   (as percentage of
                           Net Purchase Payment (Years)    Net Purchase Payment)

                           Less than 2 years                        7%
                           2 or more but less than 4 years          6%
                           4 or more but less than 5 years          5%
                           5 or more but less than 6 years          4%
                           6 or more but less than 7 years          3%
                           7 years or more                          0%

Systematic Withdrawal      The specified payment or specified percentage may not
Option (SWO):              be greater than 10% of the Current Value at time of
                           election.

See 1.  GENERAL DEFINITIONS for explanations.



                                       4
<PAGE>

                            Contract Schedule II
                               Annuity Period

Separate Account
- --------------------------------------------------------------------------------

Charges to Separate        A daily charge at an annual effective rate of 1.25%
Account:                   for Annuity mortality and expense risks. The
                           administrative charge is established upon election of
                           an Annuity option. This charge will not exceed 0.25%.

Variable Annuity Assumed   If a Variable Annuity is chosen, an assumed annual
Annual Net Return Rate:    net return rate of 5.0% may be elected. If 5.0% is
                           not elected, Aetna will use an assumed annual net
                           return rate of 3.5%.

                           The assumed annual net return rate factor for 3.5%
                           per year is 0.9999058.

                           The assumed annual net return rate factor for 5.0%
                           per year is 0.9998663.

                           If the portion of a Variable Annuity payment for any
                           Fund is not to decrease, the Annuity return factor
                           under the Separate Account for that Fund must be:

                           (a) 4.75% on an annual basis plus an annual return of
                               up to 0.25% to offset the administrative charge
                               set at the time Annuity payments commence if an
                               assumed annual net return rate of 3.5% is chosen;
                               or

                           (b) 6.25% on an annual basis plus an annual return of
                               up to 0.25% to offset the administrative charge
                               set at the time Annuity payments commence, if an
                               assumed annual net return rate of 5% is chosen.

Fixed Annuity
- --------------------------------------------------------------------------------

                           Minimum Guaranteed Interest Rate (effective annual
                           rate of return): 3.0%

See 1.  GENERAL DEFINITIONS for explanations.


                                       5
<PAGE>

                              TABLE OF CONTENTS
I-CDA-IC(NQ/MP)


I. GENERAL DEFINITIONS
- -----------------------------------------------------------------------------

                                                                         Page
   1.01    Accumulation Period..............................................8
   1.02    Adjusted Current Value...........................................8
   1.03    Annuitant........................................................8
   1.04    Annuity..........................................................8
   1.05    Beneficiary......................................................8
   1.06    Code.............................................................8
   1.07    Contract.........................................................8
   1.08    Contract Holder..................................................8
   1.09    Current Value....................................................8
   1.10    Deposit Period...................................................8
   1.11    Fixed Annuity....................................................8
   1.12    Fund(s)..........................................................9
   1.13    General Account..................................................9
   1.14    Guaranteed Rate -- AG Account....................................9
   1.15    Guaranteed Term..................................................9
   1.16    Guaranteed Term(s) Groups........................................9
   1.17    Maintenance Fee..................................................9
   1.18    ALIAC Guaranteed Account (AG Account)...........................10
   1.19    Market Value Adjustment (MVA)...................................10
   1.20    Matured Term Value..............................................10
   1.21    Matured Term Value Transfer.....................................10
   1.22    Maturity Date...................................................10
   1.23    Net Purchase Payment(s).........................................10
   1.24    Nonunitized Separate Account....................................10
   1.25    Purchase Payment(s).............................................10
   1.26    Reinvestment....................................................11
   1.27    Separate Account................................................11
   1.28    Surrender Value.................................................11
   1.29    Transfers.......................................................11
   1.30    Valuation Period (Period).......................................11
   1.31    Variable Annuity................................................11

II. GENERAL PROVISIONS
- -----------------------------------------------------------------------------

   2.01    Change of Contract..............................................12
   2.02    Change of Fund(s)...............................................13
   2.03    Nonparticipating Contract.......................................13
   2.04    Payments and Elections..........................................13

                                       6
<PAGE>

                                                                         Page
   2.05    State Laws......................................................13
   2.06    Control of Contract.............................................13
   2.07    Designation of Beneficiary......................................14
   2.08    Misstatements and Adjustments...................................14
   2.09    Incontestability................................................14
   2.10    Grace Period....................................................14

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- -----------------------------------------------------------------------------

   3.01    Net Purchase Payment............................................14
   3.02    Fund(s) Record Units - Separate Account.........................15
   3.03    Net Return Factor(s) - Separate Account.........................15
   3.04    Fund Record Unit  Value - Separate Account......................16
   3.05    Market Value  Adjustment........................................16
   3.06    Transfer of Current Value from the Funds or AG Account..........17
   3.07    Notice to the Contract Holder...................................18
   3.08    Loans...........................................................18
   3.09    Systematic Withdrawal Option (SWO)..............................18
   3.10    Death Benefit Amount............................................20
   3.11    Death Benefit Options...........................................21
   3.12    Liquidation of Surrender Value..................................22
   3.13    Surrender Fee...................................................23
   3.14    Payment of Surrender Value......................................24
   3.15    Reinstatement...................................................24
   3.16    Payment of Adjusted Current Value...............................24

IV. ANNUITY PROVISIONS
- -----------------------------------------------------------------------------

   4.01    Choices to be Made..............................................25
   4.02    Terms of Annuity Options........................................25
   4.03    Death of Annuitant/Beneficiary..................................26
   4.04    Fund(s) Annuity Units -- Separate Account.......................28
   4.05    Fund Annuity Unit Value -- Separate Account.....................28
   4.06    Annuity Net Return Factor(s) -- Separate Account................28
   4.07    Annuity Options.................................................29


                                       7
<PAGE>

I.       GENERAL DEFINITIONS
- --------------------------------------------------------------------------------

1.01 Accumulation          The period during which the Net Purchase Payment(s)
     Period:               are applied to a Contract to provide future Annuity
                           payment(s).

1.02 Adjusted              The Current Value of a Contract plus or minus any
     Current Value         aggregate AG Account MVA, if applicable. (See 1.19)

1.03 Annuitant:            The person whose life is measured for purposes of the
                           Guaranteed Death Benefit and the duration of Annuity
                           payments under this Contract.

1.04 Annuity:              Payment of an income:

                           (a) For the life of one or two persons;

                           (b) For a stated period; or

                           (c) For some combination of (a) and (b).

1.05 Beneficiary:          The individual or estate entitled to receive any
                           payment from the Contract upon the death of the
                           Annuitant.

1.06 Code:                 The Internal Revenue Code of 1986, as it may be
                           amended from time to time.

1.07 Contract:             This agreement between Aetna and the Contract Holder.

1.08                       Contract Holder: A person who purchases this
                           Contract. A Contract Holder cannot be a nonnatural
                           person (i.e. a trustee for a trust, an executor or
                           administrator for an estate, or an incorporated or
                           unincorporated business). The Contract Holder has all
                           right, title and interest under the Contract.

1.09 Current Value:        As of the most recent Valuation Period, the Net
                           Purchase Payment and any additional amount deposited
                           pursuant to 3.10 plus any interest added to the
                           portion allocated to the AG Account; and plus or
                           minus the investment experience of the portion
                           allocated to the Funds since deposit; less all
                           Maintenance Fees deducted, any amounts surrendered
                           and any amounts applied to an Annuity.

1.10                       Deposit Period: A calendar week, a calendar month, a
                           calendar quarter, or any other period of time
                           specified by Aetna during which Net Purchase
                           Payment(s), Transfers and Reinvestments are accepted
                           into the AG Account for one or more Guaranteed Terms.
                           Aetna reserves the right to extend the Deposit
                           Period.

1.11 Fixed Annuity:        An Annuity with payments that do not vary in amount.

                                       8
<PAGE>

1.12 Fund(s):              The open-end management investment companies
                           (mutual funds) in which the Separate Account invests.

1.13 General Account:      The Account holding the assets of Aetna, other than
                           those assets held in Aetna's separate accounts.

1.14 Guaranteed Rate --    Aetna will declare the interest rate(s) applicable to
     AG Account:           a specific Guaranteed Term at the start of the
                           Deposit Period for that Guaranteed Term. The rate(s)
                           are guaranteed by Aetna for that Deposit Period and
                           the ensuing Guaranteed Term. The Guaranteed Rates are
                           annual effective yields. That is, interest is
                           credited daily at a rate that will produce the
                           Guaranteed Rate over the period of a year. No
                           Guaranteed Rate will ever be less than the Minimum
                           Guaranteed Rate shown on Contract Schedule I.

                           For Guaranteed Terms of one year or less, one
                           Guaranteed Rate is credited for the full Guaranteed
                           Term. For longer Guaranteed Terms, an initial
                           Guaranteed Rate is credited from the date of deposit
                           to the end of a specified period within the
                           Guaranteed Term. There may be different Guaranteed
                           Rate(s) declared for subsequent specified time
                           intervals throughout the Guaranteed Term.

1.15 Guaranteed Term:      The period of time for which AG Account Guaranteed
                           Rates are guaranteed on Net Purchase Payments,
                           Transfers and Reinvestments made into a current
                           Deposit Period for the AG Account. Such period begins
                           on the day following the close of the Deposit Period
                           and ends on the designated Maturity Date. Guaranteed
                           Terms are offered at Aetna's discretion for various
                           lengths of time ranging up to and including ten
                           years.

                           During a Deposit Period, Aetna may make available any
                           number of Guaranteed Terms. The Contract Holder may
                           allocate Net Purchase Payments and Transfers into any
                           or all of the available Guaranteed Terms.

1.16 Guaranteed Term(s)    All AG Account Guaranteed Term(s) with the same
     Groups:               length of time from the close of the Deposit Period
                           until the designated Maturity Date.

1.17 Maintenance Fee:      The Maintenance Fee (see Contract Schedule I) will be
                           deducted during the Accumulation Period from the
                           Current Value on each anniversary of the date the
                           Contract is established and upon surrender of the
                           entire Contract.

                                       9
<PAGE>

1.18 ALIAC Guaranteed      An accumulation option where Aetna guarantees
     Account (AG Account): stipulated rate(s) of interest for specified periods
                           of time. All assets of Aetna, including amounts in
                           the Nonunitized Separate Account, are available to
                           meet the guarantees under the AG Account.

1.19 Market Value          An adjustment to the amount withdrawn or transferred
     Adjustment            from an AG Account Guaranteed Term prior to the end
     (MVA):                of that Guaranteed Term. The adjustment reflects the
                           change in the value of the investment due to changes
                           in interest rates since the date of deposit and is
                           computed using the formula given in 3.05. The
                           adjustment is expressed as a percentage of each
                           dollar being withdrawn.

1.20 Matured Term Value:   The amount due on an AG Account Guaranteed Term's
                           Maturity Date.

1.21 Matured Term          During the calendar month following an AG Account
     Value Transfer:       Maturity Date, the Contract Holder may notify Aetna's
                           Home Office in writing to Transfer or surrender all
                           or part of the Matured Term Value, plus interest at
                           the new Guaranteed Rate accrued thereon, from the AG
                           Account without an MVA. This provision only applies
                           to the first such written request received from the
                           Contract Holder during this period for any Matured
                           Term Value.

1.22 Maturity Date:        The last day of an AG Account Guaranteed Term.

1.23 Net Purchase          The Purchase Payment less premium taxes, if
     Payment(s):           applicable.

1.24 Nonunitized           A separate account set up by Aetna under Title 38,
     Separate              Section 38a-433, of the Connecticut General Statutes,
     Account:              that holds assets for AG Account Terms. There are no
                           discrete units for this Account. The Contract Holder
                           does not participate in the investment gain or loss
                           from the assets held in the Nonunitized Separate
                           Account. Such gain or loss is borne entirely by
                           Aetna. These assets may be chargeable with
                           liabilities arising out of any other business of
                           Aetna.

1.25 Purchase Payment(s):  Payment(s) accepted by Aetna at its Home Office.
                           Aetna reserves the right to refuse to accept any
                           Purchase Payment at any time for any reason. No
                           advance notice will be given to the Contract Holder.


                                       10
<PAGE>

1.26 Reinvestment:         Aetna will mail a notice to the Contract Holder at
                           least 18 calendar days before a Guaranteed Term's
                           Maturity Date. This notice will contain the Terms
                           available during current Deposit Periods with their
                           Guaranteed Rate(s), and projected Matured Term Value.
                           If no specific direction is given by the Contract
                           Holder prior to the Maturity Date, each Matured Term
                           Value will be reinvested in the current Deposit
                           Period for a Guaranteed Term of the same duration. If
                           a Guaranteed Term of the same duration is
                           unavailable, each Matured Term Value will
                           automatically be reinvested in the current Deposit
                           Period for the next shortest Guaranteed Term
                           available. If no shorter Guaranteed Term is
                           available, the next longer Guaranteed Term will be
                           used. Aetna will mail a confirmation statement to the
                           Contract Holder the next business day after the
                           Maturity Date. This notice will state the Guaranteed
                           Term and Guaranteed Rate(s) which will apply to the
                           reinvested Matured Term Value.

1.27 Separate Account:     A separate account that buys and holds shares of the
                           Fund(s). Income, gains or losses, realized or
                           unrealized, are credited or charged to the Separate
                           Account without regard to other income, gains or
                           losses of Aetna. Aetna owns the assets held in the
                           Separate Account and is not a trustee as to such
                           amounts. This Separate Account generally is not
                           guaranteed and is held at market value. The assets of
                           the Separate Account, to the extent of reserves and
                           other contract liabilities of the Account, shall not
                           be charged with other Aetna liabilities.

1.28 Surrender Value:      The amount payable by Aetna upon the surrender of any
                           portion of the Contract.

1.29 Transfers:            The movement of invested amounts among the available
                           Fund(s) and the AG Account under this Contract during
                           the Accumulation Period.

1.30 Valuation Period      The period of time for which a Fund determines its
     (Period):             net asset value, usually from 4:15 p.m. Eastern time
                           each day the New York Stock Exchange is open until
                           4:15 p.m. the next such day, or such other day that
                           one or more of the Funds determines its net asset
                           value.

1.31 Variable Annuity:     An Annuity with payments that vary with the net
                           investment results of one or more Funds held under
                           the Separate Account.


                                       11
<PAGE>

II.      GENERAL PROVISIONS
- --------------------------------------------------------------------------------

2.01 Change of Contract:   Only an authorized officer of Aetna may change the
                           terms of this Contract. Aetna will notify the
                           Contract Holder in writing at least 30 days before
                           the effective date of any change. Any change will not
                           affect the amount or terms of any Annuity which
                           begins before the change.

                           Aetna reserves the right to refuse to accept any
                           Purchase Payment at any time for any reason. This
                           applies to subsequent Purchase Payments under the
                           Contract. No advance notice will be given to the
                           Contract Holder.

                           Aetna may make any change that affects the AG Account
                           Market Value Adjustment (3.05) with at least 30 days'
                           advance written notice to the Contract Holder. Any
                           such change shall become effective for any new Term.

                           Aetna reserves the right to change the terms of the
                           Systematic Withdrawal Option (3.09) for future
                           elections and discontinue the availability of this
                           option after proper notification.

                           The following will not be changed:

                           (a) Net Purchase Payment (1.23)

                           (b) AG Account Guaranteed Rate (1.14)

                           (c) Net Return Factor(s) -- Separate Account (3.03)

                           (d) Current Value (1.09)

                           (e) Surrender Value (1.28)

                           (f) Fund(s) Annuity Unit Value -- Separate Account
                               (4.05)

                           (g) Annuity options (4.07)

                           (h) Fixed Annuity Interest Rates (4.01)

                           (i) Transfers (1.29).

                           Any change that affects the Annuity Options and the
                           tables for the Options may be made:

                           (a) No earlier than 12 months after the effective
                               date of this Contract; and

                           (b) No earlier than 12 months after the effective
                               date of any prior change.

                           This Contract may be changed as deemed necessary by
                           Aetna to comply with federal or state law.

                                       12
<PAGE>

2.02 Change of Fund(s): Aetna, or the Separate Account, may:

                           (a) Change the Fund(s) which may be invested in by
                               the Separate Account; and

                           (b) Replace the shares of any Fund(s) held in the
                               Separate Account with shares of any other
                               Fund(s).

                           Changes must be:

                           (a) Approved by a majority vote in the Separate
                               Account with respect to the Fund(s) whose shares
                               are to be replaced; or

                           (b) Deemed necessary by Aetna under the Investment
                               Company Act of 1940; or

                           (c) Deemed necessary by Aetna to accomplish the
                               purpose of the Separate Account.

                           Aetna will notify the Contract Holder of any change.

2.03 Nonparticipating      The Contract Holder or Beneficiaries will not have a
     Contract:             right to share in the earnings of Aetna.

2.04 Payments and          While the Contract Holder is living, Aetna will pay
     Elections:            the Contract Holder any Annuity payments as and when
                           due. After the Contract Holder's death, any Annuity
                           payments required to be made will be paid in
                           accordance with 4.03. Aetna will determine other
                           payments and/or elections as of the end of the
                           Valuation Period in which the request is received at
                           its Home Office. Such payments will be made within 7
                           calendar days of receipt at its Home Office of a
                           written claim for payment which is in good order,
                           except as provided in 3.14.

2.05 State Laws:           The Contract complies with the laws of the state in
                           which it is delivered. Any surrender, death, or
                           Annuity payments are equal to or greater than the
                           minimum required by such laws. Annuity tables for
                           legal reserve valuation shall be as required by state
                           law. Such tables may be different from Annuity tables
                           used to determine Annuity payments.

2.06 Control of Contract:  This is a Contract between the Contract Holder and
                           Aetna. The Contract Holder has all rights, title and
                           interest for amounts held in the Contract. Choices
                           made under this Contract must be in writing. Until
                           receipt of such choices at Aetna's Home Office, Aetna
                           may rely on any previous choices made.

                                       13
<PAGE>

2.06 Control of Contract   The Contract is not subject to the claims of any
     (Cont'd):             creditors of the Contract Holder, except to the
                           extent permitted by law. The Contract Holder may
                           assign or transfer his or her rights under the
                           Contract to one or more natural persons. Any
                           assignment or transfer made under the Contract must
                           be submitted to Aetna's Home Office in writing and
                           will not be effective until accepted by Aetna.

2.07 Designation of        Each Contract Holder shall name his or her
     Beneficiary:          Beneficiary. The Beneficiary may be changed at any
                           time. Changes to a Beneficiary must be submitted to
                           Aetna's Home Office in writing and will not be
                           effective until accepted by Aetna.

2.08 Misstatements and     If Aetna finds the age of any Annuitant to be
     Adjustments:          misstated, the correct facts will be used to adjust
                           payments.

2.09 Incontestability:     Aetna cannot cancel this Contract because of any
                           error of fact on the application.

2.10 Grace Period:         This Contract will remain in effect even if Purchase
                           Payments are not continued except as provided in the
                           Payment of Adjusted Current Value provision (see
                           3.16).

III.     PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------------------------------------------------------

3.01 Net Purchase          This amount is the actual Purchase Payment less any
     Payment:              premium tax. Aetna will generally deduct the premium
                           tax when Annuity benefits are elected (see Part IV).
                           If Aetna determines that under applicable state law,
                           it must pay a premium tax when the Purchase Payment
                           is received or at any other time, it will deduct the
                           tax at that time.

                           The Net Purchase Payment will be credited among:

                           (a) The current Deposit Period(s) for Guaranteed
                               Terms under the AG Account; and

                           (b) The Fund(s) in which the Separate Account
                               invests.

                                       14
<PAGE>

3.01 Net Purchase          For each Net Purchase Payment, the Contract Holder
     Payment (Cont'd):     shall tell Aetna the allocation percentage to be
                           applied to the current Deposit Period for each of the
                           available Guaranteed Terms in the AG Account and/or
                           each Fund. If allocation instructions are not
                           received along with any subsequent Net Purchase
                           Payment, the allocation will be the same as that
                           indicated on the original application. If the same
                           Guaranteed Term is no longer available, the Net
                           Purchase Payment will be allocated to the next
                           shortest Guaranteed Term available in the current
                           Deposit Period. If no shorter Guaranteed Term is
                           available, the next longer Guaranteed Term will be
                           used.

                           Aetna will declare from time to time the
                           acceptability and the minimum amount for additional
                           Purchase Payments.

3.02 Fund(s) Record        The portion of the Net Purchase Payment(s) applied to
     Units -- Separate     each Fund under the Separate Account will determine
     Account:              the number of Fund record units for that Fund. This
                           number is equal to the portion of the Net Purchase
                           Payment(s) applied to each Fund divided by the Fund
                           record unit value (see 3.04) for the Valuation Period
                           in which the Purchase Payment is received in good
                           order at Aetna's Home Office.

3.03 Net Return            The net return factor(s) are used to compute all
     Factor(s) --          Separate Account record units for any Fund.
     Separate Account:
                           The net return factor for each Fund is equal to
                           1.0000000 plus the net return rate.

                           The net return rate is equal to:

                           (a) The value of the shares of the Fund held by the
                               Separate Account at the end of the Valuation
                               Period; minus

                           (b) The value of the shares of the Fund held by the
                               Separate Account at the start of the Valuation
                               Period; plus or minus

                           (c) Taxes (or reserves for taxes) on the Separate
                               Account (if any); divided by

                           (d) The total value of the Fund record units and Fund
                               Annuity units of the Separate Account at the
                               start of the Valuation Period; minus

                           (e) A daily Separate Account charge at an annual rate
                               as shown on Contract Schedule I for mortality and
                               expense risks, which may include profit; and a
                               daily administrative charge.

                           A net return rate may be more or less than 0%. The
                           value of a share of the Fund is equal to the net
                           assets of the Fund divided by the number of shares
                           outstanding.

                                       15
<PAGE>

3.04 Fund Record Unit      A Fund record unit value is computed by multiplying
     Value - Separate      the net return factors for the current Valuation
     Account:              Period by the Fund record unit value for the previous
                           Period. The dollar value of Fund record units,
                           Separate Account assets, and Variable Annuity
                           payments may go up or down due to investment gain or
                           loss.

3.05 Market Value          There will be an MVA for a withdrawal from the AG
     Adjustment:           Account before the end of a Guaranteed Term when the
                           withdrawal is due to:

                           (a) A Transfer; except as specified in AG Account
                               Matured Term Value Transfer;

                           (b) A full or partial surrender, including a 10% free
                               withdrawal under 3.13; or

                           (c) An election of Annuity option 2 (see 4.07).

                           Full and partial surrenders and Transfers made within
                           six months after the date of the Annuitant's death
                           will be the greater of:

                           (a) The aggregate MVA amount which is the sum of all
                               market value adjusted amounts calculated due to a
                               withdrawal of amounts. This total may be greater
                               or less than the Current Value of those amounts;
                               or

                           (b) The applicable portion of the Current Value in
                               the AG Account.

                           After the six-month period, the surrender or Transfer
                           will be the aggregate MVA amount, which may be
                           greater or less than the Current Value of those
                           amounts.

                           The greater of the aggregate MVA amount or the
                           applicable portion of the Current Value applies to
                           amounts withdrawn from the AG Account on account of
                           an election of Annuity options 3 or 4 (see 4.07).

                           Market value adjusted amounts will be equal to the
                           amount withdrawn multiplied by the following ratio:

                                   x
                                  ---
                                  365
                           (1 + i)
                           ----------
                                   x
                                  ---
                                  365
                           (1 + j)
                           ----------


                                       16
<PAGE>

3.05 Market Value          Where:
     Adjustment
     (Cont'd):             i  is the Deposit Period Yield

                           j  is the Current Yield

                           x  is the number of days remaining, (computed from
                              Wednesday of the week of withdrawal) in the
                              Guaranteed Term.

                           The Deposit Period Yield will be determined as
                           follows:

                           (a) At the close of the last business day of each
                               week of the Deposit Period, a yield will be
                               computed as the average of the yields on that day
                               of U.S. Treasury Notes which mature in the last
                               three months of the Guaranteed Term.

                           (b) The Deposit Period Yield is the average of those
                               yields for the Deposit Period. If withdrawal is
                               made before the close of the Deposit Period, it
                               is the average of those yields on each week
                               preceding withdrawal.

                           The Current Yield is the average of the yields on the
                           last business day of the week preceding withdrawal on
                           the same U.S. Treasury Notes included in the Deposit
                           Period Yield.

                           In the event that no U.S. Treasury Notes which mature
                           in the last three months of the Guaranteed Term
                           exist, Aetna reserves the right to use the U.S.
                           Treasury Notes that mature in the following quarter.

3.06 Transfer of           Before an Annuity option is elected, all or any
     Current Value         portion of the Adjusted Current Value may be
     from the Funds        transferred from any Fund or Guaranteed Term of the
     or AG Account:        AG Account:

                           (a) To any other Fund; or

                           (b) To any Guaranteed Term of the AG Account
                               available in the current Deposit Period.

                           Transfer requests can be submitted as a percentage or
                           as a dollar amount. Aetna may establish a minimum
                           transfer amount. Within a Guaranteed Term Group, the
                           amount to be surrendered or transferred will be
                           withdrawn first from the oldest Deposit Period, then
                           from the next oldest, and so on until the amount
                           requested is satisfied.

                                       17
<PAGE>

3.06 Transfer of           The Contract Holder may make an unlimited number of
     Current Value         Transfers during the Accumulation Period. The number
     from the Funds        of free Transfers allowed by Aetna is shown on
     or AG Account         Contract Schedule I. Additional Transfers may be
     (Cont'd):             subject to a Transfer fee as shown on Contract
                           Schedule I. Transfers from the AG Account of a
                           Matured Term Value on or within one calendar month
                           after a Term's Maturity Date do not count against the
                           annual Transfer limit.

                           Amounts applied to Guaranteed Terms of the AG Account
                           may not be transferred to the Funds or to another
                           Guaranteed Term during the Deposit Period or for 90
                           days after the close of the Deposit Period except for
                           Matured Term Value(s) during the calendar month
                           following the Term's Maturity Date.

                           Transfers from Guaranteed Terms of the AG Account are
                           subject to the MVA provisions in 3.05.

3.07 Notice to the         The Contract Holder will receive quarterly statements
     Contract Holder:      from Aetna of:

                           (a) The value of any amounts held in:

                               (1)   The AG Account; and

                               (2)   The Fund(s) under the Separate Account.

                           (b) The number of any Fund(s) record units; and

                           (c) The Fund(s) record unit value.

                           Such number or values will be as of a specific date
                           no more than 60 days before the date of the notice.

3.08 Loans:                Loans are not available under this Contract.

3.09 Systematic            A distribution option under which a portion of the
     Withdrawal            Current Value will automatically be surrendered and
     Option (SWO):         distributed each year. SWO payments will be
                           calculated on the Contract's full Current Value. The
                           distributed amount is withdrawn pro rata from each
                           investment option used under the Contract. A
                           Surrender Fee will not be deducted from any portion
                           of the Adjusted Current Value which is paid as a
                           distribution under SWO. Contract Holders should
                           consult their tax advisers prior to requesting this
                           distribution option. Aetna will not be responsible
                           for any adverse tax consequences due to receiving SWO
                           payments.

                           (a) Amount of Distribution: The Contract Holder may
                               elect one of the three payment methods described
                               below.

                                       18
<PAGE>

3.09 Systematic                (1) Specified Payment: Payments of a designated
     Withdrawal                    dollar amount. The annual amount may not be
     Option (SWO)                  greater than the percentage of the Current
     (Cont'd):                     Value on the date of the SWO election as
                                   shown on Contract Schedule I. This annual
                                   dollar amount will remain constant. At its
                                   discretion, Aetna may require a minimum
                                   payment amount. If SWO payments are made more
                                   frequently than annually, the designated
                                   annual amount is divided by the number of
                                   payments due each year; or

                               (2) Specified Period: Payments made over a
                                   designated period of time of at least 10
                                   years. The annual amount is calculated by
                                   dividing the Current Value as of December 31
                                   of the year prior to the payment year by the
                                   number of payment years remaining; or

                               (3) Specified Percentage: Payments of a
                                   designated percentage which cannot be greater
                                   than the percentage of the Current Value at
                                   the time of election as shown on Contract
                                   Schedule I. The percentage may be changed by
                                   written request. Aetna reserves the right to
                                   limit the number of times the percentage may
                                   be changed. The annual amount is calculated
                                   by multiplying the Current Value as of
                                   December 31 of the year prior to the payment
                                   year by the designated percentage.

                           Payments upon the Contract Holder's death will
                           continue to the Beneficiary in the manner described
                           in 3.11.

                           (b) Minimum Initial Current Value: At its discretion,
                               Aetna may require a minimum initial Current Value
                               for election of this option. If after election of
                               this option the Current Value is insufficient to
                               make a scheduled SWO payment, Aetna will
                               distribute the entire balance.

                           (c) Date of Distribution: The Contract Holder shall
                               specify the first payment date. The earliest
                               allowable first payment date is the date on which
                               the Contract Holder attains age 59-1/2. As
                               elected by the Contract Holder, SWO payments will
                               be made on a monthly, quarterly, semi-annual or
                               annual basis. If SWO payments are made more
                               frequently than annually, the designated annual
                               amount is divided by the number of payments due
                               each year. Subsequent payments will be made on
                               the 15th of the appropriate months or on such
                               other date Aetna may designate or allow.

                                       19
<PAGE>

3.09 Systematic            (d) Election and Revocation: SWO may be elected by
     Withdrawal                submitting a completed and signed election form
     Option (SWO)              to Aetna's Home Office. Once elected, this option
     (Cont'd):                 may be revoked by the Contract Holder or spousal
                               Beneficiary, if elected after the Contract
                               Holder's death, by submitting a written request
                               to Aetna at its Home Office. Any revocation will
                               apply only to amounts not yet paid. SWO may be
                               elected only once by the Contract Holder or by
                               the spouse Beneficiary.

3.10 Death Benefit         If the Contract Holder or Annuitant dies before
     Amount:               Annuity payments start, the Beneficiary is entitled
                           to a death benefit under the Contract. The claim date
                           is the date when proof of death and the Beneficiary's
                           claim are received in good order at Aetna's Home
                           Office. The amount of the death benefit is determined
                           as follows:

                           (a) Death of Annuitant less than 75 years of age: The
                               guaranteed death benefit is the greatest of:

                               (1) The gross sum of all Purchase Payment(s) made
                                   to the Contract (as of the date of death)
                                   minus the sum of all amounts surrendered,
                                   applied to an Annuity, or deducted from the
                                   Contract;

                               (2) The step up value as of the date of death
                                   plus all Net Purchase Payments made to the
                                   Contract, minus the total of all partial
                                   surrenders, amounts applied to an Annuity and
                                   deductions made from the Contract since
                                   determination of the step up value. The step
                                   up value is the Current Value on the most
                                   recent seventh year anniversary of the date
                                   the first Net Purchase Payment is applied to
                                   the Contract;

                               (3) The Contract's Current Value as of the date
                                   of death.

                                   The excess, if any, of the guaranteed death
                                   benefit value over the Contract's Current
                                   Value is determined as of the date of death.
                                   Any excess amount will be deposited to the
                                   Contract and allocated to Aetna Variable
                                   Encore Fund as of the claim date. The Current
                                   Value on the claim date plus any excess
                                   amount deposited becomes the Contract's
                                   Current Value.

                           (b) Death of Annuitant age 75 or greater: The death
                               benefit amount is the Current Value on the claim
                               date.

                                       20
<PAGE>

3.10 Death Benefit         (c) Death of the Contract Holder if the Contract
     Amount (Cont'd):          Holder is not the Annuitant: The death benefit
                               amount is the Adjusted Current Value on the Claim
                               Date. A Surrender Fee may apply to any full or
                               partial surrender (see 3.13 and Contract Schedule
                               I).

3.11 Death Benefit         Prior to any election, or until amounts must be
     Options available     otherwise distributed under this section, the Current
     to Beneficiary:       Value will be retained in the Contract. The
                           Beneficiary has the right under the Contract to
                           allocate or reallocate any amount to any of the
                           available investment options (subject to an MVA, as
                           applicable). The following options are available to
                           the Beneficiary:

                           (a) When the Contract Holder is the Annuitant: If the
                               Contract Holder/Annuitant dies, and:

                               (1) If the Beneficiary is the Contract Holder's
                                   surviving spouse, the Beneficiary will be the
                                   successor Contract Holder on Aetna's records.
                                   Such successor Contract Holder may exercise
                                   all rights under the Contract and continue in
                                   the Accumulation Period, or may elect (i),
                                   (ii), or (iii) below. Under the Code,
                                   distributions from the Contract are not
                                   required until the successor Contract
                                   Holder's death. The Beneficiary may elect to:

                                   (i) Apply some or all of the Adjusted Current
                                       Value to Annuity option 2, 3 or 4 (see
                                       4.07);

                                   (ii)Apply some or all of the Adjusted
                                       Current Value to Annuity option 1 (see
                                       4.07); or

                                   (iii) Receive, at any time, a lump sum
                                       payment equal to the Adjusted Current
                                       Value.

                               (2) If the Beneficiary is other than the Contract
                                   Holder's surviving spouse, then options (i),
                                   (ii), or (iii) under (1) above apply. Any
                                   portion of the Adjusted Current Value not
                                   applied to Annuity option 2, 3 or 4 within
                                   one year of the Contract Holder's death, must
                                   be distributed within five years of the date
                                   of death.

                               (3) If no Beneficiary exists, a lump sum payment
                                   equal to the Adjusted Current Value will be
                                   made to the Contract Holder's estate.

                           (b) When the Contract Holder is not the Annuitant and
                               the Contract Holder dies, and:

                                       21
<PAGE>

3.11 Death Benefit             (1) If the Beneficiary is the Contract Holder's
     Options available             surviving spouse, the Beneficiary will be the
     to Beneficiary                successor Contract Holder on Aetna's records.
     (Cont'd):                     Such successor Contract Holder may exercise
                                   all rights under the Contract and continue in
                                   the Accumulation Period, or may elect (i),
                                   (ii), or (iii) below. Under the Code,
                                   distributions from the Contract are not
                                   required until the successor Contract
                                   Holder's death. The Beneficiary may elect to:

                                   (i)   Apply some or all of the Adjusted
                                         Current Value to Annuity option 2, 3 or
                                         4 (see 4.07);

                                   (ii)  Apply some or all of the Surrender
                                         Value to Annuity option 1 (see 4.07);
                                         or

                                   (iii) Receive, at any time, a lump sum
                                         payment equal to the Surrender Value.

                               (2) If the Beneficiary is other than the Contract
                                   Holder's surviving spouse, then options (i),
                                   (ii), or (iii) under (1) above apply. Any
                                   portion of the Adjusted Current Value not
                                   applied to Annuity option 2, 3 or 4 within
                                   one year of the Contract Holder's death, must
                                   be distributed within five years of the date
                                   of death.

                               (3) If no Beneficiary exists, a lump sum payment
                                   equal to the Surrender Value will be made to
                                   the Contract Holder's estate.

                           (c) When the Contract Holder is not the Annuitant and
                               the Annuitant dies: The Beneficiary must elect
                               Annuity option 2, 3 or 4 within 60 days of the
                               date of death or the gain, if any, will be
                               includible in the Beneficiary's income in the tax
                               year in which the Annuitant dies.

3.12 Liquidation of        All or any portion of the Adjusted Current Value may
     Surrender Value:      be surrendered at any time. Surrender requests can be
                           submitted as a percentage of the Adjusted Current
                           Value or as a specific dollar amount. Net Purchase
                           Payment amounts are withdrawn first, and then the
                           excess value, if any. For any partial surrender,
                           amounts are withdrawn on a pro rata basis from the
                           Fund(s) and/or the Guaranteed Term(s) Groups of the
                           AG Account in which the Current Value is invested.
                           Within a Guaranteed Term Group, the amount to be
                           surrendered or transferred will be withdrawn first
                           from the oldest Deposit Period, then from the next
                           oldest, and so on until the amount requested is
                           satisfied.

                                       22
<PAGE>

3.12 Liquidation of        After deduction of the Maintenance Fee, if
     Surrender Value       applicable, the surrendered amount shall be reduced
     (Cont'd):             by a Surrender Fee, if applicable.

3.13 Surrender Fee:        The Surrender Fee only applies to the Net Purchase
                           Payment(s) portion surrendered and varies according
                           to the elapsed time since deposit (see Contract
                           Schedule I). Net Purchase Payment amounts are
                           withdrawn in the same order they were applied.

                           No Surrender Fee is deducted from any portion of the
                           Net Purchase Payment which is paid:

                           (a) To a Beneficiary due to the Annuitant's death
                               before Annuity payments start, up to a maximum of
                               the aggregate Net Purchase Payment(s) minus the
                               total of all partial surrenders, amounts applied
                               to an Annuity and deductions made prior to the
                               Annuitant's date of death;

                           (b) As a premium for an Annuity option 2, 3 or 4
                               under this Contract (see 4.07);

                           (c) As a distribution under the SWO provision (see
                               3.09);

                           (d) At least 12 months after the date of the first
                               Purchase Payment to the Contract, in an amount
                               equal to or less than 10% of the Current Value.
                               This applies to the first surrender request,
                               partial or full, in a calendar year. The Current
                               Value is calculated as of the date the surrender
                               request is received in good order at Aetna's Home
                               Office. This waiver is not available to the
                               Contract Holder while SWO is in effect;

                           (e) For a full surrender where the Contract's Current
                               Value is $2,500 or less and no surrenders have
                               been taken from the Contract within the prior 12
                               months;

                           (f) By Aetna under 3.16; or

                           (g) If the Annuitant has spent at least 45
                               consecutive days in a licensed nursing care
                               facility and each of the following conditions are
                               met:

                               (1) more than one calendar year has elapsed since
                                   the date the Contract was issued; and

                               (2) the surrender is requested within 3 years of
                                   admission to a licensed nursing care
                                   facility.

                           This waiver does not apply if the Annuitant was in a
                           nursing care facility at the time the Contract was
                           issued.

                                       23
<PAGE>

3.14 Payment of            Under certain emergency conditions, Aetna may defer
     Surrender Value:      payment:

                           (a) For a period of up to 6 months (unless not
                               allowed by state law); or

                           (b) As provided by federal law.

3.15 Reinstatement:        All or a portion of the proceeds of a full surrender
                           may be reinvested within 30 days after the surrender.
                           Any Maintenance Fee and Surrender Fee charged at the
                           time of surrender on the amount being reinvested will
                           be included in the reinstatement. Any Market Value
                           Adjustment(s) deducted from surrenders will not be
                           included in the reinstatement.

                           Amounts will be reinstated among the AG Account and
                           the Fund(s) in the Separate Account in the same
                           proportion as they were at the time of surrender. Any
                           amounts reinstated to the AG Account will be credited
                           to the Guaranteed Terms available during the current
                           Deposit Period in the same proportion as they were at
                           the time of surrender. In the event that a Guaranteed
                           Term of the same duration is unavailable, amounts
                           will be reinvested in the next shortest Guaranteed
                           Term available in the current Deposit Period. If no
                           shorter Guaranteed Term is available, the next longer
                           Guaranteed Term will be used. The number of Fund(s)
                           Record Units reinstated will be based on the Record
                           Unit Value(s) next computed after receipt at Aetna's
                           Home Office of the reinstatement request and the
                           amount to be reinstated.

                           Any Maintenance Fee which falls due after the
                           surrender and before the reinstatement will be
                           deducted from the amount reinstated.

                           Any Contract surrendered because the Current Value
                           was less than $2,500 immediately following any
                           partial surrender may not be reinstated (see 3.16).

                           Reinstatement is permitted only once.

3.16 Payment of            Upon 90 days' written notice to the Contract Holder,
     Adjusted              Aetna will terminate any Contract if the Current
     Current Value:        Value becomes less than $2,500 immediately following
                           any partial surrender. Aetna does not intend to
                           exercise this right in cases where the Current Value
                           is reduced to $2,500 or less solely due to investment
                           performance. A surrender fee will not be deducted
                           from the Adjusted Current Value. The terminated
                           Adjusted Current Value may not be reinstated.

                                       24
<PAGE>

IV.      ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

4.01 Choices to            The Contract Holder may tell Aetna to apply any
     be Made:              portion of the Adjusted Current Value (minus any
                           premium tax) for an Annuity under option 2, 3, or 4
                           (see 4.07). The first Annuity payment may not be
                           earlier than one calendar year after the initial
                           Purchase Payment nor later than the later of:

                           (a) The first day of the month following the
                               Annuitant's 85th birthday; or

                           (b) The tenth anniversary of the last Purchase
                               Payment. In lieu of the election of an Annuity,
                               the Contract Holder may tell Aetna to make a lump
                               sum payment.

                           When an Annuity option is chosen, Aetna must also be
                           told if payments are to be made other than monthly
                           and whether to pay:

                           (a) A Fixed Annuity using the General Account;

                           (b) A Variable Annuity using any of the Fund(s)
                               available under this Contract for Annuity
                               purposes; or

                           (c) A combination of (a) and (b).

                           If a Fixed Annuity is chosen, the Annuity purchase
                           rate for the option chosen reflects at least the
                           Minimum Guaranteed Interest Rate (see Contract
                           Schedule II), but may reflect a higher interest rate.
                           If a Variable Annuity is chosen, the initial Annuity
                           payment for the option chosen reflects the assumed
                           annual return rate elected. (see Contract Schedule
                           II).

4.02 Terms of              (a) When payments start, the age of the Annuitant
     Annuity Options:          plus the number of years for which payments are
                               guaranteed must not exceed 95.

                           (b) An Annuity option may not be elected if the first
                               payment would be less than $50 or if the total
                               payments in a year would be less than $250 (less
                               if required by state law). Aetna reserves the
                               right to increase the minimum first Annuity
                               payment amount and the minimum annual Annuity
                               payment amount based upon increases reflected in
                               the Consumer Price Index-Urban, (CPI-U) since
                               July 1, 1993.

                           (c) If a Fixed Annuity under option 2, 3, or 4 is
                               chosen and a larger payment would result from
                               applying the Surrender Value to a current Aetna
                               single premium immediate Annuity, Aetna will make
                               the larger payment.

                                       25
<PAGE>

4.02 Terms of              (d) For purposes of calculating the guaranteed first
     Annuity Options           payment of a Variable Annuity or the payments for
     (Cont'd):                 a Fixed Annuity, the Annuitant's and second
                               Annuitant's adjusted age will be used. The
                               Annuitant's and second Annuitant's adjusted age
                               is his or her age as of the birthday closest to
                               the Annuity commencement date reduced by one year
                               for Annuity commencement dates occurring during
                               the period of time from July 1, 1993 through
                               December 31, 1999. The Annuitant's and second
                               Annuitant's age will be reduced by two years for
                               Annuity commencement dates occurring during the
                               period of time from January 1, 2000 through
                               December 31, 2009. The Annuitant's and second
                               Annuitant's age will be reduced by one additional
                               year for Annuity commencement dates occurring in
                               each succeeding decade.

                               The Annuity purchase rates for options 3 and 4
                               are based on mortality from 1983 Table a.

                           (e) Assumed Annual Net Return Rate is the interest
                               rate used to determine the amount of the first
                               Annuity payment under a Variable Annuity as shown
                               on Contract Schedule II. The Separate Account
                               must earn this rate plus enough to cover the
                               mortality and expense risks charges (which may
                               include profit) and administrative charges if
                               future Variable Annuity Payments are to remain
                               level, (see Annuity return factor under Variable
                               Annuity Assumed Annual Net Return Rate on
                               Contract Schedule II).

                           (f) Once elected, Annuity payments cannot be commuted
                               to a lump sum except for Variable Annuity
                               payments under option 2 (see 4.07). The life
                               expectancy of the Annuitant and second Annuitant
                               shall be irrevocable upon the election of an
                               Annuity option.

4.03 Death of              (a) Contract Holder is Annuitant: When the Contract
     Annuitant/                Holder is the Annuitant and the Annuitant dies
     Beneficiary:              under option 2 or 3, or both the Annuitant and
                               the second Annuitant die under option 4(d), the
                               present value of any remaining guaranteed
                               payments will be paid in one sum to the
                               Beneficiary, or upon election by the Beneficiary,
                               any remaining payments will continue to the
                               Beneficiary. If option 4 has been elected and the
                               Contract Holder dies, the remaining payments will
                               continue to the successor payee. If no successor
                               payee has been designated, the Beneficiary will
                               be treated as the successor payee.

                                       26
<PAGE>

4.03 Death of              (b) Contract Holder is Not Annuitant: When the
     Annuitant/                Contract Holder is not the Annuitant and the
     Beneficiary               Contract Holder dies, the remaining payments
     (Cont'd):                 under options 2, 3, or 4 will continue to the
                               successor payee. If no successor payee has been
                               designated, the Beneficiary will be treated as
                               the successor payee.

                               If the Annuitant dies under option 2 or 3, or if
                               both the Annuitant and the second Annuitant die
                               under option 4(d), the present value of any
                               remaining guaranteed payments will be paid in one
                               sum to the Beneficiary, or upon the election by
                               the Beneficiary, any remaining payments will
                               continue to the Beneficiary. If option 4 has been
                               elected, and the Annuitant dies, the remaining
                               payments will continue to the Contract Holder.

                           (c) No Beneficiary Named/Surviving: If there is no
                               Beneficiary under option 2, 3, or 4, the present
                               value of any remaining payments will be paid in
                               one sum to the Contract Holder, or if the
                               Contract Holder is not living, then to the
                               Contract Holder's estate.

                           (d) If the Beneficiary designated under option 1
                               dies, the amount held plus accrued interest will
                               be paid in one sum to a successor Beneficiary, if
                               any, named by the designated Beneficiary. If
                               there is no successor Beneficiary, the lump sum
                               will be paid to the designated Beneficiary's
                               estate.

                           (e) If the Beneficiary or the successor payee dies
                               while receiving Annuity payments, the present
                               value of any remaining guaranteed payments will
                               be paid in one sum to the successor
                               Beneficiary/payee, or upon election by the
                               successor Beneficiary/payee, any remaining
                               payments will continue to the successor
                               Beneficiary/payee. If no successor
                               Beneficiary/payee has been designated, the
                               present value of any remaining guaranteed
                               payments will be paid in one sum to the
                               Beneficiary's/payee's estate.

                           (f) The present value will be determined as of the
                               Valuation Period in which proof of death
                               acceptable to Aetna and a request for payment is
                               received at Aetna's Home Office. The interest
                               rate used to determine the first payment will be
                               used to calculate the present value.

                                       27
<PAGE>

4.04 Fund(s) Annuity       The number of each Fund's Annuity units is based on
     Units -- Separate     the amount  of the first Variable Annuity payment
     Account:              which is equal to: (a) The portion of the Current
                           Value applied to pay a Variable Annuity (minus any
                           premium tax); divided by

                           (b) 1,000; multiplied by

                           (c) The payment rate for the option chosen.

                           Such amount, or portion, of the variable payment will
                           be divided by the appropriate Fund Annuity unit value
                           (see 4.05) on the tenth Valuation Period before the
                           due date of the first payment to determine the number
                           of each Fund Annuity units. The number of each Fund
                           Annuity units remains fixed. Each future payment is
                           equal to the sum of the products of each Fund Annuity
                           unit value multiplied by the appropriate number of
                           Units. The Fund Annuity unit value on the tenth
                           Valuation Period prior to the due date of the payment
                           is used.

4.05 Fund Annuity          For any Valuation Period, a Fund Annuity unit value
     Unit Value--          is equal to:
     Separate Account:
                           (a) The value for the previous Period; multiplied by

                           (b) The Annuity net return factor(s) (see 4.06 below)
                               for the Period; multiplied by

                           (c) A factor to reflect the assumed annual net return
                               rate (see Contract Schedule II).

                           The dollar value of a Fund Annuity unit values and
                           Annuity payments may go up or down due to investment
                           gain or loss.

4.06 Annuity Net           The Annuity net return factor(s) are used to compute
     Return Factor(s) --   Annuity payments for any Fund.
     Separate Account:
                           The Annuity net return factor for each Fund is equal
                           to 1.0000000 plus the net return rate.

                           The net return rate is equal to:

                           (a) The value of the shares of the Fund held by the
                               Separate Account at the end of a Valuation
                               Period; minus

                           (b) The value of the shares of the Fund held by the
                               Separate Account at the start of the Valuation
                               Period; plus or minus

                           (c) Taxes (or reserves for taxes) on the Separate
                               Account (if any); divided by

                                       28
<PAGE>

4.06 Annuity Net Return    (d) The total value of the Fund record units and Fund
     Factor(s) -- Separate     Annuity units of the Separate Account at the
     Account (Cont'd):         start of the Valuation Period; minus

                           (e) A daily charge for Annuity mortality and expense
                               risks, which may include profit, and a daily
                               administrative charge (at the annual rate as
                               shown on Contract Schedule II).

                           A net return rate may be more or less than 0%.

                           The value of a share of the Fund is equal to the net
                           assets of the Fund divided by the number of shares
                           outstanding.

                           Payments shall not be changed due to changes in the
                           mortality or expense results or administrative
                           charges.

4.07 Annuity Options:      Option 1 -- Payment of Interest on Sum Left with
                           Aetna -- This option may be used only by the
                           Beneficiary when the Contract Holder dies before
                           Aetna has started paying an Annuity. A portion or all
                           of the sum paid upon death may be held under this
                           option and will be held in the General Account of
                           Aetna at interest (see 4.01). The Beneficiary may
                           later tell Aetna to:

                           (a) Pay a portion or all of the sum held by Aetna; or

                           (b) Apply a portion or all of the sum held by Aetna
                               to any Annuity Option below.

                           If a nonspouse Beneficiary elects that some or all of
                           the Current Value is to be held under this option,
                           the Beneficiary must tell Aetna to pay the full sum
                           held under this option within 5 years of the date of
                           death.

                           Option 2 -- Payments for a Stated Period of Time --
                           An Annuity will be paid for the number of years
                           chosen. The number of years must be at least 5 and
                           not more than 30.

                           If payments for this option are made under a Variable
                           Annuity, the present value of any remaining payments
                           may be withdrawn at any time. If a withdrawal is
                           requested within 3 years after the start of payments,
                           it will be treated as a surrender and any applicable
                           Surrender Fee will be applied (see 3.13).

                           If a nonspouse Beneficiary elects this option at the
                           death of the Contract Holder, the period selected may
                           not extend beyond the Beneficiary's life expectancy.

                                       29
<PAGE>

4.07 Annuity Options       Option 3 -- Life Income -- An Annuity will be paid
     (Cont'd):             for the life of the Annuitant. If also chosen, Aetna
                           will guarantee payments for 60, 120, 180, or 240
                           months.

                           Option 4 -- Life Income Based upon the Lives of Two
                           Annuitants -- An Annuity will be paid during the
                           lives of the Annuitant and a second Annuitant.
                           Payments will continue until both Annuitants have
                           died. When this option is chosen, a choice must be
                           made of:

                           (a) 100% of the payment to continue after the first
                               death;

                           (b) 66-2/3% of the payment to continue after the
                               first death;

                           (c) 50% of the payment to continue after the first
                               death;

                           (d) Payments for a minimum of 120 months with 100% of
                               the payment to continue after the first death; or

                           (e) 100% of the payment to continue at the death of
                               the second Annuitant and 50% of the payment to
                               continue at the death of the Annuitant.

                           Other Options -- Aetna may make other options
                           available as allowed by the laws of the state in
                           which this Contract is delivered.


                                       30
<PAGE>

                                    OPTION 2

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

- ----------------------------------------------------------------------
        Guaranteed     Monthly    Quarterly   Semi-Annual     Annual
Years      Rate        Payment     Payment      Payment       Payment
- ----------------------------------------------------------------------

  3       3.00%      $ 28.99     $ 86.76      $ 172.88      $ 343.23
  4       3.00%        22.06       66.02        131.56        261.19
  5       3.00%        17.91       53.59        106.78        211.99
  6       3.00%        15.14       45.30         90.27        179.22
  7       3.00%        13.16       39.39         78.49        155.83
  8       3.00%        11.68       34.96         69.66        138.31
  9       3.00%        10.53       31.52         62.81        124.69
 10       3.00%         9.61       28.77         57.33        113.82
 11       3.00%         8.86       26.52         52.85        104.93
 12       3.00%         8.24       24.65         49.13         97.54
 13       3.00%         7.71       23.08         45.98         91.29
 14       3.00%         7.26       21.73         43.29         85.95
 15       3.00%         6.87       20.56         40.96         81.33
 16       3.00%         6.53       19.54         38.93         77.29
 17       3.00%         6.23       18.64         37.14         73.74
 18       3.00%         5.96       17.84         35.56         70.59
 19       3.00%         5.73       17.13         34.14         67.78
 20       3.00%         5.51       16.50         32.87         65.26
 21       3.00%         5.32       15.92         31.72         62.98
 22       3.00%         5.15       15.40         30.68         60.92
 23       3.00%         4.99       14.92         29.74         59.04
 24       3.00%         4.84       14.49         28.88         57.33
 25       3.00%         4.71       14.09         28.08         55.76
 26       3.00%         4.59       13.73         27.36         54.31
 27       3.00%         4.47       13.39         26.68         52.97
 28       3.00%         4.37       13.08         26.06         51.74
 29       3.00%         4.27       12.79         25.49         50.60
 30       3.00%         4.18       12.52         24.95         49.53
- ----------------------------------------------------------------------


                                       31
<PAGE>

                                    OPTION 3

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Months

- ----------------------------------------------------------------------
 Adjusted Age of
    Annuitant          None       60        120      180        240
- ----------------------------------------------------------------------

       50             $ 4.05    $ 4.50    $ 4.03    $ 3.99    $ 3.93
       51               4.12      4.11      4.09      4.05      3.99
       52               4.19      4.19      4.16      4.11      4.04
       53               4.27      4.26      4.23      4.18      4.10
       54               4.35      4.34      4.31      4.25      4.16

       55               4.44      4.42      4.39      4.32      4.22
       56               4.53      4.51      4.47      4.40      4.29
       57               4.62      4.61      4.56      4.48      4.35
       58               4.72      4.71      4.65      4.56      4.42
       59               4.83      4.81      4.75      4.64      4.49

       60               4.95      4.93      4.86      4.73      4.55
       61               5.07      5.05      4.97      4.83      4.62
       62               5.20      5.17      5.08      4.92      4.69
       63               5.34      5.31      5.20      5.02      4.76
       64               5.49      5.45      5.33      5.12      4.83

       65               5.65      5.61      5.47      5.22      4.89
       66               5.82      5.77      5.61      5.33      4.96
       67               6.01      5.94      5.75      5.44      5.02
       68               6.20      6.13      5.91      5.54      5.08
       69               6.41      6.33      6.07      5.65      5.14

       70               6.64      6.54      6.23      5.76      5.19
       71               6.88      6.76      6.41      5.86      5.24
       72               7.14      7.00      6.59      5.97      5.28
       73               7.43      7.26      6.77      6.06      5.32
       74               7.73      7.53      6.96      6.16      5.35

       75               8.06      7.82      7.14      6.25      5.38
- ----------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.

                                       32
<PAGE>

                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

- --------------------------------------------------------------------------------
    Adjusted Ages
- -------------------
            Second
Annuitant  Annuitant  Option 4a   Option 4b   Option 4c   Option 4d   Option 4e
- --------------------------------------------------------------------------------

    55        50       $ 3.69     $ 4.05      $ 4.27      $ 3.69      $ 4.03
    55        55         3.88       4.25        4.47        3.87        4.14
    55        60         3.99       4.44        4.71        3.98        4.42

    60        55         3.99       4.44        4.71        3.98        4.42
    60        60         4.24       4.71        4.99        4.23        4.57
    60        65         4.38       4.97        5.32        4.38        4.93

    65        60         4.38       4.97        5.32        4.38        4.93
    65        65         4.72       5.33        5.70        4.71        5.14
    65        70         4.93       5.68        6.15        4.91        5.66

    70        65         4.93       5.68        6.15        4.91        5.66
    70        70         5.40       6.21        6.70        5.36        5.96
    70        75         5.69       6.68        7.32        5.62        6.67

    75        70         5.69       6.68        7.32        5.62        6.67
    75        75         6.37       7.45        8.15        6.23        7.12
    75        80         6.78       8.11        8.99        6.54        8.13
- --------------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.

                                       33
<PAGE>

                                    OPTION 2

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- --------------------------------------------------------------------
        Guaranteed    Monthly   Quarterly   Semi-Annual      Annual
Years      Rate       Payment    Payment      Payment       Payment
- --------------------------------------------------------------------

  3        3.50%     $ 29.19    $ 87.33     $ 173.91      $ 344.86
  4        3.50%       22.27      66.61       132.65        263.04
  5        3.50%       18.12      54.19       107.92        213.99
  6        3.50%       15.35      45.92        91.44        181.32
  7        3.50%       13.38      40.01        79.69        158.01
  8        3.50%       11.90      35.59        70.88        140.56
  9        3.50%       10.75      32.16        64.05        127.00
 10        3.50%        9.83      29.42        58.59        116.18
 11        3.50%        9.09      27.18        54.13        107.34
 12        3.50%        8.46      25.32        50.42         99.98
 13        3.50%        7.94      23.75        47.29         93.78
 14        3.50%        7.49      22.40        44.62         88.47
 15        3.50%        7.10      21.24        42.31         83.89
 16        3.50%        6.76      20.23        40.29         79.89
 17        3.50%        6.47      19.34        38.51         76.37
 18        3.50%        6.20      18.55        36.94         73.25
 19        3.50%        5.97      17.85        35.54         70.47
 20        3.50%        5.75      17.22        34.28         67.98
 21        3.50%        5.56      16.65        33.15         65.74
 22        3.50%        5.39      16.13        32.13         63.70
 23        3.50%        5.24      15.66        31.19         61.85
 24        3.50%        5.09      15.24        30.34         60.17
 25        3.50%        4.96      14.85        29.56         58.62
 26        3.50%        4.84      14.49        28.85         57.20
 27        3.50%        4.73      14.15        28.19         55.90
 28        3.50%        4.63      13.85        27.58         54.69
 29        3.50%        4.53      13.57        27.02         53.57
 30        3.50%        4.45      13.30        26.49         52.53
- --------------------------------------------------------------------


                                       34
<PAGE>


                                    OPTION 2

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- --------------------------------------------------------------------
        Guaranteed    Monthly   Quarterly    Semi-Annual     Annual
Years      Rate       Payment    Payment       Payment      Payment
- --------------------------------------------------------------------

  3        5.00%     $ 29.80    $ 89.04     $ 176.99       $ 349.72
  4        5.00%       22.89      68.38       135.93         268.58
  5        5.00%       18.74      56.00       111.33         219.98
  6        5.00%       15.99      47.77        94.96         187.64
  7        5.00%       14.02      41.90        83.30         164.59
  8        5.00%       12.56      37.52        74.58         147.35
  9        5.00%       11.42      34.11        67.81         133.99
 10        5.00%       10.51      31.40        62.42         123.34
 11        5.00%        9.77      29.19        58.03         114.66
 12        5.00%        9.16      27.36        54.38         107.45
 13        5.00%        8.64      25.81        51.31         101.39
 14        5.00%        8.20      24.50        48.69          96.21
 15        5.00%        7.82      23.36        46.44          91.75
 16        5.00%        7.49      22.37        44.47          87.88
 17        5.00%        7.20      21.51        42.75          84.48
 18        5.00%        6.94      20.74        41.23          81.47
 19        5.00%        6.71      20.06        39.88          78.80
 20        5.00%        6.51      19.46        38.68          76.42
 21        5.00%        6.33      18.91        37.59          74.28
 22        5.00%        6.17      18.42        36.62          72.35
 23        5.00%        6.02      17.98        35.73          70.61
 24        5.00%        5.88      17.57        34.93          69.02
 25        5.00%        5.76      17.20        34.20          67.57
 26        5.00%        5.65      16.87        33.53          66.25
 27        5.00%        5.54      16.56        32.92          65.04
 28        5.00%        5.45      16.28        32.35          63.93
 29        5.00%        5.36      16.01        31.83          62.90
 30        5.00%        5.28      15.77        31.35          61.95
- --------------------------------------------------------------------

                                       35
<PAGE>

                                    OPTION 3

                                   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

- ----------------------------------------------------------------
   Age of
 Annuitant      None        60        120       180        240
- ----------------------------------------------------------------

     50       $ 4.34     $ 4.34     $ 4.31    $ 4.27    $ 4.22
     51         4.41       4.40       4.38      4.33      4.27
     52         4.48       4.47       4.45      4.40      4.32
     53         4.56       4.55       4.52      4.46      4.38
     54         4.64       4.63       4.59      4.53      4.44

     55         4.72       4.71       4.67      4.60      4.50
     56         4.81       4.80       4.75      4.67      4.56
     57         4.91       4.89       4.84      4.75      4.62
     58         5.01       4.99       4.93      4.83      4.69
     59         5.12       5.10       5.03      4.92      4.75

     60         5.23       5.21       5.13      5.00      4.82
     61         5.36       5.33       5.24      5.09      4.88
     62         5.49       5.45       5.35      5.19      4.95
     63         5.63       5.59       5.47      5.28      5.02
     64         5.78       5.73       5.60      5.38      5.08

     65         5.94       5.89       5.73      5.48      5.15
     66         6.11       6.05       5.87      5.58      5.21
     67         6.29       6.22       6.02      5.69      5.27
     68         6.49       6.41       6.17      5.79      5.33
     69         6.70       6.60       6.33      5.90      5.38

     70         6.92       6.81       6.49      6.00      5.43
     71         7.17       7.04       6.66      6.10      5.48
     72         7.43       7.27       6.84      6.20      5.52
     73         7.71       7.53       7.02      6.30      5.55
     74         8.02       7.80       7.20      6.39      5.59

     75         8.35       8.08       7.38      6.48      5.62
- ----------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       36
<PAGE>

                                    OPTION 3

                                   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

- ----------------------------------------------------------------
 Age of
Annuitant     None        60        120        180         240
- ----------------------------------------------------------------

    50       $ 5.26     $ 5.25    $ 5.22     $ 5.17     $ 5.11
    51         5.33       5.32      5.28       5.23       5.15
    52         5.40       5.38      5.34       5.29       5.20
    53         5.47       5.45      5.41       5.35       5.26
    54         5.54       5.53      5.48       5.41       5.31

    55         5.63       5.61      5.56       5.47       5.36
    56         5.71       5.69      5.63       5.54       5.42
    57         5.80       5.78      5.72       5.61       5.47
    58         5.90       5.88      5.81       5.69       5.53
    59         6.01       5.98      5.90       5.77       5.59

    60         6.12       6.09      6.00       5.85       5.65
    61         6.24       6.21      6.10       6.93       5.71
    62         6.37       6.33      6.21       6.02       5.77
    63         6.51       6.46      6.33       6.11       5.83
    64         6.66       6.60      6.45       6.20       5.89

    65         6.82       6.75      6.57       6.30       5.95
    66         6.99       6.91      6.71       6.39       6.01
    67         7.17       7.08      6.85       6.49       6.06
    68         7.36       7.27      6.99       6.59       6.12
    69         7.57       7.46      7.15       6.69       6.17

    70         7.80       7.67      7.30       6.78       6.21
    71         8.05       7.89      7.47       6.88       6.25
    72         8.31       8.13      7.64       6.97       6.29
    73         8.59       8.38      7.81       7.06       6.33
    74         8.90       8.64      7.99       7.15       6.36

    75         9.23       8.93      8.16       7.23       6.38
- ----------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.

                                       37
<PAGE>

                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- ----------------------------------------------------------------------------
   Adjusted Ages
- --------------------
            Second
Annuitant  Annuitant  Option 4a  Option 4b  Option 4c  Option 4d  Option 4e
- ----------------------------------------------------------------------------

    55        50        $ 3.97   $ 4.35     $ 4.56       $ 3.97   $ 4.31
    55        55          4.16     4.54       4.76         4.15     4.42
    55        60          4.27     4.73       5.00         4.26     4.48

    60        55          4.27     4.73       5.00         4.26     4.70
    60        60          4.51     4.99       5.27         4.50     4.84
    60        65          4.66     5.25       5.61         4.65     4.93

    65        60          4.66     5.25       5.61         4.65     5.22
    65        65          4.99     5.61       5.99         4.98     5.42
    65        70          5.19     5.97       6.44         5.17     5.54

    70        65          5.19     5.97       6.44         5.17     5.93
    70        70          5.67     6.49       6.99         5.62     6.23
    70        75          5.95     6.96       7.61         5.87     6.40

    75        70          5.95     6.96       7.61         5.87     6.95
    75        75          6.64     7.73       8.43         6.48     7.40
    75        80          7.04     8.39       9.29         6.79     7.64
- ----------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       38
<PAGE>

                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- --------------------------------------------------------------------------------
          Adjusted Ages
- ----------------------------------
              Second
Annuitant    Annuitant  Option 4a  Option 4b  Option 4c  Option 4d  Option 4e
- --------------------------------------------------------------------------------

    55          50       $ 4.88    $ 5.26     $ 5.48      $ 4.88    $ 5.23
    55          55         5.04      5.44       5.66        5.04      5.32
    55          60         5.15      5.63       5.91        5.14      5.38

    60          55         5.15      5.63       5.91        5.14      5.59
    60          60         5.37      5.87       6.16        5.37      5.72
    60          65         5.52      6.14       6.51        5.51      5.80

    65          60         5.52      6.14       6.51        5.51      6.10
    65          65         5.83      6.49       6.87        5.82      6.29
    65          70         6.04      6.84       7.34        6.00      6.41

    70          65         6.04      6.84       7.34        6.00      6.81
    70          70         6.49      7.35       7.87        6.44      7.08
    70          75         6.77      7.84       8.51        6.68      7.25

    75          70         6.77      7.84       8.51        6.68      7.81
    75          75         7.45      8.60       9.33        7.27      8.25
    75          80         7.86      9.28      10.20        7.57      8.49
- --------------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       39
<PAGE>





- --------------------------------------------------------------------------------
                    Aetna Life Insurance and Annuity Company
                       Home Office: 151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 (800) 531-4547


           Individual Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating

- --------------------------------------------------------------------------------









ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.






                    ------------------------------------------------------------
                    Aetna Life Insurance and Annuity Company
                    Home Office:  151 Farmington Avenue
                    Hartford, Connecticut  06156
                    (800) 525-4225

                    Aetna Life Insurance and Annuity Company, herein called
                    Aetna, agrees to pay the benefits stated in this Contract.

Specifications
- --------------------------------------------------------------------------------
Plan
  Marathon Plus
- --------------------------------------------------------------------------------
Type of Plan
  Individual Retirement Annuity Rollover Account
- --------------------------------------------------------------------------------
Contract Holder
  John D. Jones
- --------------------------------------------------------------------------------
Contract No.
  Specimen
- --------------------------------------------------------------------------------
Effective Date
  September 1, 1993
- --------------------------------------------------------------------------------
This Contract is Delivered in Your State      and is Subject to the Laws of that
Jurisdiction

THE VARIABLE FEATURES OF THE CONTRACT ARE DESCRIBED IN PARTS III AND IV.

Right to Cancel
- --------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 10 days of receiving it, by
sending a written notice to Aetna at the above address or to the agent from whom
it was purchased. Aetna will return all payments made for this Contract within 7
days after it receives the notice of cancellation and this Contract at its Home
Office.

This page, the following pages, and the application make up the entire Contract.

Signed at the Home Office on the Effective Date.

          /s/ G. G. Benanav                           /s/ George N. Gingold
          Gary G. Benanav                               George N. Gingold
              President                                     Secretary

           Individual Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating

ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE. THE MARKET


I-CDA-IC(IR/MP)

<PAGE>


VALUE ADJUSTMENT FORMULA DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS
MATURITY.


                                       2

<PAGE>


Specifications

- --------------------------------------------------------------------------------
Guaranteed                There is a guaranteed interest rate for Purchase
Interest Rate             Payment(s) held in the MG Account. (See Schedule I).
- --------------------------------------------------------------------------------
Deductions from           There will be deductions for mortality and expense
the Separate              risks and administrative fees. (See Contract
Account                   Schedule I and II).
- --------------------------------------------------------------------------------
Deduction from Purchase   Purchase Payment(s) are subject to a deduction for
Purchase                  premium taxes, if any. (See 3.01.)
Payment(s)
- --------------------------------------------------------------------------------
Surrender Fee             There will be a charge deducted upon surrender.
                          (See Contract Schedule I).


This Contract is a legal contract and constitutes the entire legal relationship
between Aetna and the Contract Holder.

READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail, all of the
rights and obligations of both you and Aetna. IT IS THEREFORE IMPORTANT THAT YOU
READ THIS CONTRACT CAREFULLY.


                                       3

<PAGE>


                               Contract Schedule I
                               Accumulation Period

Separate Account
- --------------------------------------------------------------------------------

Separate Account:         Variable Annuity Account B

Charges to Separate       A daily charge is deducted from any portion of the
Account:                  Current Value allocated to the Separate Account. The
                          deduction is the daily equivalent of the annual
                          effective percentage shown in the following chart:

                          Administrative Charge                 0.15%
                          Mortality Risk Charge                 0.35%
                          Expense Risk Charge                   0.90%
                                                                -----

                          Total Separate Account
                          Charges                               1.40%

Marathon Guaranteed Account (MG Account)
- --------------------------------------------------------------------------------

                          Minimum Guaranteed Interest Rate (effective annual
                          rate of return): 3.0%.

Separate Account and MG Account
- --------------------------------------------------------------------------------

Transfers:                An unlimited number of Transfers may be made during
                          the Accumulation Period. Aetna allows 12 free
                          Transfers in any calendar year. Thereafter, Aetna
                          reserves the right to charge $10 for each subsequent
                          Transfer.

Maintenance Fee:          The annual Maintenance Fee is $30. If the Current
                          Value is $50,000 or more on the date the Maintenance
                          Fee is to be deducted, the Maintenance Fee is $0.

Surrender Fee:            For each surrender, the Surrender Fee will be
                          determined as follows:

<TABLE>
<CAPTION>
                                                                    Surrender Fee
                          Length of Time from Deposit of Net      (as percentage of
                          Purchase Payment (Years)              Net Purchase Payments

                          <S>                                            <C>
                          Less than 2 years                              7%
                          2 or more but less than 4 years                6%
                          4 or more but less than 5 years                5%
                          5 or more but less than 6 years                4%
                          6 or more but less than 7 years                3%
                          7 years or more                                0%
</TABLE>


                                       4

<PAGE>


                         Contract Schedule I (Continued)
                               Accumulation Period

Separate Account and MG Account (Cont'd)
- --------------------------------------------------------------------------------

Systematic Withdrawal     The specified payment or specified percentage may not
Option (SWO):             be greater than 10% of the Current Value at time of
                          election.


See 1.  GENERAL DEFINITIONS for explanations.


                                       5

<PAGE>


                              Contract Schedule II
                                 Annuity Period

Separate Account
- --------------------------------------------------------------------------------

Charges to Separate       A daily charge at an annual effective of 1.25% for
Account:                  Annuity mortality and expense risks. The
                          administrative charge is established upon election of
                          an Annuity option. This charge will not exceed 0.25%

Variable Annuity Assumed  If a Variable Annuity is chosen, an assumed annual net
Annual Net Return Rate:   return rate of 5.0% may elected. If 5.0% is not
                          elected, Aetna will use an assumed annual net return
                          rate of 3.5%.

                          The assumed annual net return rate factor for 3.5% per
                          year is 0.9999058.

                          The assumed annual net return rate factor for 5.0% per
                          year is 0.9998663.

                          If the portion of a Variable Annuity payment for any
                          Fund is not to decrease, the Annuity return factor
                          under the Separate Account for that Fund must be:

                          (a)  4.75% on an annual basis plus an annual return of
                               up to 0.25% to offset the administrative charge
                               set at the time Annuity payments commence if an
                               assumed annual net return rate of 3.5% is chosen;
                               or

                          (b)  6.25% on an annual basis plus an annual return of
                               up to 0.25% to offset the administrative charge
                               set at the time Annuity payments commence, if an
                               assumed annual net return rate of 5% is chosen.

Fixed Annuity
- --------------------------------------------------------------------------------

                          Minimum Guaranteed Interest Rate (effective annual
                          rate of return): 3.0%


See 1.  GENERAL DEFINITIONS for explanations.


                                       6

<PAGE>


                                TABLE OF CONTENTS
                                                                          Page

I. GENERAL DEFINITIONS
- --------------------------------------------------------------------------------

1.01     Accumulation Period.................................................9
1.02     Adjusted Current Value..............................................9
1.03     Annuitant...........................................................9
1.04     Annuity.............................................................9
1.05     Beneficiary.........................................................9
1.06     Code................................................................9
1.07     Contract............................................................9
1.08     Contract Holder.....................................................9
1.09     Current Value.......................................................9
1.10     Deposit Period......................................................9
1.11     Fixed Annuity......................................................10
1.12     Fund(s)............................................................10
1.13     General Account....................................................10
1.14     Guaranteed Rates - MG Account......................................10
1.15     Guaranteed Term....................................................10
1.16     Guaranteed Term(s) Groups..........................................10
1.17     Maintenance Fee....................................................10
1.18     Marathon Guaranteed Account (MG Account)...........................11
1.19     Market Value Adjustment (MVA)......................................11
1.20     Matured Term Value.................................................11
1.21     Matured Term Value Transfer........................................11
1.22     Maturity Date......................................................11
1.23     Net Purchase Payment...............................................11
1.24     Nonunitized Separate Account.......................................11
1.25     Purchase Payment...................................................11
1.26     Reinvestment.......................................................12
1.27     Separate Account...................................................12
1.28     Surrender Value....................................................12
1.29     Transfers..........................................................12
1.30     Valuation Period (Period)..........................................12
1.31     Variable Annuity...................................................12

II. GENERAL PROVISIONS
- --------------------------------------------------------------------------------

2.01     Change of Contract.................................................13
2.02     Change of Fund(s)..................................................13
2.03     Nonparticipating Contract..........................................14
2.04     Payments and Elections.............................................14
2.05     State Laws.........................................................14


                                       7

<PAGE>
                                                                          Page

2.06     Control of Contract................................................14
2.07     Designation of Beneficiary.........................................14
2.08     Misstatements and Adjustments......................................15
2.09     Incontestability...................................................15
2.10     Grace Period.......................................................15

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------------------------------------------------------

3.01     Net Purchase Payment...............................................15
3.02     Fund(s) Record Units -- Separate Account...........................15
3.03     Net Return Factor(s) -- Separate Account...........................15
3.04     Fund Record Unit Value -- Separate Account.........................16
3.05     Market Value Adjustment............................................16
3.06     Transfer of Current Value from the Funds or MG Account.............18
3.07     Reports............................................................18
3.08     Notice to the Contract Holder......................................18
3.09     Loans..............................................................19
3.10     Distribution Options...............................................19
3.11     Death Benefit Amount...............................................23
3.12     Death Benefit Options Available to Beneficiary.....................24
3.13     Required Distribution to Contract Holder/Beneficiary...............25
3.14     Liquidation of Surrender Value.....................................26
3.15     Surrender Fee......................................................26
3.16     Payment of Surrender Value.........................................27
3.17     Reinstatement......................................................27
3.18     Payment of Adjustment Current Value................................28

IV. ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

4.01     Choices to be Made.................................................28
4.02     Annuity Payments to Contract Holder................................29
4.03     Annuity Payments to Beneficiary....................................29
4.04     Terms of Annuity Options...........................................29
4.05     Death of Annuitant/ Beneficiary....................................30
4.06     Fund(s) Annuity Units -- Separate Account..........................31
4.07     Fund Annuity Unit Value -- Separate Account........................31
4.08     Annuity Net Return Factor(s) -- Separate Account...................32
4.09     Annuity Options....................................................32


                                       8

<PAGE>



I.  GENERAL DEFINITIONS
- --------------------------------------------------------------------------------

1.01  Accumulation Period:        The period during which the Net Purchase
                                  Payment is allied to the Contract to provide
                                  future Annuity payment(s).

1.02  Adjusted Current Value:     The Current Value of a Contract plus or minus
                                  any aggregate MG Account MVA, if applicable.
                                  (See 1.19)

1.03  Annuitant:                  The person whose life is measured for purposes
                                  of the guaranteed death benefit and the
                                  duration of Annuity payments under this
                                  Contract. The Contract Holder and Annuitant
                                  must be the same person under this Contract.

1.04  Annuity:                    Payment of an income:

                                  (a) For the life of one or two persons;
                                  (b) For a stated period; or
                                  (c) For some combination of (a) and (b).

1.05  Beneficiary:                The individual or estate entitled to receive
                                  any payment from the Contract upon the death
                                  of the Annuitant.

1.06  Code:                       The Internal Revenue Code of 1986, as it may
                                  be amended from time to time.

1.07  Contract:                   This agreement between Aetna and the Contract
                                  Holder to provide an annuity which qualifies
                                  as an Individual Retirement. Annuity under
                                  Code Section 408(b) for the exclusive benefit
                                  of the Contract Holder or his or her
                                  Beneficiary(ies).

1.08  Contract Holder:            A person who purchases this Contract. The
                                  Contract Holder has all right, title and
                                  interest under the Contract.

1.09  Current Value:              As of the most recent Valuation Period, the
                                  Net Purchase Payment and any additional amount
                                  deposited pursuant to 3.11 plus any interest
                                  added to the portion allocated to the MG
                                  Account; and plus or minus the investment
                                  experience of the portion allocated to the
                                  Funds since deposit; less all Maintenance Fees
                                  deducted, any amounts surrendered and any
                                  amounts applied to an Annuity.

1.10  Deposit Period:             A calendar week, a calendar month, a calendar
                                  quarter, or any other period of time specified
                                  by Aetna during which the Net Purchase
                                  Payment, Transfers and Reinvestments are
                                  accepted into the MG Account for one or more
                                  Guaranteed Terms. Aetna reserves the right to
                                  extend the Deposit Period.

1.11  Fixed Annuity:              An Annuity with payments that do not vary in
                                  amount.


                                       9

<PAGE>


1.12  Fund(s):                    The open-end management investment companies
                                  (mutual funds) in which the Separate Account
                                  invests.

1.13  General Account:            The account holding the assets of Aetna, other
                                  than those assets held in Aetna's separate
                                  accounts.

1.14  Guaranteed Rates - MG       Aetna will declare the interest rate(s)
      Account:                    applicable to a specific Guaranteed Term at
                                  the start of the Deposit Period for that
                                  Guaranteed Term. The rate(s) are guaranteed by
                                  Aetna for that Deposit Period and the ensuing
                                  Guaranteed Term. The Guaranteed Rates are
                                  annual effective yields. That is, interest is
                                  credited daily at a rate that will produce
                                  time Guaranteed Rate over the period of a
                                  year. No Guaranteed Rate will ever be less
                                  than the Minimum Guaranteed Rate shown on
                                  Contract Schedule I.

                                  For Guaranteed Terms of one year or less, one
                                  Guaranteed Rate is credited for the full
                                  Guaranteed Term. For longer Guaranteed Terms,
                                  an initial Guaranteed Rate is credited from
                                  the date of deposit to the end of a specified
                                  period within the Guaranteed Term. There may
                                  be different Guaranteed Rate(s) declared for
                                  subsequent specified time intervals throughout
                                  the Guaranteed Term.

1.15  Guaranteed Term:            The period of time for which MG Account
                                  Guaranteed Rates are guaranteed on Net
                                  Purchase Payments. Transfers and Reinvestments
                                  made into a current Deposit Period for the MG
                                  Account. Such period begins on the day
                                  following the close of the Deposit Period and
                                  ends on the designated Maturity Date.
                                  Guaranteed Terms are offered at Aetna's
                                  discretion for various lengths of time ranging
                                  up to and including ten years.

                                  During a Deposit Period, Aetna may make
                                  available any number of Guaranteed Terms. The
                                  Contract Holder may allocate the Net Purchase
                                  Payment and Transfers into any or all of the
                                  available Guaranteed Terms.

1.16  Guaranteed Term(s)          All MG Account Guaranteed Term(s) with the
      Groups:                     same length of time from the close of the
                                  Deposit Period until the designated Maturity
                                  Date.

1.17  Maintenance Fee:            The Maintenance Fee (see Contract Schedule I)
                                  will be deducted during the Accumulation
                                  Period from the Current Value on each
                                  anniversary of the date the Contract is
                                  established and upon the surrender of the
                                  entire Contract.


                                       10

<PAGE>

1.18  Marathon Guaranteed         An accumulation option where Aetna guarantees
      Account (MG Account):       stipulated rate(s) of interest for specified
                                  periods of time. All assets of Aetna,
                                  including amounts in the Nonunitized Separate
                                  Account, are available to meet the guarantees
                                  under the MG Account.

1.19  Market Value                An adjustment to the amount withdrawn or
      Adjusted (MVA):             transferred from an MG Account Guaranteed Term
                                  prior to the end of that Guaranteed Term. The
                                  adjustment reflects the change in the value of
                                  the investment due toe changes in interest
                                  rates since the date of deposit and is
                                  computed using the formula given in 3.05. The
                                  adjustment is expressed as a percentage of
                                  each dollar being withdrawn.

1.20  Matured Term Value:         The amount due on an MG Account Guaranteed
                                  Term's Maturity Date.

1.21  Matured Term Value          During the calendar month following an MG
      Transfer:                   Account Maturity Date, the Contract Holder may
                                  notify Aetna's Home Office in writing to
                                  Transfer or surrender all or part of the
                                  Matured Term Value, plus interest at the new
                                  Guaranteed Rate accrued thereon, from the MG
                                  Account without an MVA. This provision only
                                  applies to the first such written request
                                  received from the Contract Holder during this
                                  period for any Matured Term Value.

1.22  Maturity Date:              The last day of an MG Account Guaranteed Term.

1.23  Net Purchase Payment:       The Purchase Payment less premium taxes,
                                  as applicable.

1.24  Nonunitized Separate        A separate account set up by Aetna under Title
      Account:                    38, Section 38a-433, of the Connecticut
                                  General Statutes, that holds assets for MG
                                  Account Terms. There are no discrete units for
                                  this Account. The Contract Holder does not
                                  participate in the investment gain or loss
                                  from the assets held in the Nonunitized
                                  Separate Account. Such gain or loss is borne
                                  entirely by Aetna. These assets may be
                                  chargeable with liabilities arising out of any
                                  other business of Aetna.

1.25  Purchase Payment:           The cash payment accepted by Aetna at its Home
                                  office which is a rollover amount under Code
                                  Section 402(c), 403(a)(4), 403(b)(8), or
                                  408(d)(3). Aetna may require verification that
                                  a rollover amount qualifies as such under the
                                  Code. Payments to Simplified Employee Pension
                                  plans and annual deductible and nondeductible
                                  contributions to Individual Retirement
                                  Annuities are not accepted under this
                                  Contract.

                                       11
<PAGE>

1.26  Reinvestment:               Aetna will mail a notice to the Contract
                                  Holder at least 18 calendar days before a
                                  Guaranteed Term's Maturity Date. This notice
                                  will contain the Terms available during
                                  current Deposit Periods with their Guaranteed
                                  Rate(s), and projected Matured Term Value. If
                                  no specific direction is given by the Contract
                                  Holder prior to the Maturity Date, each
                                  Matured Term Value will be reinvested in the
                                  current Deposit Period for a Guaranteed Term
                                  of the same duration. If a Guaranteed Term of
                                  the same duration is unavailable, each Matured
                                  Term Value will automatically be reinvested in
                                  the current Deposit Period for the next
                                  shortest Guaranteed Term available. If no
                                  shorter Guaranteed Term is available, the next
                                  longer Guaranteed Term will be used. Aetna
                                  will mail a confirmation statement to the
                                  Contract Holder the next business day after
                                  the Maturity Date. This notice will state the
                                  Guaranteed Term and Guaranteed Rate(s) which
                                  will apply to the reinvested Matured Term
                                  Value.

1.27  Separate Account:           A separate account that buys and holds shares
                                  of the Fund(s) income, gains or losses,
                                  realized or unrealized, are credited or
                                  charged to the Separate Account without regard
                                  to other income, gains or losses of Aetna.
                                  Aetna owns the assets held in the Separate
                                  Account and is not a trustee as to such
                                  amounts. This Separate Account generally is
                                  not guaranteed and is held at market value.
                                  The assets of the Separate Account, to the
                                  extent of reserves and other contract
                                  liabilities of the Account, shall not be
                                  charged with other Aetna liabilities.

1.28  Surrender Value:            The amount payable by Aetna upon the surrender
                                  of any portion of the Contract.

1.29  Transfers:                  The movement of invested amounts among the
                                  available Fund(s) and the MG Account under
                                  this Contract during the Accumulation Period.

1.30  Valuation Period (Period):  The period of time for which a fund determines
                                  its net asset value, usually from 4:15 p.m.
                                  Eastern time each day the New York Stock
                                  Exchange is open until 4:15 p.m. the next such
                                  day, or such other day that one or more of the
                                  Funds determines its net asset value.

1.31  Variable Annuity:           An Annuity with payments that vary with the
                                  net investment results of one or more Funds
                                  held under the Separate Account.

                                       12
<PAGE>

II.      GENERAL PROVISIONS
- -------------------------------------------------------------------------------

2.01  Change of Contract:         Only an authorized officer of Aetna may change
                                  the terms of this Contract. Aetna will notify
                                  the Contract Holder in writing at least 30
                                  days before the effective date of any change.
                                  Any change will not affect the amount or terms
                                  of any Annuity which begins before the change.

                                  Aetna may make any change that affects the MG
                                  Account Market Value Adjustment (3.05) with at
                                  least 30 days' advance written notice to the
                                  Contract Holder. Any such change shall become
                                  effective for any new Term.

                                  Aetna reserves the right to change the terms
                                  of the distribution options (3.10) for future
                                  elections and discontinue the availability of
                                  these options after proper notification.

                                  The following will not be changed:

                                  (a) Net Purchase Payment (1.23)
                                  (b) MG Account Guaranteed Rate (1.14)
                                  (c) Net Return Factor(s)
                                      -- Separate Account (3.03)
                                  (d) Current Value (1.09)
                                  (e) Surrender Value (1.28)
                                  (f) Fund(s) Annuity Unit Value
                                      -- Separate Account (4.05)
                                  (g) Annuity options (4.09)
                                  (h) Fixed Annuity Interest Rates (4.01)
                                  (i) Transfers (1.29)

                                  Any change that affects the tables for the
                                  Annuity options may be made:

                                  (a) No earlier than 12 months after the
                                      effective date of this Contract; and

                                  (b) No earlier than 12 months after the
                                      effective date of any prior change.

                                  This Contract may be changed as deemed
                                  necessary by Aetna to comply with federal or
                                  state law.

2.02  Change of Fund(s):           Aetna, or the Separate Account, may:

                                  (a) Change the Fund(s) which may be invested
                                      in by the Separate Account; and

                                  (b) Replace the shares of any Fund(s) held in
                                      the Separate Account with shares of any
                                      other Fund(s).

                                       13
<PAGE>

2.02  Change of Fund(s)
      (Cont'd):

                                  Changes must be:
                                  (a) Approved by a majority vote in the
                                      Separate Account with respect to the
                                      Fund(s) whose shares are to be replaced;
                                      or

                                  (b) Deemed necessary by Aetna under the
                                      Investment Company Act of 1940; or

                                  (c) Deemed necessary by Aetna to accomplish
                                      the purpose of the Separate Account.

                                  Aetna will notify the Contract Holder of
                                  any change.

2.03  Nonparticipating Contract:  The Contract Holder or Beneficiaries will not
                                  have a right to share in the earnings of
                                  Aetna.

2.04  Payments and Elections:     While the Contract Holder is living, Aetna
                                  will pay the Contract Holder any Annuity
                                  payments as and when due. After the Contract
                                  Holder's death, any Annuity payments required
                                  to be made will be paid in accordance with
                                  4.05. Aetna will determine other payments
                                  and/or elections as of the end of the
                                  Valuation Period in which the request is
                                  received at its Home Office. Such payments
                                  will be made within 7 calendar days of receipt
                                  at its Home Office of a written claim for
                                  payment which is in good order, except as
                                  provided in 3.16.

2.05  State Laws:                 The Contract complies with the laws of the
                                  state in which it is delivered. Any surrender,
                                  death, or Annuity payments are equal to or
                                  greater than the minimum required by such
                                  laws. Annuity tables for legal reserve
                                  valuation shall be as required by state law.
                                  Such tables may be different from Annuity
                                  tables used to determine Annuity payments.

2.06  Control of Contract:        This is a Contract between the Contract Holder
                                  and Aetna. The Contract Holder has a
                                  nonforfeitable right to all amounts held under
                                  this Contract. Choices made under this
                                  Contract must be in writing. Until receipt of
                                  such choices at Aetna's Home Office. Aetna may
                                  rely on any previous choices made.

                                  The Contract may not be attached, alienated,
                                  or subject to the claims of any creditors of
                                  the Contract Holder except to the extent
                                  permitted by law. This Contract is
                                  nontransferable by the Contract Holder. The
                                  Contract Holder may not assign, transfer,
                                  pledge or use as collateral his or her rights
                                  under the Contract.

2.07  Designation of Beneficiary: Each Contract Holder shall name his or her
                                  Beneficiary. The Beneficiary may be changed at
                                  any time. Changes to a Beneficiary must be
                                  submitted to Aetna's Home Office in writing
                                  and will not be effective until accepted by
                                  Aetna.

                                       14
<PAGE>

2.08  Misstatements and           If Aetna finds the age of any Annuitant to be
      Adjustments:                misstated, the correct facts will be used to
                                  adjust payments.

2.09  Incontestability:           Aetna cannot cancel this Contract because of
                                  any error of fact on the application.

2.10  Grace Period:               This Contract will remain in effect except as
                                  provided in the Payment of Adjusted Current
                                  Value provision (see 3.18).

III.  PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- -------------------------------------------------------------------------------

3.01  Net Purchase Payment:       This amount is the actual Purchase Payment
                                  less any premium tax. Aetna will generally
                                  deduct the premium tax when Annuity benefits
                                  are elected (see Part IV). If Aetna determines
                                  that under applicable state law, it must pay a
                                  premium tax when the Purchase Payment is
                                  received or at any other time, it will deduct
                                  the tax at that time.

                                  The Net Purchase Payment will be credited
                                  among:

                                  (a) The current Deposit Period(s) for
                                      Guaranteed Terms under the MG Account; and

                                  (b) The Fund(s) in which the Separate Account
                                      invests.

                                  The Contract Holder shall tell Aetna the
                                  allocation percentage to be applied to the
                                  current Deposit Period for each of the
                                  available Guaranteed Terms in the MG Account
                                  and/or each Fund.

3.02  Fund(s) Record Units --     The portion of the Net Purchase Payment
                                  applied to each Fund under the Separate
                                  Account will determine the number of Fund
                                  record units for that Fund. This number is
                                  equal to the portion of the Net Purchase
                                  Payment applied to each Fund divided by the
                                  Fund record unit value (see 3.04) for the
                                  Valuation Period in which the Purchase Payment
                                  is received in good order at Aetna's Home
                                  Office.

3.03  Net Return Factor(s) --     The net return factor(s) are used to compute
      Separate Account:           all Separate Account record units for any
                                  Fund.

                                  The net return factor for each Fund is equal
                                  to 1.0000000 plus the net return rate.

                                       15
<PAGE>

3.03  Net Return Factor(s) --     The net return rate is equal to:
      Separate Account (Cont'd)
                                  (a) The value of the shares of the Fund held
                                      by the Separate Account at the end of the
                                      Valuation Period; minus

                                  (b) The value of the shares of the Fund held
                                      by the Separate Account at the start of
                                      the Valuation Period; plus or minus

                                  (c) Taxes (or reserves for taxes) on the
                                      Separate Account (if any); divided by

                                  (d) The total value of the Fund record units
                                      and Fund Annuity units of the Separate
                                      Account at the start of the Valuation
                                      Period; minus

                                  (e) A daily Separate Account charge at an
                                      annual rate as shown on Contract Schedule
                                      I for mortality and expense risks, which
                                      may include profit; and a daily
                                      administrative charge.

                                  A net return rate may be more or less than 0%.
                                  The value of a share of the Fund is equal to
                                  the net assets of the Fund divided by the
                                  number of shares outstanding.

3.04  Fund Record Unit Value --   A Fund record unit value is computed by
      Separate Account:           multiplying the net return factors for the
                                  current Valuation Period by the Fund record
                                  unit value for the previous Period. The dollar
                                  value of Fund record units, Separate Account
                                  assets, and Variable Annuity payments may go
                                  up or down due to investment gain or loss.

3.05  Market Value Adjustment:    There will be an MVA for a withdrawal from the
                                  MG Account before the end of a Guaranteed Term
                                  when the withdrawal is due to:

                                  (a) A Transfer; except as specified in MG
                                      Account Matured Term Value Transfer;

                                  (b) A full or partial surrender, including a
                                      10% free withdrawal under 3.15; or

                                  (c) An election of Annuity option 2 (see
                                      4.09).

                                  Full and partial surrenders and Transfers made
                                  within six months after the date of the
                                  Annuitant's death will be the greater of:

                                  (a) The aggregate MVA amount which is the sum
                                      of all market value adjusted amounts
                                      calculated due to a withdrawal of amounts.
                                      This total may be greater or less than the
                                      Current Value of those amounts; or

                                  (b) The applicable portion of the Current
                                      Value in the MG Account.

                                       16
<PAGE>

3.05  Market Value                After the six-month period, the surrender or
      Adjustment (Cont'd)         Transfer will be the aggregate MVA amount,
                                  which may be greater or less than the Current
                                  Value of those Adjustment (Cont'd): amounts.

                                  The greater of the aggregate MVA amount or the
                                  applicable portion of the Current Value
                                  applies to amounts withdrawn from the MG
                                  Account on account of an election of Annuity
                                  options 3 or 4 (see 4.09).

                                  Market value adjusted amounts will be equal to
                                  the amount withdrawn multiplied by the
                                  following ratio:

                                            x
                                           ---
                                           365

                                     (1 + i)
                                   --------------
                                            x
                                           ---
                                           365

                                     (1 + j)

                                  Where:

                                  i  is the Deposit Period Yield
                                  j  is the Current Yield
                                  x  is the number of days remaining, (computed
                                     from Wednesday of the week of withdrawal)
                                     in the Guaranteed Term.

                                  The Deposit Period Yield will be determined as
                                  follows:

                                  (a) At the close of the last business day of
                                      each week of the Deposit Period, a yield
                                      will be computed as the average of the
                                      yields on that day of U.S. Treasury Notes
                                      which mature in the last three months of
                                      the Guaranteed Term.

                                  (b) The Deposit Period Yield is the average
                                      of those yields for the Deposit Period.
                                      If withdrawal is made before the close
                                      of the Deposit Period, it is the average
                                      of those yields on each week preceding
                                      withdrawal.

                                  The Current Yield is the average of the
                                  yields on the last business day of the
                                  week preceding withdrawal on the same
                                  U.S. Treasury Notes included in the
                                  Deposit Period Yield.

                                  In the event that no U.S. Treasury Notes
                                  which mature in the last three months of
                                  the Guaranteed Term exist, Aetna reserves
                                  the right to use the U.S. Treasury Notes
                                  that mature in the following quarter.

                                       17
<PAGE>

3.06  Transfer of Current         Before an Annuity option is elected, all
      Value from the Funds or     or any portion of the Adjusted Current Value
      MG AccountL                 of the Contract may be transferred from any
                                  Fund or Guaranteed the Funds or MG Account:

                                  (a) To any other Fund; or

                                  (b) To any Guaranteed Term of the MG Account
                                      available in the current Deposit Period.

                                  Transfer requests can be submitted as a
                                  percentage or as a dollar amount. Aetna may
                                  establish a minimum transfer amount. Within a
                                  Guaranteed Term Group, the amount to be
                                  surrendered or transferred will be withdrawn
                                  first from the oldest Deposit Period, then
                                  from the next oldest, and so on until the
                                  amount requested is satisfied.

                                  The Contract Holder may make an unlimited
                                  number of Transfers during the Accumulation
                                  Period. The number of free Transfers allowed
                                  by Aetna is shown on Contract Schedule I.
                                  Additional transfers may be subject to a
                                  Transfer fee as shown on Contract Schedule I.
                                  Transfers from the MG Account of a Matured
                                  Term Value on or within one calendar month
                                  after a Term's Maturity Date do not count
                                  against the annual Transfer limit.

                                  Amounts applied to Guaranteed Terms of the MG
                                  Account may not be transferred to the Funds or
                                  to another Guaranteed Term during the Deposit
                                  or for 90 days after the close of the Deposit
                                  Period except for Matured Term Value(s) during
                                  the calendar month following the Term's
                                  Maturity Date.

                                  Transfers from Guaranteed Terms of the MG
                                  Account are subject to the MVA provisions in
                                  3.05.

3.07  Reports:                    Aetna, as issuer of the Contract, will make
                                  any reports required of it by federal law.
                                  Aetna will furnish annual calendar year
                                  reports concerning the status of the annuity.

3.08  Notice to the Contract      The Contract Holder will receive
      Holder                      quarterly statements from Aetna of:

                                  (a) The value of any amounts held in:

                                      (1) The MG Account; and

                                      (2) The Fund(s) under the Separate
                                          Account.

                                  (b) The number of any Fund(s) record units;
                                      and

                                  (c) The Fund(s) record unit value.

                                  Such number or values will be as of a specific
                                  date no more than 60 days before the date of
                                  the notice.

                                       18
<PAGE>

3.09  Loans:                      Loans are not available under this Contract.

3.10  Distribution Options:       The following distribution options may be
                                  elected by the Contract Holder during the
                                  Accumulation Period.

                                  (a) Estate Conservation Option (ECO) - A
                                      distribution option under which a portion
                                      of the Current Value will automatically be
                                      surrendered and distributed each year. ECO
                                      payments will be calculated based on the
                                      Contract's full Current Value. The
                                      distributed amount will be withdrawn pro
                                      rata from each investment option used
                                      under the Contract. A Surrender Fee will
                                      not be deducted from any  portion of the
                                      Adjusted Current Value which is  paid as
                                      a distribution under ECO. Contract
                                      Holders should consult their tax advisers
                                      prior to requesting this distribution
                                      option. Aetna will not be responsible
                                      for any adverse tax consequences due to
                                      receiving ECO payments.

                                      (1) Amount of Distribution: Each  year
                                          that ECO is in  effect, Aetna will
                                          calculate and distribute an amount
                                          equal to the minimum required
                                          distribution under the Code. The
                                          annual distribution will be
                                          determined by dividing the Current
                                          Value as of December 31 of the year
                                          prior to the payment year, by a life
                                          expectancy factor.

                                          The Contract Holder, or spouse
                                          Beneficiary if ECO is elected after
                                          the Contract Holder's death, shall
                                          elect either single life expectancy
                                          or joint life expectancy. Life
                                          expectancy is computed by use of the
                                          expected return multiples in Tables V
                                          and VI of section 1.72-9 of the
                                          Income Tax Regulations.

                                          Joint life expectancy can only be
                                          elected based on the joint life
                                          expectancy of the Contract Holder and
                                          his or her Beneficiary. If the
                                          Contract Holder makes any changes in
                                          the Beneficiary designation under the
                                          Contract, ECO distributions after the
                                          change will be recalculated as
                                          required by IRS regulations.

                                       19
<PAGE>

3.10  Distribution Options                Life expectancies shall be
      (Conr'd)                            recalculated annually. If the joint
                                          life expectancy is elected with a
                                          non-spouse Beneficiary, the life
                                          expectancy of the non-spouse
                                          Beneficiary must not be recalculated.
                                          Instead, the life expectancy will be
                                          calculated using the attained age of
                                          the Beneficiary during the calendar
                                          year in which the Contract Holder
                                          attains age 70 1/2, and payments for
                                          subsequent years shall be recalculated
                                          based on such life expectancy reduced
                                          by one for each calendar year which
                                          has elapsed since the calendar year
                                          life expectancy was first (Cont'd):
                                          calculated.

                                          If joint life expectancy is elected
                                          with a spouse Beneficiary, at the
                                          death of either, the payments can
                                          continue and will be calculated based
                                          solely on the survivor's life
                                          expectancy. If joint life expectancy
                                          is elected with a non-spouse
                                          Beneficiary and the non-spouse
                                          Beneficiary dies first, payments will
                                          continue based on the joint life
                                          expectancy.

                                          If a single life expectancy is elected
                                          and the Contract Holder dies, or if a
                                          joint life expectancy is elected and
                                          the survivor dies, the death benefits
                                          determined under Section 3.11 will be
                                          paid to the Beneficiary in a lump sum
                                          not later than December 31 following
                                          the year of death.

                                      (2) Minimum Initial Current Value: At its
                                          discretion, Aetna may require a
                                          minimum initial Current Value for
                                          election of this option. If after
                                          election of this option, the Current
                                          Value is insufficient to make a
                                          scheduled ECO payment, Aetna will
                                          distribute the entire balance.

                                      (3) Date of Distribution: Distribution
                                          will be made annually on the 15th of
                                          any month or such other date Aetna may
                                          designate or allow. The Contract
                                          Holder shall specify an initial
                                          distribution month, not earlier than
                                          the calendar year in which the
                                          Contract Holder attains age 70 1/2, or
                                          such later time when distributions
                                          must commence as specified under the
                                          Code, whichever is appropriate. For a
                                          spouse Beneficiary, the earliest date
                                          is the date of the Contract Holder's
                                          death.

                                      (4) Election and Revocation: ECO may be
                                          elected by the Contract Holder by
                                          submitting a written request to Aetna
                                          at its Home Office.

                                        20
<PAGE>

3.10  Distribution Options                Once elected, this option may be
      (Cont'd):                           revoked by the Contract Holder, or
                                          spouse Beneficiary if elected after
                                          the Contract Holder's death, by
                                          submitting a written request to Aetna
                                          at its Home Office. Any revocation
                                          will apply only to amounts not yet
                                          paid. The Contract Holder assumes
                                          responsibility for compliance with
                                          minimum distribution rules under the
                                          Code. ECO may be elected only once by
                                          the Contract Holder or by a spouse
                                          Beneficiary.

                                  (b) Systematic Withdrawal Option (SWO): A
                                      distribution option under which a portion
                                      of the Current Value will automatically
                                      be surrendered and distributed each year.
                                      SWO payments will be calculated based on
                                      the Contract's full Current Value. The
                                      distributed amount will be withdrawn pro
                                      rata from each investment option used
                                      under the Contract. A Surrender Fee will
                                      not be deducted from any portion of the
                                      Adjusted Current Value which is paid as a
                                      distribution under SWO. Contract Holders
                                      should consult their tax advisers prior
                                      to requesting this distribution option.
                                      Aetna will not be responsible for any
                                      adverse tax consequences due to receiving
                                      SWO payments.

                                      (1) Amount of Distribution: The Contract
                                          Holder may elect one of the three
                                          payment methods described below.

                                          (i)   Specified Payment: Payments of a
                                                designated dollar amount. The
                                                annual amount may not be greater
                                                than the percentage of the
                                                Current Value at time of
                                                election as shown on Contract
                                                Schedule I. This annual dollar
                                                amount will remain constant. At
                                                its discretion, Aetna may
                                                require a minimum initial
                                                payment amount; or

                                          (ii)  Specified Period: Payments made
                                                over a period of time of at
                                                least 10 years. The maximum
                                                specified period shall be
                                                determined under the Code
                                                minimum distribution rules. The
                                                annual amount is calculated by
                                                dividing the Current Value as of
                                                December 31 of the year prior to
                                                the payment year by the number
                                                of payment years remaining; or

                                       21
<PAGE>

3.10  Distribution Options                (iii) Specified Percentage: Payments
      (Cont'd):                                 of a designated percentage which
                                                cannot be greater than the
                                                percentage of the Current Value
                                                at the time of election as shown
                                                on Contract Schedule I. The
                                                percentage may be changed by
                                                written request. Aetna reserves
                                                the right to limit the number of
                                                times the percentage may be
                                                changed. The annual amount is
                                                calculated by multiplying the
                                                Current Value as of December 31
                                                of the year prior to the payment
                                                year by the designated
                                                percentage. Payments will be
                                                made until the year the Contract
                                                Holder attains age 70-1/2 or, if
                                                elected by the spouse
                                                Beneficiary, the year the
                                                Contract 3.10 Distribution
                                                Options (Cont'd): Holder would
                                                have attained age 70-1/2.

                                           Under both the Specified Payment and
                                           Specified Period payment methods, a
                                           higher amount shall be paid in any
                                           year if required under the Code
                                           minimum distribution rules. For
                                           purposes of this determination, life
                                           expectancy for the initial
                                           distribution year shall be calculated
                                           based on single life expectancy Table
                                           V of section 1.72-9 of the Income Tax
                                           Regulations. With each subsequent
                                           year, the life expectancy will be the
                                           life expectancy for the previous year
                                           reduced by one.

                                           Payments upon the Contract Holder's
                                           death will be made to the Beneficiary
                                           in the manner described in 3.12.

                                      (2)  Minimum Initial Current Value: At its
                                           discretion, Aetna may require a
                                           minimum initial Current Value for
                                           election of this option. If after
                                           election of this option the Current
                                           Value is insufficient to make a
                                           scheduled SWO payment, Aetna will
                                           distribute the entire balance.

                                      (3)  Date of Distribution: The Contract
                                           Holder shall specify the initial
                                           distribution date. The earliest date
                                           for distribution is the first date on
                                           which the Contract Holder attains age
                                           59 1/2. As elected by the Contract
                                           Holder, SWO payments will be made on
                                           a monthly, quarterly, semi-annual or
                                           annual basis. If SWO payments are
                                           made more frequently than annually,
                                           the designated annual amount is
                                           divided by the number of payments due
                                           each year. Subsequent distributions
                                           will be made on the 15th of any month
                                           or such other date Aetna may
                                           designate or allow.

                                       22
<PAGE>

3.10  Distribution Options (Cont'd):   (4) Election and Revocation: SWO may be
                                           elected by submitting a completed
                                           and signed election form to Aetna's
                                           Home Office.

                                           Once elected, this option may be
                                           revoked by the Contract Holder, or
                                           spouse Beneficiary if elected after
                                           the Contract Holder's death, by
                                           submitting a written request to Aetna
                                           at its Home Office. Any revocation
                                           will apply only to amounts not yet
                                           paid. SWO may be elected only once by
                                           the Contract Holder or by the spouse
                                           Beneficiary.

3.11 Death Benefit Amount:        If the Contract Holder/Annuitant dies before
                                  Annuity payments start, the Beneficiary is
                                  entitled to a deathbenefit under the Contract.
                                  The claimdate is the date when proof of death
                                  and the Beneficiary's claim are received in
                                  good order at Aetna's Home Office. The amount
                                  of the deathbenefit is determined as follows:

                                           (a) Death of Contract Holder/
                                               Annuitant less than 75 years of
                                               age: The guaranteed death benefit
                                               is the greatest of:

                                               (1) The Net Purchase Payment
                                                   made to the Contract minus
                                                   the sum of all amounts
                                                   surrendered, applied to an
                                                   Annuity, or deducted from
                                                   the Contract;

                                               (2) The step up value as of the
                                                   date of death minus the total
                                                   of all partial surrenders,
                                                   amounts applied to an Annuity
                                                   and deductions made from the
                                                   Contract since determination
                                                   of the step up value. The
                                                   step up value is the Current
                                                   Value on the most recent
                                                   seventh year anniversary of
                                                   the date the Net Purchase
                                                   Payment is applied to the
                                                   Contract;

                                               (3) The Contract's Current Value
                                                   as of the date of death.

                                                The excess, if any, of the
                                                guaranteed death benefit value
                                                over the Contract's Current
                                                Value is determined as of the
                                                date of death. Any excess amount
                                                will be deposited to the
                                                Contract and allocated to Aetna
                                                Variable Encore Fund as of the
                                                claim date. The Current Value on
                                                the claim date plus any excess
                                                amount deposited becomes the
                                                Contract's Current Value.

                                       23
<PAGE>

3.11  Death Benefit                (b)  Death of Contract Holder/Annuitant age
      Amount (Cont'd):                  75 or greater: The death benefit amount
                                        is the Contract Current Value on the
                                        claim date.

3.12  Death Benefit Options        Prior to any election, or until amounts must
                                   be otherwise distributed under this section,
                                   the Current Value will be retained in the
                                   Contract. The Beneficiary has the right under
                                   the Contract to allocate or reallocate any
                                   Available amount to any of the available
                                   investment options (subject to an MVA, as to
                                   Beneficiary: applicable). The following
                                   options are available to the Beneficiary:

                                   (a)  If the Beneficiary is the Contract
                                        Holder's surviving spouse, the surviving
                                        spouse may exercise all rights under the
                                        Contract and continue in the
                                        Accumulation Period, or below. Under the
                                        Code, distributions from the Contract
                                        are not required until December 31st of
                                        the year in which the original Contract
                                        Holder would have attained age 70 1/2.
                                        The Beneficiary may elect to:

                                        (1)  Apply some or all of the Adjusted
                                             Current Value to Annuity option 2,
                                             3 or 4 (see 4.09);

                                        (2)  Apply some or all of the Adjusted
                                             Current Value to Annuity option 1
                                             (see 4.09); or

                                        (3)  Receive, at any time, a lump sum
                                             payment equal to the Adjusted
                                             Current Value.

                                        If ECO is in effect on the Contract
                                        Holder's date of death, the surviving
                                        spouse can elect to continue receiving
                                        ECO payments if a joint life expectancy
                                        was chosen. Otherwise, the surviving
                                        spouse must receive a lump sum payment
                                        equal to the Adjusted Current Value.

                                        If SWO is in effect and the Contract
                                        Holder dies before the required
                                        beginning date for minimum distributions
                                        (see 3.13), SWO payments will cease and
                                        the surviving spouse may claim the death
                                        benefit in accordance with the terms of
                                        this section.

                                        If SWO is in effect and the Contract
                                        Holder dies after the required beginning
                                        date for minimum distributions, the
                                        surviving spouse can elect to continue
                                        to receive the SWO payments. Otherwise,
                                        the surviving spouse must elect to
                                        receive a lump sum payment equal to the
                                        Adjusted Current Value.

                                       24
<PAGE>

3.12  Death Benefit Options        (b)  If the Beneficiary is other than the
                                        Contract Holder's surviving spouse, then
                                        options (1), (2), or (3) under (a) above
                                        apply. Any portion of the Adjusted
                                        Current Value that is not applied to
                                        Annuity option 2, 3 or 4 by December
                                        31st of the year following the year of
                                        the Contract Holder's death must be
                                        distributed by December 31st of the
                                        Available year containing the fifth
                                        anniversary of the Contract Holder's
                                        date of to Beneficiary (Cont'd): death.

                                        If ECO or SWO is in effect on the
                                        Contract Holder's date of death, the
                                        Beneficiary must receive an automatic
                                        and immediate lump sum payment equal to
                                        the Adjusted Current Value.

                                   (c)  If no Beneficiary exists, a lump sum
                                        payment equal to the Adjusted Current
                                        Value will be made to the Contract
                                        Holder's estate.

3.13  Required Distribution        (a)  Contract Holder: The entire
      to Contract Holder/               interest of the Contract Holder
      Beneficiary:                      will be distributed or begin to be
                                        distributed no later than April 1
                                        following the calendar year in
                                        which the Contract Holder attains
                                        age 70 1/2 (required beginning
                                        date), over (a) the life of the
                                        Contract Holder, or the lives of
                                        the Contract Holder and his or her
                                        designated Beneficiary, or (b) a
                                        period certain not extending beyond
                                        the life expectancy of the Contract
                                        Holder, or the joint and last
                                        survivor expectancy of the Contract
                                        Holder and his or her designated
                                        Beneficiary. Payments must be made
                                        in periodic payments at intervals
                                        no longer than one year. In
                                        addition, payments must be either
                                        nonincreasing or they may increase
                                        3.13 Required Distribution only as
                                        provided in Q&A F-3 of section
                                        1.401(a)(9)-1 of the Proposed to
                                        Contract Holder/ Beneficiary:
                                        Income Tax Regulations.

                                        All distributions made hereunder
                                        shall be made in accordance with
                                        the requirements of section
                                        401(a)(9) of the Code, and the
                                        regulations thereunder, including
                                        the minimum distribution incidental
                                        benefit requirement of section
                                        1.401(a)(9)-2 of the Proposed
                                        Income Tax Regulations.

                                        Distribution may be an Annuity as
                                        set forth in Sections 4.01 through
                                        4.04, payments under ECO or SWO as
                                        defined in Section 3.10 or a lump
                                        sum payment.

                                   (b)  Beneficiary: If the Contract Holder
                                        dies after distribution of his or
                                        her interest has begun, the
                                        remaining portion of such interest
                                        will continue to be distributed at
                                        least as rapidly as under the
                                        method of distribution being used
                                        prior to the Contract Holder's
                                        death.

                                       25
<PAGE>

3.13  Required Distribution        Distributions are considered to have begun if
      to Contract Holder/          distributions are made on account of the
      Beneficiary (Cont'd):        Contract Holder's reaching his or her
                                   required beginning date or if prior to the
                                   required beginning date distributions
                                   irrevocably commence to the Contract Holder
                                   over a period permitted and in an Annuity
                                   form acceptable under section 1.401(a)(9) of
                                   the Income Tax Regulations.

3.14  Liquidation of Surrender     All or any portion of the Adjusted Current
      Value:                       Value may be surrendered at any time.
                                   Surrender requests can be submitted as a
                                   percentage of the Adjusted Current Value or
                                   as a specific dollar amount. The Net Purchase
                                   Payment amount is withdrawn first, and then
                                   the excess value, if any. Amounts are
                                   withdrawn on a pro rata basis from the
                                   Fund(s) and or the Guaranteed Term(s) Groups
                                   of the MG Account in which the Current Value
                                   is invested. Within a Guaranteed Term Group,
                                   the amount to be surrendered or transferred
                                   will be withdrawn first from the oldest
                                   Deposit Period, then from the next oldest,
                                   and so on until the amount requested is
                                   satisfied.

                                   After deduction of the Maintenance Fee, if
                                   applicable, the surrendered amounts shall be
                                   reduced by a Surrender Fee, if applicable.

3.15  Surrender Fee:               The Surrender Fee only applies to the Net
                                   Purchase Payment portion surrendered and
                                   varies according to the elapsed time since
                                   deposit (see Contract Schedule I).

                                   No Surrender Fee is deducted from any portion
                                   of the Current Value which is paid:

                                   (a) To a Beneficiary due to the Contract
                                       Holder's death before Annuity payments
                                       start;

                                   (b) As a premium for an Annuity option 2, 3
                                       or 4 under this Contract (see 4.09);

                                   (c) As a distribution under the ECO or SWO
                                       provision (see 3.10);

                                   (d) At least 12 months after the date of the
                                       Purchase Payment to the Contract, in an
                                       amount equal to or less than 10% of the
                                       Current Value. This applies to the first
                                       surrender request, partial or full, in a
                                       calendar year. The Current Value is
                                       calculated as of the date the surrender
                                       request is received in good order at
                                       Aetna's Home Office. This waiver is not
                                       available to the Contract Holder while
                                       SWO is in effect;

                                       26
<PAGE>

3.15  Surrender Fee (Cont'd):       (e) For a full surrender of the Contract
                                        where the Contract's Current Value is
                                        $2,500 or less and no surrenders have
                                        been taken from the Contract within the
                                        prior 12 months;

                                    (f) By Aetna under 3.18; or

                                    (g) If the Contract Holder has spent at
                                        least 45 consecutive days in a licensed
                                        nursing care facility and each of the
                                        following conditions are met:

                                        (1)  more than one calendar year has
                                             elapsed since the date the Contract
                                             was issued; and

                                        (2)  the surrender is requested within 3
                                             years of admission to a licensed
                                             nursing care facility.

                                        The waiver does not apply if the
                                        Contract Holder was in a nursing care
                                        facility at the time the Contract was
                                        issued.

3.16  Payment of Surrender Value:   Under certain emergency conditions, Aetna
                                    may defer payment:

                                    (a) For a period of up to 6 months (unless
                                        not allowed by state law); or

                                    (b) As provided by federal law.

3.17  Reinstatement:                 All or a portion of the proceeds of a full
                                     surrender may be reinvested within 30 days
                                     after the surrender. Any Maintenance Fee
                                     and Surrender Fee charged at the time of
                                     surrender on the amount being reinvested
                                     will be included in the reinstatement. Any
                                     Market Value Adjustment(s) deducted from
                                     surrenders will not be included in the
                                     reinstatement.

                                     Amounts will be reinstated among the MG
                                     Account and the Funds in the Separate
                                     Account in the same proportion as they were
                                     at the time of surrender. Any amounts
                                     reinstated to the MG Account will be
                                     credited to the Guaranteed Terms available
                                     during the current Deposit Period in the
                                     same proportion as they were at the time of
                                     surrender. In the event that a Guaranteed
                                     Term of the same duration is unavailable,
                                     amounts will be reinvested in the next
                                     shortest Guaranteed Term available in the
                                     current Deposit Period. If no shorter
                                     Guaranteed Term is available, the next
                                     longer Guaranteed Term will be used. The
                                     number of Fund(s) record units reinstated
                                     will be based on the record unit value(s)
                                     next computed after receipt at Aetna's Home
                                     Office to the reinstatement request and the
                                     amount to be reinstated.

                                       27
<PAGE>

3.17  Reinstatement (Cont'd):        Any Maintenance Fee which falls due after
                                     the surrender and before the reinstatement
                                     will be deducted from the amount
                                     reinstated.

                                     Any Contract surrendered because the
                                     Current Value was less than $2,500
                                     immediately following any partial surrender
                                     may not be reinstated (see 3.18).

                                     Reinstatement is permitted only once.

3.18  Payment of Adjustment          Upon 90 days' written notice to the
      Current Value:                 Contract Holder, Aetna will terminate any
                                     Contract if the Current Value becomes less
                                     than $2,500 immediately following any
                                     partial surrender. Aetna does not intend to
                                     exercise this right in cases where the
                                     Current Value is reduced to $2,500 or less
                                     solely due to investment performance. A
                                     Surrender Fee will not be deducted from the
                                     Adjusted Current Value: Value. This
                                     terminated Adjusted Current Value may not
                                     be reinstated.


IV.  ANNUITY PROVISIONS
- -------------------------------------------------------------------------------

4.01  Choices to be Made:            The Contract Holder may tell Aetna to apply
                                     any portion of the Adjusted Current Value
                                     (minus any premium tax) for an Annuity
                                     under option 2, 3, or 4 (see 4.09). The
                                     first Annuity payment may not be earlier
                                     than one calendar year after the Purchase
                                     Payment nor later than the later of:

                                     (a) The first day of the month following
                                         the Annuitant's 85th birthday or

                                     (b) The tenth anniversary of the last
                                         Purchase Payment. In lieu of the
                                         election of an Annuity, the Contract
                                         Holder may tell Aetna to make a lump
                                         sum payment.

                                     When an Annuity Option is chosen, Aetna
                                     must also be told if payments are to be
                                     made other than monthly and whether to pay:

                                     (a) A Fixed Annuity using the General
                                         Account;

                                     (b) A Variable Annuity using any of the
                                         Fund(s) available under this Contract
                                         for Annuity purposes; or

                                     (c) A combination of (a) and (b).

                                     If a Fixed Annuity is chosen, the Annuity
                                     purchase rate for the option chosen
                                     reflects at least the Minimum Guaranteed
                                     Interest Rate (see Contract Schedule II),
                                     but may reflect a higher interest rate. If
                                     a Variable Annuity is chosen, the initial
                                     Annuity payment for the option chosen
                                     reflects the assumed annual return rate
                                     elected. (see Contract Schedule II).

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<PAGE>

4.02  Annuity Payments to Contract   In no event may any payments to the
      Contract Holder:               Annuitant under an Annuity Option extend
                                     beyond:

                                     (a) The life of the Contract Holder;

                                     (b) The lives of the Contract Holder and
                                         Beneficiary;

                                     (c) Any certain period greater than the
                                         Contract Holder's life expectancy
                                         according to regulations under Code
                                         Section 401(a)(9), determined as of the
                                         date payments are to begin; or

                                     (d) A period greater than the joint and
                                         last survivor life expectancies of the
                                         Contract Holder and the Contract
                                         Holder's Beneficiary according to
                                         regulations under Code Section
                                         401(a)(9), determined as of the date
                                         payments are to begin.

4.03  Annuity Payments to Beneficiary:   In no event may payments to the
                                         Beneficiary under an Annuity option
                                         extend beyond:

                                     (a) The life of the Beneficiary; or (b)

                                         Any certain period greater than the
                                         Beneficiary's life expectancy as
                                         determined by regulations under Code
                                         Section 401(a)(9).

4.04  Terms of Annuity Options:      (a) When payments start, the age of the
                                         Annuitant plus the number of years for
                                         which payments are guaranteed must not
                                         exceed 95.

                                     (b) An Annuity option may not be elected
                                         if the first payment would be less
                                         than $50 or if the total payments in a
                                         year would be less than $250 (less if
                                         required by state law). Aetna reserves
                                         the right to increase the minimum
                                         first Annuity payment amount and the
                                         annual minimum annual Annuity payment
                                         amount based upon increases reflected
                                         in the Consumer Price Index-Urban,
                                         (CPI-U) since July 1, 1993.

                                     (c) If a Fixed Annuity under option 2, 3 or
                                         4 is chosen and a larger payment would
                                         result from applying the Surrender
                                         Value to a current Aetna single premium
                                         immediate Annuity, Aetna will make the
                                         larger payment.

                                       29
<PAGE>
4.04  Terms of Annuity               (d) For purposes of calculating the
      Options (Cont'd)                   guaranteed first payment of a Variable
                                         Annuity or the payments for a Fixed
                                         Annuity, the Annuitant's and second
                                         Annuitant's adjusted age will be used.
                                         The Annuitant's and second Annuitant's
                                         adjusted age is his or her age as of
                                         the birthday closest to the Annuity
                                         commencement date reduced by one year
                                         for Annuity commencement dates
                                         occurring during the period of time
                                         from July 1, 1993 through December 31,
                                         1999. The Annuitant's and second
                                         Annuitant's age will be reduced by two
                                         years for Annuity commencement dates
                                         occurring during the period of time
                                         from January 1, 2000 through December
                                         31, 2009. The Annuitant's and second
                                         Annuitant's age will be reduced by one
                                         additional year for Annuity
                                         commencement dates occurring in each
                                         succeeding decade.

                                         The Annuity purchase rates for options
                                         3 and 4 are based on mortality from
                                         1983 Table a.

                                     (e) Assumed Annual Net Return Rate is the
                                         interest rate used to determine the
                                         amount of the first Annuity payment
                                         under a Variable Annuity as shown on
                                         Contract Schedule II. The Separate
                                         Account must earn this rate plus enough
                                         to cover the mortality and expense
                                         risks charges (which may include
                                         profit) and administrative charges if
                                         future Variable Annuity Payments are to
                                         remain level, (see Annuity return
                                         factor under Variable Annuity Assumed
                                         Annual Net Return Rate on Contract
                                         Schedule II).

                                     (f) Once elected, Annuity payments cannot
                                         be commuted to a lump sum except for
                                         Variable Annuity payments under option
                                         2 (see 4.09). The life expectancy of
                                         the Contract Holder or Contract Holder
                                         and second Annuitant shall be
                                         irrevocable upon the election of an
                                         Annuity option.

4.05  Death of Annuitant/            (a) When an Annuitant dies under option 2
      Beneficiary:                       or 3, or both the Annuitant and the
                                         second Annuitant die under option 4(d),
                                         the present value of any remaining
                                         guaranteed payments will be paid in one
                                         sum to the Beneficiary, or upon
                                         election by the Beneficiary, any
                                         remaining payments will continue to the
                                         Beneficiary. If option 4 has been
                                         elected and the Annuitant dies, the
                                         remaining payments will continue to
                                         the second Annuitant as successor
                                         payee.

                                     (b) If there is no Beneficiary under option
                                         2, 3 or 4, the present value of any
                                         remaining payments will be paid in one
                                         sum to the Contract Holder's estate.

                                       30
<PAGE>

Death of Annuitant/                  (c) If the Beneficiary designated under
Beneficiary (Cont'd):                    option 1 dies, the amount held plus
                                         accrued interest will be paid in one
                                         sum to a successor Beneficiary, if any,
                                         named by the designated Beneficiary. If
                                         there is no successor 4.05 Death of
                                         Annuitant/ Beneficiary Beneficiary, the
                                         lump sum will be paid to the designated
                                         Beneficiary's (Cont'd): estate.

                                     (d) If the Beneficiary dies while receiving
                                         Annuity payments, the present value of
                                         any remaining guaranteed payments will
                                         be paid in one sum to the successor
                                         Beneficiary, or upon election by the
                                         successor Beneficiary, any remaining
                                         payments will continue to the successor
                                         Beneficiary. If no successor
                                         Beneficiary has been designated, the
                                         present value of any remaining
                                         guaranteed payments will be paid in one
                                         sum to the Beneficiary's estate.

                                     (e) The present value will be determined as
                                         of the Valuation Period in which proof
                                         of death acceptable to Aetna and a
                                         request for payment is received at
                                         Aetna's Home Office. The interest rate
                                         used to determine the first payment
                                         will be used to calculate the present
                                         value.

4.06  Fund(s) Annuity Units --       The number of each Fund's Annuity units
      Separate Account:              is based on the amount of the first
                                     Variable Annuity payment which is equal
                                     to:

                                     (a) The portion of the Current Value
                                         applied to pay a Variable Annuity
                                         (minus any premium tax); divided by

                                     (b) 1,000; multiplied by

                                     (c) The payment rate for the option chosen.

                                     Such amount, or portion, of the variable
                                     payment will be divided by the appropriate
                                     Fund Annuity unit value (see 4.07) on the
                                     tenth Valuation Period before the due date
                                     of the first payment to determine the
                                     number of each Fund Annuity units. The
                                     number of each Fund Annuity units remains
                                     fixed. Each future payment is equal to the
                                     sum of the products of each Fund Annuity
                                     unit value multiplied by the appropriate
                                     number of units. The Fund Annuity unit
                                     value on the tenth Valuation Period prior
                                     to the due date of the payment is used.

4.07  Fund(s) Annuity Unit Value --  For any Valuation Period, a Fund Annuity
      Separate Account:              unit value is equal to:

                                     (a) The Value for the previous Period;
                                         multiplied by

                                     (b) The Annuity net return factor(s) (see
                                         4.08 below) for the Period; multiplied
                                         by

                                     (c) A factor to reflect the assumed annual
                                         net return rate (see Contract Separate
                                         Schedule II).

                                       31
<PAGE>

4.07  Fund(s) Annuity Unit Value --   The dollar value of a Fund Annuity unit
      Separate Account (Cont'd):      values and Annuity payments may go up
                                      or down due to investment gain or loss.

4.08  Annuity Net Return Factor(s) -- The Annuity net return factor are used
      Separate Account:               to compute Annuity payments for any Fund.

                                      The Annuity net return factor for each
                                      Fund is equal to 1.0000000 plus the net
                                      return rate.

                                      The net return rate is equal to:

                                      (a) The value of the shares of the Fund
                                          held by the Separate Account at the
                                          end of a Valuation Period; minus

                                      (b) The value of the shares of the Fund
                                          held by the Separate Account at the
                                          start of the Valuation Period; plus or
                                          minus

                                      (c) Taxes (or reserves for taxes) on the
                                          Separate Account (it any); divided by

                                      (d) The total value of the Fund record
                                          units and Fund Annuity units of the
                                          Separate Account at the start of the
                                          Valuation Period; minus

                                      (e) A daily charge for Annuity mortality
                                          and expense risks, which may include
                                          profit, and a daily administrative
                                          charge (at the annual rate as shown on
                                          Contract Schedule II).

                                       A net return rate may be more or less
                                       than 0%.

                                       The value of a share of the Fund is equal
                                       to the net assets of the Fund divided by
                                       the number of shares outstanding.

                                       Payments shall not be changed due to
                                       changes in the mortality or expense
                                       results or administrative charges.

4.09  Annuity Options:                 Option 1 -- Payment of Interest on Sum
                                       Left with Aetna -- This option may be
                                       used only by the Beneficiary when the
                                       Contract Holder dies before Aetna has
                                       started paying an Annuity. A portion or
                                       all of the sum paid upon death may be
                                       held under this option and will be held
                                       in the General Account of Aetna at
                                       interest (see 3.12 and 4.01). The
                                       Beneficiary may later tell Aetna to:

                                       (a) Pay a portion or all of the sum
                                           held by Aetna; or

                                       (b) Apply a portion or all of the sum
                                           held by Aetna to any Annuity option
                                           below.

                                       32
<PAGE>

4.09  Annuity Options (Cont'd):        If a nonspouse Beneficiary elects that
                                       some or all of the Current Value is to be
                                       held under this option, the Beneficiary
                                       must tell Aetna to pay the full sum held
                                       under this option by December 31st of the
                                       year containing the fifth anniversary of
                                       the Contract Holder's date of death.

                                       Option 2 -- Payments for a Stated Period
                                       of Time -- An Annuity will be paid for
                                       the number of years chosen. The number of
                                       years must be at least 5 and not more
                                       than 30.

                                       If payments for this option are made
                                       under a Variable Annuity, the present
                                       value of any remaining payments may be
                                       withdrawn at any time. If a withdrawal is
                                       requested within 3 years after the start
                                       of payments, it will be treated as a
                                       surrender and any applicable Surrender
                                       Fee will be applied (see 3.15).

                                       Option 3 -- Life Income - An Annuity will
                                       be paid for the life of the Annuitant. If
                                       also chosen, Aetna will guarantee
                                       payments for 60, 120, 180, or 240 months.

                                       Option 4 -- Life Income Based upon the
                                       Lives of Two Annuitants -- An Annuity
                                       will be paid during the lives of the
                                       Annuitant and a second Annuitant.
                                       Payments will continue until both
                                       Annuitants have died. When this option is
                                       chosen, a choice must be made of:

                                       (a) 100% of the payment to continue
                                           after the first death;

                                       (b) 66-2/3% of the payment to continue
                                           after the first death;

                                       (c) 50% of the payment to continue after
                                           the first death;

                                       (d) Payments for a minimum of 120 months
                                           with 100% of the payment to continue
                                           after the first death; or

                                       (e) 100% of the payment to continue at
                                           the death of the second Annuitant
                                           and 50% of the payment to continue
                                           at the death of the Annuitant.

                                       Other Options -- Aetna may make other
                                       options available as allowed by the laws
                                       of the state in which this Contract is
                                       delivered.

                                       33
<PAGE>

                                    OPTION 2

                      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                         Quarterly         Semi-Annual           Annual
       Years               Rate        Monthly Payment      Payment            Payment            Payment
- -------------------- ----------------- ---------------- ----------------- ------------------- -----------------

        <S>               <C>             <C>               <C>               <C>                 <C>
         3                3.00%           $ 28.99           $ 86.76           $172.88             $343.23
         4                3.00%             22.06             66.02            131.56              261.19
         5                3.00%             17.91             53.59            106.78              211.99
         6                3.00%             15.14             45.30             90.27              179.22
         7                3.00%             13.16             39.39             78.49              155.83
         8                3.00%             11.68             34.96             69.66              138.31
         9                3.00%             10.53             31.52             62.81              124.69
        10                3.00%              9.61             28.77             57.33              113.82
        11                3.00%              8.86             26.52             52.85              104.93
        12                3.00%              8.24             24.65             49.13               97.54
        13                3.00%              7.71             23.08             45.98               91.29
        14                3.00%              7.26             21.73             43.29               85.95
        15                3.00%              6.87             20.56             40.96               81.33
        16                3.00%              6.53             19.54             38.93               77.29
        17                3.00%              6.23             18.64             37.14               73.74
        18                3.00%              5.96             17.84             35.56               70.59
        19                3.00%              5.73             17.13             34.14               67.78
        20                3.00%              5.51             16.50             32.87               65.26
        21                3.00%              5.32             15.92             31.72               62.98
        22                3.00%              5.15             15.40             30.68               60.92
        23                3.00%              4.99             14.92             29.74               59.04
        24                3.00%              4.84             14.49             28.88               57.33
        25                3.00%              4.71             14.09             28.08               55.76
        26                3.00%              4.59             13.73             27.36               54.31
        27                3.00%              4.47             13.39             26.68               52.97
        28                3.00%              4.37             13.08             26.06               51.74
        29                3.00%              4.27             12.79             25.49               50.60
        30                3.00%              4.18             12.52             24.95               49.53
- -------------------- ----------------- ---------------- ----------------- ------------------- -----------------
</TABLE>

                                       34
<PAGE>

                                    OPTION 3

                                   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
 Age of Annuitant          None              60               120               180               240
- -------------------- ----------------- ---------------- ----------------- ---------------- ------------------
        <S>              <C>               <C>               <C>               <C>              <C>
        50               $ 4.05            $ 4.05            $4.03             $3.99            $3.93
        51                 4.12              4.11             4.09              4.05             3.99
        52                 4.19              4.19             4.16              4.11             4.04
        53                 4.27              4.26             4.23              4.18             4.10
        54                 4.35              4.34             4.31              4.25             4.16

        55                 4.44              4.42             4.39              4.32             4.22
        56                 4.53              4.51             4.47              4.40             4.29
        57                 4.62              4.61             4.56              4.48             4.35
        58                 4.72              4.71             4.65              4.56             4.42
        59                 4.83              4.81             4.75              4.64             4.49

        60                 4.95              4.93             4.86              4.73             4.55
        61                 5.07              5.05             4.97              4.83             4.62
        62                 5.20              5.17             5.08              4.92             4.69
        63                 5.34              5.31             5.20              5.02             4.76
        64                 5.49              5.45             5.33              5.12             4.83

        65                 5.65              5.61             5.47              5.22             4.89
        66                 5.82              5.77             5.61              5.33             4.96
        67                 6.01              5.94             5.75              5.44             5.02
        68                 6.20              6.13             5.91              5.54             5.08
        69                 6.41              6.33             6.07              5.65             5.14

        70                 6.64              6.54             6.23              5.76             5.19
        71                 6.88              6.76             6.41              5.86             5.24
        72                 7.14              7.00             6.59              5.97             5.28
        73                 7.43              7.26             6.77              6.06             5.32
        74                 7.73              7.53             6.96              6.16             5.35

        75                 8.06              7.82             7.14              6.25             5.38
- -------------------- ----------------- ---------------- ----------------- ---------------- ------------------
</TABLE>

Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.

                                       35
<PAGE>

                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $l,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ------------------------------------ --------------- --------------- ---------------- --------------- -----------------
           Adjusted Ages
- ------------------------------------
                        Second
    Annuitant         Annuitant      Option 4a       Option 4b       Option 4c        Option 4d       Option 4e
- ------------------ ----------------- --------------- --------------- ---------------- --------------- -----------------
       <S>                <C>             <C>             <C>             <C>               <C>             <C>
       55                 50              $ 3.69          $ 4.05          $ 4.27            $3.69           $4.03
       55                 55                3.88            4.25            4.47             3.87            4.14
       55                 60                3.99            4.44            4.71             3.98            4.42

       60                 55                3.99            4.44            4.71             3.98            4.42
       60                 60                4.24            4.71            4.99             4.23            4.57
       60                 65                4.38            4.97            5.32             4.38            4.93

       65                 60                4.38            4.97            5.32             4.38            4.93
       65                 65                4.72            5.33            5.70             4.71            5.14
       65                 70                4.93            5.68            6.15             4.91            5.66

       70                 65                4.93            5.68            6.15             4.91            5.66
       70                 70                5.40            6.21            6.70             5.36            5.96
       70                 75                5.69            6.68            7.32             5.62            6.67

       75                 70                5.69            6.68            7.32             5.62            6.67
       75                 75                6.37            7.45            8.15             6.23            7.12
       75                 80                6.78            8.11            8.99             6.54            8.13
- ------------------ ----------------- --------------- --------------- ---------------- --------------- -----------------
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.

                                       36
<PAGE>

                                    OPTION 2

                      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>
- ------------------ ----------------- ---------------- ----------------- ------------------ ----------------
                                                         Quarterly         Semi-Annual         Annual
      Years        Guaranteed Rate   Monthly Payment      Payment            Payment           Payment
- ------------------ ----------------- ---------------- ----------------- ------------------ ----------------
        <S>             <C>               <C>              <C>               <C>               <C>
        3               3.50%             $29.19           $87.33            $173.91           $344.86
        4               3.50%              22.27            66.61             132.65            263.04
        5               3.50%              18.12            54.19             107.92            213.99
        6               3.50%              15.35            45.92              91.44            181.32
        7               3.50%              13.38            40.01              79.69            158.01
        8               3.50%              11.90            35.59              70.88            140.56
        9               3.50%              10.75            32.16              64.05            127.00
       10               3.50%               9.83            29.42              58.59            116.18
       11               3.50%               9.09            27.18              54.13            107.34
       12               3.50%               8.46            25.32              50.42             99.98
       13               3.50%               7.94            23.75              47.29             93.78
       14               3.50%               7.49            22.40              44.62             88.47
       15               3.50%               7.10            21.24              42.31             83.89
       16               3.50%               6.76            20.23              40.29             79.89
       17               3.50%               6.47            19.34              38.51             76.37
       18               3.50%               6.20            18.55              36.94             73.25
       19               3.50%               5.97            17.85              35.54             70.47
       20               3.50%               5.75            17.22              34.28             67.98
       21               3.50%               5.56            16.65              33.15             65.74
       22               3.50%               5.39            16.13              32.13             63.70
       23               3.50%               5.24            15.66              31.19             61.85
       24               3.50%               5.09            15.24              30.34             60.17
       25               3.50%               4.96            14.85              29.56             58.62
       26               3.50%               4.84            14.49              28.85             57.20
       27               3.50%               4.73            14.15              28.19             55.90
       28               3.50%               4.63            13.85              27.58             54.69
       29               3.50%               4.53            13.57              27.02             53.57
       30               3.50%               4.45            13.30              26.49             52.53
- ------------------ ----------------- ---------------- ----------------- ------------------ ----------------
</TABLE>

                                       37
<PAGE>

                                    OPTION 2

                      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>
- ------------------- ------------------ ---------------- ------------------ ------------------- -----------------
                                                                              Semi-Annual           Annual
      Years          Guaranteed Rate   Monthly Payment  Quarterly Payment       Payment            Payment
- ------------------- ------------------ ---------------- ------------------ ------------------- -----------------
        <S>               <C>             <C>               <C>               <C>                  <C>
        3                 5.00%           $ 29.80           $ 89.04           $ 176.99             $ 349.72
        4                 5.00%             22.89             68.38             135.93               268.58
        5                 5.00%             18.74             56.00             111.33               219.98
        6                 5.00%             15.99             47.77              94.96               187.64
        7                 5.00%             14.02             41.90              83.30               164.59
        8                 5.00%             12.56             37.52              74.58               147.35
        9                 5.00%             11.42             34.11              67.81               133.99
        10                5.00%             10.51             31.40              62.42               123.34
        11                5.00%              9.77             29.19              58.03               114.66
        12                5.00%              9.16             27.36              54.38               107.45
        13                5.00%              8.64             25.81              51.31               101.39
        14                5.00%              8.20             24.50              48.69                96.21
        15                5.00%              7.82             23.36              46.44                91.75
        16                5.00%              7.49             22.37              44.47                87.88
        17                5.00%              7.20             21.51              42.75                84.48
        18                5.00%              6.94             20.74              41.23                81.47
        19                5.00%              6.71             20.06              39.88                78.80
        20                5.00%              6.51             19.46              38.68                76.42
        21                5.00%              6.33             18.91              37.59                74.28
        22                5.00%              6.17             18.42              36.62                72.35
        23                5.00%              6.02             17.98              35.73                70.61
        24                5.00%              5.88             17.57              34.93                69.02
        25                5.00%              5.76             17.20              34.20                67.57
        26                5.00%              5.65             16.87              33.53                66.25
        27                5.00%              5.54             16.56              32.92                65.04
        28                5.00%              5.45             16.28              32.35                63.93
        29                5.00%              5.36             16.01              31.83                62.90
        30                5.00%              5.28             15.77              31.35                61.95
- ------------------- ------------------ ---------------- ------------------ ------------------- -----------------
</TABLE>

                                       38
<PAGE>


                                    OPTION 3

                                   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
 Age of Annuitant          None              60               120               180               240
- -------------------- ----------------- ---------------- ----------------- ---------------- -------------------
        <S>               <C>              <C>              <C>               <C>              <C>
        50                $ 4.34           $ 4.34           $ 4.31            $ 4.27           $ 4.22
        51                  4.41             4.40             4.38              4.33             4.27
        52                  4.48             4.47             4.45              4.40             4.32
        53                  4.56             4.55             4.52              4.46             4.38
        54                  4.64             4.63             4.59              4.53             4.44

        55                  4.72             4.71             4.67              4.60             4.50
        56                  4.81             4.80             4.75              4.67             4.56
        57                  4.91             4.89             4.84              4.75             4.62
        58                  5.01             4.99             4.93              4.83             4.69
        59                  5.12             5.10             5.03              4.92             4.75

        60                  5.23             5.21             5.13              5.00             4.82
        61                  5.36             5.33             5.24              5.09             4.88
        62                  5.49             5.45             5.35              5.19             4.95
        63                  5.63             5.59             5.47              5.28             5.02
        64                  5.78             5.73             5.60              5.38             5.08

        65                  5.94             5.89             5.73              5.48             5.15
        66                  6.11             6.05             5.87              5.58             5.21
        67                  6.29             6.22             6.02              5.69             5.27
        68                  6.49             6.41             6.17              5.79             5.33
        69                  6.70             6.60             6.33              5.90             5.38

        70                  6.92             6.81             6.49              6.00             5.43
        71                  7.17             7.04             6.66              6.10             5.48
        72                  7.43             7.27             6.84              6.20             5.52
        73                  7.71             7.53             7.02              6.30             5.55
        74                  8.02             7.80             7.20              6.39             5.59

        75                  8.35             8.08             7.38              6.48             5.62
- -------------------- ----------------- ---------------- ----------------- ---------------- -------------------
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       39
<PAGE>

                                    OPTION 3

                                   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
 Age of Annuitant         None               60               120               180               240
- ------------------- ----------------- ----------------- ----------------- ---------------- ------------------
        <S>              <C>               <C>              <C>               <C>              <C>
        50               $ 5.26            $ 5.25           $ 5.22            $ 5.17           $ 5.11
        51                 5.33              5.32             5.28              5.23             5.15
        52                 5.40              5.38             5.34              5.29             5.20
        53                 5.47              5.45             5.41              5.35             5.26
        54                 5.54              5.53             5.48              5.41             5.31

        55                 5.63              5.61             5.56              5.47             5.36
        56                 5.71              5.69             5.63              5.54             5.42
        57                 5.80              5.78             5.72              5.61             5.47
        58                 5.90              5.88             5.81              5.69             5.53
        59                 6.01              5.98             5.90              5.77             5.59

        60                 6.12              6.09             6.00              5.85             5.65
        61                 6.24              6.21             6.10              6.93             5.71
        62                 6.37              6.33             6.21              6.02             5.77
        63                 6.51              6.46             6.33              6.11             5.83
        64                 6.66              6.60             6.45              6.20             5.89

        65                 6.82              6.75             6.57              6.30             5.95
        66                 6.99              6.91             6.71              6.39             6.01
        67                 7.17              7.08             6.85              6.49             6.06
        68                 7.36              7.27             6.99              6.59             6.12
        69                 7.57              7.46             7.15              6.69             6.17

        70                 7.80              7.67             7.30              6.78             6.21
        71                 8.05              7.89             7.47              6.88             6.25
        72                 8.31              8.13             7.64              6.97             6.29
        73                 8.59              8.38             7.81              7.06             6.33
        74                 8.90              8.64             7.99              7.15             6.36

        75                 9.23              8.93             8.16              7.23             6.38
- ------------------- ----------------- ----------------- ----------------- ---------------- ------------------
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.

                                       40
<PAGE>

                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
- --------------------------------- ---------------- ---------------- ----------------- ------------------ -----------------
         Adjusted Ages
- ---------------------------------
                      Second
   Annuitant        Annuitant        Option 4a        Option 4b        Option 4c          Option 4d         Option 4e
- --------------- ------------------ ---------------- ---------------- ----------------- ------------------ ----------------
       <S>              <C>           <C>               <C>              <C>               <C>                 <C>
       55               50            $ 3.97            $ 4.35           $ 4.56            $ 3.97              $4.31
       55               55              4.16              4.54             4.76              4.15               4.42
       55               60              4.27              4.73             5.00              4.26               4.48

       60               55              4.27              4.73             5.00              4.26               4.70
       60               60              4.51              4.99             5.27              4.50               4.84
       60               65              4.66              5.25             5.61              4.65               4.93

       65               60              4.66              5.25             5.61              4.65               5.22
       65               65              4.99              5.61             5.99              4.98               5.42
       65               70              5.19              5.97             6.44              5.17               5.54

       70               65              5.19              5.97             6.44              5.17               5.93
       70               70              5.67              6.49             6.99              5.62               6.23
       70               75              5.95              6.96             7.61              5.87               6.40

       75               70              5.95              6.96             7.61              5.87               6.95
       75               75              6.64              7.73             8.43              6.48               7.40
       75               80              7.04              8.39             9.29              6.79               7.64
- ----------------- --------------- ---------------- ---------------- ----------------- ------------------ -----------------
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.

                                       41
<PAGE>


                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
- ---------------------------------- ----------------- ----------------- ---------------- ----------------- -----------------
          Adjusted Ages
- ----------------------------------
                      Second
   Annuitant         Annuitant        Option 4a         Option 4b         Option 4c        Option 4d         Option 4e
- ---------------- ----------------- ----------------- ----------------- ---------------- ----------------- -----------------
       <S>              <C>               <C>               <C>               <C>              <C>               <C>
       55               50                $4.88             $5.26             $5.48            $4.88             $5.23
       55               55                 5.04              5.44              5.66             5.04              5.32
       55               60                 5.15              5.63              5.91             5.14              5.38

       60               55                 5.15              5.63              5.91             5.14              5.59
       60               60                 5.37              5.87              6.16             5.37              5.72
       60               65                 5.52              6.14              6.51             5.51              5.80

       65               60                 5.52              6.14              6.51             5.51              6.10
       65               65                 5.83              6.49              6.87             5.82              6.29
       65               70                 6.04              6.84              7.34             6.00              6.41

       70               65                 6.04              6.84              7.34             6.00              6.81
       70               70                 6.49              7.35              7.87             6.44              7.08
       70               75                 6.77              7.84              8.51             6.68              7.25

       75               70                 6.77              7.84              8.51             6.68              7.81
       75               75                 7.45              8.60              9.33             7.27              8.25
       75               80                 7.86              9.28             10.20             7.57              8.49
- ----------------- ---------------- ----------------- ----------------- ---------------- ----------------- -----------------
</TABLE>

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.

                                       42
<PAGE>

- --------------------------------------------------------------------------------

                    Aetna Life Insurance and Annuity Company
                       Home Office: 151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 (800) 525-4225


           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.



                                            Exhibit 99-B.4.15

                           -----------------------------------------------------
                                Aetna Life Insurance and Annuity Company
                                Home Office: 151 Farmington Avenue
                                Hartford, Connecticut  06156
                                (800) 525-4225


                                Aetna Life Insurance and Annuity Company, herein
                                called Aetna, agrees to pay the benefits stated
                                in the Contract.
- --------------------------------------------------------------------------------
Certificate of Group            To the Certificate Holder:
Annuity Coverage
                                Aetna certifies that coverage is in force for
                                you under the stated Group Annuity Contract and
                                Certificate numbers. All data shown here is
                                taken from Aetna records and is based upon
                                information furnished by you.

                                This Certificate is a summary of the Group
                                Annuity Contract provisions. It replaces any and
                                all prior certificates, riders, or amendments
                                issued to you under the stated Contract and
                                Certificate numbers. This Certificate is for
                                information only and is not a part of the
                                Contract.

                                THE VARIABLE FEATURES OF THE GROUP CONTRACT ARE
                                DESCRIBED IN PARTS III AND IV.

- --------------------------------------------------------------------------------
Right to Cancel                 You may cancel the Account evidenced by this
                                Certificate within 10 days of receiving it, by
                                returning this Certificate along with a written
                                notice to Aetna at the above address or to the
                                agent from whom it was purchased. Within 7 days
                                after it receives the notice of cancellation
                                and this Certificate at its Home Office, Aetna
                                will return the entire consideration paid plus
                                and increase or minus any decrease in the
                                current value of any funds allocation to the
                                Separate Account.

         /s/  Gary G. Benanav                      /s/  George N. Gingold
           Gary G. Benanav                            George N. Gingold
              President                                   Secretary

- --------------------------------------------------------------------------------
Contract Holder                                     Group Annuity Contract No.
  E. G. Anybroker                                    Specimen
- --------------------------------------------------------------------------------
Your Name                                           Certificate No.
  John Doe                                           Specimen
- --------------------------------------------------------------------------------
Annuitant Name                                      Type of Plan
  John Doe Jr.                                       Flexible Premium
- --------------------------------------------------------------------------------

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


GMCC-IC-(NQ)

<PAGE>

VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT APPLY TO A GUARANTEED TERM
AT THE TIME OF ITS MATURITY.









                                       2

<PAGE>

Specifications

- --------------------------------------------------------------------------------
Guaranteed Interest         There are guaranteed interest rates for amounts
Rate                        held in the MG Account (See Certificate Schedule I).


- -------------------------------------------------------------------------------
Deductions from the         There will be deductions for mortality and expense
Separate Account            risks and administrative fees. (See Certificate
                            Schedule I and II).


- --------------------------------------------------------------------------------
Deduction from              Purchase Payment(s) are subject to a deduction for
Purchase Payment(s)         premium taxes, if any. (See 3.01.)


- --------------------------------------------------------------------------------
Surrender Fee               There will be a charge deducted upon surrender.
                            (See Certificate Schedule I).


                                       3
<PAGE>

                               Contract Schedule I
                               Accumulation Period


Separate Account
- --------------------------------------------------------------------------------

Separate Account:                  Variable Annuity Account B


Charges to Separate Account:       A daily charge is deducted from any portion
                                   of the Current Value allocated to the
                                   Separate Account. The deduction is the daily
                                   equivalent of the annual effective percentage
                                   shown in the following chart:


                                   Administrative Charge                   0.15%
                                   Mortality Risk Charge                   0.35%
                                   Expense Risk Charge                     0.90%
                                                                           ----
                                   Total Separate Account
                                   Charges                                 1.40%

Marathon Guaranteed Account (MG Account)
- --------------------------------------------------------------------------------

                                   Minimum Guaranteed Interest Rate (effective
                                   annual rate of return): 3.0%

Separate Account and MG Account
- --------------------------------------------------------------------------------

Transfers:                         An unlimited number of Transfers may be made
                                   during the Accumulation Period. Aetna allows
                                   12 free Transfers in any calendar year.
                                   Thereafter, Aetna reserves the right to
                                   charge $10 for each subsequent Transfer.

Maintenance Fee:                   The Annual Maintenance Fee is $30. If the
                                   Account's Current Value is $50,000 or more on
                                   the date the Maintenance Fee is to be
                                   deducted, the Maintenance Fee is $0.

Surrender Fee:                     For each surrender, the Surrender Fee for
                                   each Net Purchase Payment will be determined
                                   as follows:

<TABLE>
<CAPTION>
                                                                                      Surrender Fee
                                   Length of Time from Deposit of Net                (as percentage of
                                   Purchase Payment (Years)                       Net Purchase Payment)
                                   <S>                                                       <C>
                                   Less than 2 years                                         7%
                                   2 or more but less than 4 years                           6%
                                   4 or more but less than 5 years                           5%
                                   5 or more but less than 6 years                           4%
                                   6 or more but less than 7 years                           3%
                                   7 years or more                                           0%
</TABLE>

                                       4
<PAGE>


                         Contract Schedule I (Continued)
                               Accumulation Period

Systematic Withdrawal Option       The specified payment or specified percentage
(SWO):                             may not be greater than 10% of the Account's
                                   Current Value at time of election.


See 1 - GENERAL DEFINITIONS for explanations.

                                       5
<PAGE>


                              Contract Schedule II
                                 Annuity Period


Separate Account
- --------------------------------------------------------------------------------

Charges to Separate Account:              A daily charge at an annual effective
                                          rate of 1.25% for Annuity mortality
                                          and expense risks. The administrative
                                          charge is established upon election of
                                          an Annuity option. This charge will
                                          not exceed 0.25%.

Variable Annuity Assumed Annual           If a Variable Annuity is chosen,
Net Return Rate:                          an assumed annual net return rate of
                                          5.0% may be elected. If 5.0% is not
                                          elected, Aetna will use an assumed
                                          annual net return rate of 3.5%

                                          The assumed annual net return rate
                                          factor for 3.5% per year is 0.9999058.

                                          The assumed annual net return rate
                                          factor for 5.0% per year is 0.9998663.

                                          If the portion of a Variable Annuity
                                          payment for any Fund is not to
                                          decrease, the Annuity return factor
                                          under the Separate Account for that
                                          Fund must be:

                                          (a)  4.75% on an annual basis plus an
                                               annual return of up to 0.25% to
                                               offset the administrative charge
                                               set at the time Annuity payments
                                               commence if an assumed annual net
                                               return rate of 3.5% is chosen; or

                                          (b)  6.25% on an annual basis plus an
                                               annual return of up to 0.25% to
                                               offset the administrative charge
                                               set at the time Annuity payments
                                               commence, if an assumed annual
                                               net return rate of 5% is chosen.


Fixed Annuity
- --------------------------------------------------------------------------------

                                          Minimum Guaranteed Interest Rate
                                          (effective annual rate of return):
                                          3.0%



See 1.  GENERAL DEFINITIONS for explanations.


                                       6
<PAGE>


                                TABLE OF CONTENTS


I. GENERAL DEFINITIONS
- --------------------------------------------------------------------------------
                                                                           Page
   1.01  Account..............................................................9
   1.02  Accumulation Period..................................................9
   1.03  Adjusted Current Value...............................................9
   1.04  Annuitant............................................................9
   1.05  Annuity..............................................................9
   1.06  Beneficiary..........................................................9
   1.07  Certificate Holder...................................................9
   1.08  Code.................................................................9
   1.09  Contract.............................................................9
   1.10  Contract Holder......................................................9
   1.11  Current Value.......................................................10
   1.12  Deposit Period......................................................10
   1.13  Fixed Annuity.......................................................10
   1.14  Fund(s).............................................................10
   1.15  General Account.....................................................10
   1.16  Guaranteed Rates - MG Account.......................................10
   1.17  Guaranteed Term.....................................................11
   1.18  Guaranteed Term(s) Groups...........................................11
   1.19  Maintenance Fee.....................................................11
   1.20  Marathon Guaranteed Account (MG Account)............................11
   1.21  Market Value Adjustment (MVA).......................................11
   1.22  Matured Term Value..................................................11
   1.23  Matured Term Value Transfer.........................................11
   1.24  Maturity Date.......................................................11
   1.25  Net Purchase Payment(s).............................................12
   1.26  Nonunitized Separate Account........................................12
   1.27  Purchase Payment(s).................................................12
   1.28  Reinvestment........................................................12
   1.29  Separate Account....................................................12
   1.30  Surrender Value.....................................................12
   1.31  Transfers...........................................................12
   1.32  Valuation Period (Period)...........................................13
   1.33  Variable Annuity....................................................13


                                       7

<PAGE>



II.  GENERAL PROVISIONS
- --------------------------------------------------------------------------------
                                                                            Page
   2.01  Change of Contract...................................................13
   2.02  Change of Fund(s)....................................................14
   2.03  Nonparticipating Contract............................................14
   2.04  Payments and Elections...............................................14
   2.05  State Laws...........................................................15
   2.06  Control of Contract..................................................15
   2.07  Designation of Beneficiary...........................................15
   2.08  Misstatements and Adjustments........................................15
   2.09  Incontestability.....................................................15
   2.10  Grace Period.........................................................15

III.  PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------------------------------------------------------
   3.01  Net Purchase Payment.................................................16
   3.02  Certificate Holder's Account.........................................16
   3.03  Fund(s) Record Units -- Separate Account.............................16
   3.04  Net Return Factor(s) -- Separate Account.............................16
   3.05  Fund Record Unit Value -- Separate Account...........................17
   3.06  Market Value Adjustment..............................................17
   3.07  Transfer of Current Value from the Funds or MG Account...............18
   3.08  Notice to the Certificate Holder.....................................19
   3.09  Loans................................................................19
   3.10  Systematic Withdrawal Option (SWO)...................................19
   3.11  Death Benefit Amount.................................................21
   3.12  Death Benefit Options available to Beneficiary.......................22
   3.13  Liquidation of Surrender Value.......................................23
   3.14  Surrender Fee........................................................24
   3.15  Payment of Surrender Value...........................................25
   3.16  Reinstatement........................................................25
   3.17  Payment of Adjusted Current Value....................................25

IV.  ANNUITY PROVISIONS
- --------------------------------------------------------------------------------
   4.01  Choices to be Made...................................................26
   4.02  Terms of Annuity Options.............................................26
   4.03  Death of Annuitant/Beneficiary.......................................27
   4.04  Fund(s) Annuity Units - Separate Account.............................28
   4.05  Fund(s) Annuity Unit Value - Separate Account........................29
   4.06  Annuity Net Return Factor(s) -- Separate Account.....................29
   4.07  Annuity Options......................................................30


                                       8
<PAGE>

I.    GENERAL DEFINITIONS
- --------------------------------------------------------------------------------

1.01  Account:                            A record established for each
                                          Certificate Holder to maintain the
                                          value of all Net Purchase Payments
                                          held on his her behalf during the
                                          Accumulation Period.

1.02  Accumulation Period:                The period during which the Net
                                          Purchase Payment(s) are applied to an
                                          Account to provide future Annuity
                                          payment(s).

1.03  Adjusted Current Value:             The Current Value of an Account plus
                                          or minus any aggregate MG Account MVA,
                                          if applicable. (See 1.21)

1.04  Annuitant:                          The person whose life is measured for
                                          purposes of the guaranteed death
                                          benefit and the duration of Annuity
                                          payments under the Contract.

1.05  Annuity:                            Payment of an income:

                                          (a) For the life of one or two
                                              persons;
                                          (b) For a stated period; or
                                          (c) For some combination of (a) and
                                              (b).

1.06  Beneficiary:                        The individual or estate entitled to
                                          receive any payment from the Account
                                          upon the death of the Annuitant.

1.07  Certificate Holder:                 A person who purchases an interest in
                                          the Contract as evidenced by a
                                          certificate. A Certificate Holder
                                          cannot be a nonnatural person (i.e. a
                                          trustee for a trust, an executor or
                                          administrator for an estate, or an
                                          incorporated or unincorporated
                                          business).

1.08 Code:                                The Internal Revenue Code of
                                          1986, as it may be amended from time
                                          to time.

1.09  Contract:                           The agreement between Aetna and the
                                          Contract Holder.

1.10  Contract Holder:                    The entity to which the Contract is
                                          issued. The Contract is offered to:

                                          (a) National Association of Securities
                                              Dealers, Inc. ("NASD") member
                                              broker-dealers selected by Aetna,
                                              who have a minimum net capital of
                                              $250,000 or more, including
                                              broker-dealer subsidiaries of
                                              banks and savings and loan
                                              associations;

                                          (b) Employers who sponsor nonqualified
                                              benefit plans for their employees
                                              (exempt from ERISA Title I);

                                          (c) Entities that contribute to
                                              annuities on behalf of their
                                              customers; and

                                       9
<PAGE>

1.10  Contract Holder (Cont'd):           (d) Custodians of custodial accounts
                                              and trustees of trusts that have
                                              been established for Individual
                                              Retirement Accounts under Code
                                              Section 408.

1.11  Current Value:                      As of the most recent Valuation
                                          Period, the Net Purchase Payment and
                                          any additional amount deposited
                                          pursuant to 3.11 plus any interest
                                          added to the portion allocated to the
                                          MG Account; and plus or minus the
                                          investment experience of the portion
                                          allocated to the Funds since deposit;
                                          less all Maintenance Fees deducted,
                                          any amounts surrendered and any
                                          amounts applied to an Annuity.

1.12  Deposit Period:                     A calendar week, a calendar month, a
                                          calendar quarter, or any other period
                                          of time specified by Aetna during
                                          which Net Purchase Payment(s),
                                          Transfers and Reinvestments are
                                          accepted into the MG Account for one
                                          or more Guaranteed Terms. Aetna
                                          reserves the right to extend the
                                          Deposit Period.

1.13  Fixed Annuity:                      An Annuity with payments that do not
                                          vary in amount.

1.14  Fund(s):                            The open-end management investment
                                          companies (mutual funds) in which the
                                          Separate Account invests.

1.15  General Account:                    The Account holding the assets of
                                          Aetna, other than those assets held in
                                          Aetna's separate accounts.

1.16  Guaranteed Rates -- MG              Aetna will declare the interest
      Account:                            rate(s) applicable to a specific
                                          Guaranteed Term at the start of the
                                          Deposit Period for that Guaranteed
                                          Term. The rate(s) are guaranteed by
                                          Aetna for that Deposit Period and the
                                          ensuing Guaranteed Term. The
                                          Guaranteed Rates are annual effective
                                          yields. That is, interest is credited
                                          daily at a rate that will produce the
                                          Guaranteed Rate over the period of a
                                          year. No Guaranteed Rate will ever be
                                          less than the Minimum Guaranteed Rate
                                          shown on Contract Schedule I.

                                          For Guaranteed Terms of one year or
                                          less, one Guaranteed Rate is credited
                                          for the full Guaranteed Term. For
                                          longer Guaranteed Terms, an initial
                                          Guaranteed Rate is credited from the
                                          date of deposit to the end of a
                                          specified period within the Guaranteed
                                          Term. There may be different
                                          Guaranteed Rate(s) declared for
                                          subsequent specified time intervals
                                          throughout the Guaranteed Term.

1.17  Guaranteed Term:                    The period of time for which MG
                                          Account Guaranteed Rates are
                                          guaranteed on Net Purchase Payments.
                                          Transfers and Reinvestments made into
                                          a current Deposit Period for the MG
                                          Account. Such period begins on the day
                                          following the close of the Deposit
                                          Period and ends on the designated
                                          Maturity Date. Guaranteed Terms are
                                          offered at Aetna's discretion for
                                          various lengths of time ranging up to
                                          and including ten years.

                                       10
<PAGE>


1.17  Guaranteed Term (Cont'd):           During a Deposit Period, Aetna may
                                          make available any number of
                                          Guaranteed Terms. The Certificate
                                          Holder may allocate Net Purchase
                                          Payments and Transfers into any or all
                                          of the available Guaranteed Terms.

1.18  Guaranteed Term(s) Groups:          All MG Account Guaranteed Term(s) with
                                          the same length of time from the close
                                          of the Deposit Period until the
                                          designated Maturity Date.

1.19  Maintenance Fee:                    The Maintenance Fee (see Contract
                                          Schedule I) will be deducted during
                                          the Accumulation Period from the
                                          Current Value on each anniversary of
                                          the date the Account is established
                                          and upon surrender of the entire
                                          Account.

1.20 Marathon Guaranteed                  An accumulation option where Aetna
     Account (MG Account):                guarantees stipulated rate(s) of
                                          interest for specified period of time.
                                          All assets of Aetna, including amounts
                                          in the Nonunitized Separate Account,
                                          are available to meet the guarantees
                                          under the MG Account.

1.21 Market Value                         An adjustment to the amount withdrawn
     Adjustment (MVA):                    or transferred from an MG Account
                                          Guaranteed Term prior to the end of
                                          that Guaranteed Term. The adjustments
                                          reflects the change in the value of
                                          the investment due to changes in
                                          interest rates since the date of
                                          deposit and is computed using the
                                          formula given in 3.06. The adjustment
                                          is expressed as a percentage of each
                                          dollar being withdrawn.

1.22  Matured Term Value:                 The amount payable on an MG Account
                                          Guaranteed Term's Maturity Date.

1.23  Matured Term Value Transfer:        During the calendar month following an
                                          MG Account Maturity Date, the
                                          Certificate Holder may notify Aetna's
                                          Home Office in writing to Transfer or
                                          surrender all or part of the Matured
                                          Term Value, plus interest at the new
                                          Guaranteed Rate accrued thereon, from
                                          the MG Account without an MVA. This
                                          provision only applies to the first
                                          such written request received from the
                                          Certificate Holder during this period
                                          for any Matured Term Value.

1.24  Maturity Date:                      The last day of an MG Account
                                          Guaranteed Term.

1.25  Net Purchase Payment(s):            The Purchase Payment less premium
                                          taxes, as applicable.


1.26 Nonunitized Separate                 A separate account set up by Aetna
     Account:                             under Title 38. Section 38a-433, of
                                          the Connecticut General Statutes, that
                                          holds assets for MG Account Terms.
                                          There are no discrete units for this
                                          Account. The Certificate Holder does
                                          not participate in the investment gain
                                          or loss from the assets held in the
                                          Nonunitized Separate Account. Such
                                          gain or loss is borne entirely by
                                          Aetna. These assets may be chargeable
                                          with liabilities arising out of any
                                          other business of Aetna.


                                       11
<PAGE>

1.27  Purchase Payment(s):                Payment(s) accepted by Aetna at its
                                          Home Office. Aetna reserves the right
                                          to refuse to accept any Purchase
                                          Payment at any time for any reason. No
                                          advance notice will be given to the
                                          Contract Holder or Certificate Holder.

1.28  Reinvestment:                       Aetna will mail a notice to the
                                          Certificate Holder at least 18
                                          calendar days before a Guaranteed
                                          Term's Maturity Date. This notice will
                                          contain the current Terms available
                                          during the current Deposit Periods
                                          with their Guaranteed Rate(s), and
                                          projected Matured Term Value. If no
                                          specific direction is given by the
                                          Certificate Holder prior to the
                                          Maturity Date, each Matured Term Value
                                          will be reinvested in the current
                                          Deposit Period for a Guaranteed Term
                                          of the same duration. If a Guaranteed
                                          Term of the same duration is
                                          unavailable, each Matured Term Value
                                          will automatically be reinvested in
                                          the current Deposit Period for the
                                          next shortest Guaranteed Term
                                          available, if no shorter Guaranteed
                                          Term is available, the next longer
                                          Guaranteed Term will be used. Aetna
                                          will mail a confirmation statement to
                                          the Certificate Holder the next
                                          business day after the Maturity Date.
                                          This notice will state the Guaranteed
                                          Term and Guaranteed Rate(s) which will
                                          apply to the reinvested Matured Term
                                          Value.

1.29  Separate Account:                   A separate account that buys and holds
                                          shares of the Fund(s). Income, gains
                                          or losses, realized or unrealized, are
                                          credited or charged to the Separate
                                          Account without regard to other
                                          income, gains or losses of Aetna.
                                          Aetna owns the assets held in the
                                          Separate Account and is not a trustee
                                          as to such amounts. This Separate
                                          Account generally is not guaranteed
                                          and is held at market value. The
                                          assets of the Separate Account, to the
                                          extent of reserves and other contract
                                          liabilities of the Account, shall not
                                          be charged with other Aetna
                                          liabilities.

1.30  Surrender Value:                    The amount payable by Aetna upon the
                                          surrender of any portion of an
                                          Account.

1.31  Transfers:                          The movement of invested amounts among
                                          the available Fund(s) and the MG
                                          Account under the Contract during the
                                          Accumulation Period.

1.32  Valuation Period (Period):          The period of time for which a Fund
                                          determines its net asset value,
                                          usually from 4:15 p.m. Eastern time
                                          each day the New York Stock Exchange
                                          is open until 4:15 p.m. the next such
                                          day, or such other day that one or
                                          more of the Funds determines its net
                                          asset value.

1.33  Variable Annuity:                   An Annuity with payments that vary
                                          with the net investment results of one
                                          or more Funds under the Separate
                                          Account.

                                       12

<PAGE>

II.   GENERAL PROVISIONS
- --------------------------------------------------------------------------------

2.01  Change of Contract:                 Only an authorized officer of Aetna
                                          may change the terms of the Contract.
                                          Aetna will notify the Contract Holder
                                          in writing at least 30 days before the
                                          effective date of any change. Any
                                          change will not affect the amount or
                                          terms of any Annuity which begins
                                          before the change.

                                          Aetna reserves the right to refuse to
                                          accept any Purchase Payment at any
                                          time for any reason. This applies to
                                          an initial Purchase Payment to
                                          establish a new Account or to
                                          subsequent Purchase Payments to
                                          existing Accounts under the Contract.
                                          No advance notice will be given to the
                                          Contract Holder or Certificate Holder.

                                          Aetna may make any change that affects
                                          the MG Account Market Value Adjustment
                                          (3.06) with at least 30 days' advance
                                          written notice to the Contract Holder
                                          and the Certificate Holder. Any such
                                          change shall become effective for any
                                          new Term and will apply to all present
                                          and future Accounts.

                                          Aetna reserves the right to change the
                                          terms of the Systematic Withdrawal
                                          Option (3.10) for future elections and
                                          discontinue the availability of this
                                          option after proper notification.

                                          Any change that affects any of the
                                          following under the Contract will not
                                          apply to Accounts in existence before
                                          the effective date of the change:

                                          (a) Net Purchase Payment (1.25)
                                          (b) MG Account Guaranteed Rate (1.16)
                                          (c) Net Return Factor(s) -- Separate
                                              Account (3.04)
                                          (d) Current Value (1.11)
                                          (e) Surrender Value (1.30)
                                          (f) Fund(s) Annuity Unit Value -
                                              Separate Account (4.05)
                                          (g) Annuity options (4.07)
                                          (h) Fixed Annuity Interest Rates
                                              (4.01)
                                          (i) Transfers (1.31).

                                          Any change that affects the Annuity
                                          options and the tables for the options
                                          may be made:

                                          (a) No earlier than 12 months after
                                              the effective date of the
                                              Contract; and
                                          (b) No earlier than 12 months after
                                              the effective date of any prior
                                              change.

                                       13

<PAGE>

2.02  Change of Fund(s):                  Any Account established on or after
                                          the effective date of any change will
                                          be subject to the change. If the
                                          Contract Holder does not agree to any
                                          change under this provision, no new
                                          Accounts may be established under the
                                          Contract. The Contract may also be
                                          changed as deemed necessary by Aetna
                                          to comply with federal or state law.

                                          Aetna, or the Separate Account, may:

                                          (a) Change the Fund(s) which may be
                                              invested in by the Separate
                                              Account; and
                                          (b) Replace the shares of any Fund(s)
                                              held in the Separate Account with
                                              shares of any other Fund(s).

                                          Changes must be:

                                          (a) Approved by a majority vote in the
                                              Separate Account with respect to
                                              the Fund(s) whose shares are to be
                                              replaced; or
                                          (b) Deemed necessary by Aetna under
                                              the Investment Company Act of
                                              1940; or
                                          (c) Deemed necessary by Aetna to
                                              accomplish the purpose of the
                                              Separate Account.

                                          Aetna will notify the Contract Holder
                                          and the Certificate Holder of any
                                          change.

2.03  Nonparticipating Contract:          The Contract Holder, Certificate
                                          Holders, or Beneficiaries will not
                                          have a right to share in the earnings
                                          of Aetna.

2.04  Payments and Elections:             While the Certificate Holder is
                                          living, Aetna will pay the Certificate
                                          Holder any Annuity payments as and
                                          when due. After the Certificate
                                          Holder's death, any Annuity payments
                                          required to be made will be paid in
                                          accordance with 4.03. Aetna will
                                          determine other payments and/or
                                          elections as of the end of the
                                          Valuation Period in which the request
                                          is received at its Home Office. Such
                                          payments will be made within 7
                                          calendar days of receipt at its Home
                                          Office of a written claim for payment
                                          which is in good order, except as
                                          provided in 3.15.

2.05  State Laws:                         The Contract and the Certificates
                                          comply with the laws of the state in
                                          which they are delivered. Any
                                          surrender, death, or Annuity payments
                                          are equal to or greater than the
                                          minimum required by such laws. Annuity
                                          tables for legal reserve valuation
                                          shall be as required by state law.
                                          Such tables may be different from
                                          Annuity tables used to determine
                                          Annuity payments.


                                       14
<PAGE>


2.06  Control of Contract:                The Contract is between the Contract
                                          Holder and Aetna. The Contract Holder
                                          has title to the Contract. Contract
                                          Holder rights are limited to accepting
                                          or rejecting Contract modifications.
                                          The Certificate Holder has all other
                                          rights to amounts held in his or her
                                          Account.

                                          Each Certificate Holder shall own all
                                          amounts held in his or her Account.
                                          Each Certificate Holder may make any
                                          choices allowed by the Contract for
                                          his or her Account. Choices made under
                                          the Contract must be in writing. Until
                                          receipt of such choices at Aetna's
                                          Home Office, Aetna may rely on any
                                          previous choices made.

                                          The Contract is not subject to the
                                          claims of any creditors of the
                                          Contract Holder or the Certificate
                                          Holder, except to the extent permitted
                                          by law.

                                          The Certificate Holder may assign or
                                          transfer his or her rights under the
                                          Contract to one or more natural
                                          persons. Any assignment or transfer
                                          must be submitted to Aetna's Home
                                          Office in writing and will not be
                                          effective until accepted by Aetna.

2.07  Designation of Beneficiary:         Each Certificate Holder shall name his
                                          or her Beneficiary. The Beneficiary
                                          may be changed at any time. Changes to
                                          a Beneficiary must be submitted to
                                          Aetna's Home Office in writing and
                                          will not be effective until accepted
                                          by Aetna.

2.08 Misstatements and Adjustments:       If Aetna finds the age of any
                                          Annuitant to be misstated, the correct
                                          facts will be used to adjust payments.

2.09  Incontestability:                   Aetna cannot cancel the Contract
                                          because of any error of fact on the
                                          application. Aetna cannot cancel an
                                          Account because of any error of fact
                                          on the enrollment form.

2.10  Grace Period:                       The Contract and this Certificate will
                                          remain in effect even if Purchase
                                          Payments are not continued except as
                                          provided in the Payment of Adjusted
                                          Current Value provision (See 3.17).

III.  PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------------------------------------------------------

3.01  Net Purchase Payment:               This amount is the actual Purchase
                                          Payment less any premium tax. Aetna
                                          will generally deduct the premium tax
                                          when Annuity benefits are elected (see
                                          Part IV). If Aetna determines that
                                          under applicable state law, it must
                                          pay a premium tax when the Purchase
                                          Payment is received or at any other
                                          time, it will deduct the tax at that
                                          time.

                                          The Net Purchase Payment will be
                                          credited among:

                                          (a) The current Deposit Period(s) for
                                              Guaranteed Terms under the MG
                                              Account; and

                                       15
<PAGE>

3.01  Net Purchase Payment                (b) The Fund(s) in which the Separate
      (Cont'd):                                Account invests.

                                          For each Net Purchase Payment, the
                                          Certificate Holder shall tell Aetna
                                          the allocation percentage to be
                                          applied to the current Deposit Period
                                          for each of the available Guaranteed
                                          Terms in the MG Account and/or each
                                          Fund. If allocation instructions are
                                          not received along with any subsequent
                                          Net Purchase Payment, the allocation
                                          will be the same as that indicated on
                                          the original enrollment form. If the
                                          same Guaranteed Term is no longer
                                          available, the Net Purchase Payment
                                          will be allocated to the next shortest
                                          Guaranteed Term available in the
                                          current Deposit Period. If no shorter
                                          Guaranteed Term is available, the next
                                          longer Guaranteed Term will be used.

3.02  Certificate Holder's Account:       Aetna will maintain an Account for
                                          each Certificate Holder.

                                          Aetna will declare from time to time
                                          the acceptability and the minimum
                                          amount for additional Purchase
                                          Payments. Each Account will be subject
                                          to the Terms and Conditions of the
                                          Contract in effect at the time the
                                          first Purchase Payment for such
                                          Account is applied to the Contract
                                          except for changes made to comply with
                                          federal or state law.

3.03  Fund(s) Record Units --             The portion of the Net Purchase
      Separate Account:                   Payment(s) applied to each Fund under
                                          the Separate Account will determine
                                          the number of Fund record units for
                                          that Fund. This number is equal to the
                                          portion of the Net Purchase Payment(s)
                                          applied to each Fund divided by the
                                          Fund record unit Value (see 3.05) for
                                          the Valuation Period in which the
                                          Purchase Payment is received in good
                                          order at Aetna's Home Office.

3.04  Net Return Factor(s) --             The net return factor(s) are used to
      Separate Account:                   compute all Separate Account record
                                          units for any Fund.

                                          The net return factor(s) for each Fund
                                          is equal to 1.0000000 plus the net
                                          return rate.

                                          The net return rate is equal to:

                                          (a) The value of the Shares of the
                                              Fund held by the Separate Account
                                              at the end of the Valuation
                                              Period; minus
                                          (b) The value of the shares of the
                                              Fund held by the Separate Account
                                              at the start of the Valuation
                                              Period; plus or minus
                                          (c) Taxes (or reserves for taxes) on
                                              the Separate Account (if any);
                                              divided by
                                          (d) The total value of the Fund(s)
                                              record units and Fund(s) annuity
                                              units of the Separate Account at
                                              the start of the Valuation Period;
                                              minus
                                          (e) A daily Separate Account charge at
                                              an annual rate as shown on
                                              Contract Schedule I for mortality
                                              and expense risks, which may
                                              include profit; and a daily
                                              administrative charge.


                                       16

<PAGE>

3.04  Net Return Factor(s) --             A net return rate may be more or less
      Separate Account (Cont'd):          than 0%.  The value of a share of the
                                          Fund is equal to the net assets of the
                                          Fund divided by the number of shares
                                          outstanding.

3.05  Fund Record Unit Value --           A Fund record unit value is computed
      Separate Account:                   by multiplying the net return factors
                                          for the current Valuation Period by
                                          the Fund record unit value for the
                                          previous Period. The dollar value of
                                          Fund record units, Separate Account
                                          assets, and Variable Annuity payments
                                          may go up or down due to investment
                                          gain or loss.

3.06  Market Value Adjustment:            There will be an MVA for a withdrawal
                                          from the MG Account before the end of
                                          a Guaranteed Term when the withdrawal
                                          is due to:

                                          (a) A Transfer; except as specified in
                                              MG Account Matured Term Value
                                              Transfer;
                                          (b) A full or partial surrender,
                                              including a 10% free withdrawal
                                              under 3.14; or
                                          (c)An election of Annuity option 2
                                             (see 4.07).

                                          Full and partial surrenders and
                                          Transfers made within six months after
                                          the date of the Annuitant's death will
                                          be the greater of:

                                          (a) The aggregate MVA amount which is
                                              the sum of all market value
                                              adjusted amounts calculated due to
                                              a withdrawal of amounts. This
                                              total may be greater or less than
                                              the Current Value of those
                                              amounts; or

                                          (b) The applicable portion of the
                                              Current Value in the MG Account.

                                          After the six-month period, the
                                          surrender or Transfer will be the
                                          aggregate MVA amount, which may be
                                          greater or less than the Current Value
                                          of those amounts.

                                          The greater of the aggregate MVA
                                          amount or the applicable portion of
                                          the Current Value applies to amounts
                                          withdrawn from the MG Account on
                                          account of an election of Annuity
                                          options 3 or 4 (see 4.07).

                                          Market value adjusted amounts will be
                                          equal to the amount withdrawn
                                          multiplied by the following ratio:


                                        X
                                                                ---
                                                                365
                                                     (1 + i)
                                                     ---------------
                                        X
                                                                ---
                                                                365
                                                     (1 + j)


                                       17

<PAGE>

3.06  Market Value Adjustment             Where:
      (Cont'd):                                i   is the Deposit Period Yield
                                               j   is the Current Yield
                                               x   is the number of days
                                                   remaining, (computed from
                                                   Wednesday of the week of
                                                   withdrawal) in the Guaranteed
                                                   Term.

                                          The Deposit Period Yield will be
                                          determined as follows:

                                          (a)  At the close of the last
                                               business day of each week of the
                                               Deposit Period, a yield will be
                                               computed as the average of the
                                               yields on that day of U.S.
                                               Treasury Notes which mature in
                                               the last three months of the
                                               Guaranteed Term.

                                          (b)  The Deposit Period Yield is the
                                               average of those yields for the
                                               Deposit Period. If withdrawal is
                                               made before the close of the
                                               Deposit Period, it is the average
                                               of those yields on each week
                                               preceding withdrawal.

                                          The Current Yield is the average of
                                          the yields on the last business day of
                                          the week preceding withdrawal on the
                                          same U.S. Treasury Notes included in
                                          the Deposit Period Yield.

                                          In the event that no U.S. Treasury
                                          Notes which mature in the last three
                                          months of the Guaranteed Term exist,
                                          Aetna reserves the right to use the
                                          U.S. Treasury Notes that mature in the
                                          following quarter.

3.07 Transfer of Current Value            Before an Annuity option is elected,
     from the Funds or MG Account:        all or any portion of the Adjusted
                                          Current Value of the Certificate
                                          Holder's Account may be transferred
                                          from any Fund or Guaranteed Term of
                                          the MG Account:

                                          (a) To any other Fund; or
                                          (b) To any Guaranteed Term of the MG
                                              Account available in the current
                                              Deposit Period.

                                          Transfer requests can be submitted as
                                          a percentage or as a dollar amount.
                                          Aetna may establish a minimum transfer
                                          amount. Within a Guaranteed Term
                                          Group, the amount to be surrendered or
                                          transferred will be withdrawn first
                                          from the oldest Deposit Period, then
                                          from the next oldest, and so on until
                                          the amount requested is satisfied.

                                          The Certificate Holder may make an
                                          unlimited number of Transfers during
                                          the Accumulation Period. The number of
                                          free Transfers allowed by Aetna is
                                          shown on Contract Schedule I.
                                          Additional Transfers may be subject to
                                          a Transfer fee as shown on Contract
                                          Schedule I.

                                       18

<PAGE>

3.07  Transfer of Current Value           Transfers from the MG Account of a
      from the Funds or                   Matured Term Value on or within one
      MG Account (Cont'd):                calendar month of a Term's Maturity
                                          Date do not count against the annual
                                          Transfer limit.

                                          Amounts applied to Guaranteed Terms of
                                          the MG 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 Matured Term
                                          Value(s) during the calendar month
                                          following the Term's Maturity Date.

                                          Transfers from Guaranteed Terms of the
                                          MG Account are subject to the MVA
                                          provisions of 3.06.

3.08   Notice to the Certificate          The Certificate Holder will receive
       Holder:                            quarterly statements from Aetna of:

                                          (a) The value of any amounts held in:
                                              (1)The MG Account; and
                                              (2)The Fund(s) under the
                                                 Separate Account.
                                          (b) The number of any Fund(s) record
                                              units; and
                                          (c) the Fund(s) record unit value.

                                          Such number of values will be as of a
                                          specific date no more than 60 days
                                          before the date of the notice.

3.09  Loans:                              Loans are not available under this
                                          certificate.

3.10  Systematic Withdrawal Option        A distribution option under which a
      (SWO):                              portion of the Account's Current Value
                                          will automatically be surrendered and
                                          distributed each year. SWO payments
                                          will be calculated on the Account's
                                          full Current Value. The distributed
                                          amount is withdrawn pro rata from each
                                          investment option under the Account. A
                                          Surrender Fee will not be deducted
                                          from any portion of the Adjusted
                                          Current Value which is paid as a
                                          distribution under SWO. Certificate
                                          Holders should consult their tax
                                          adviser prior to requesting this
                                          distribution option. Aetna will not be
                                          responsible for any adverse tax
                                          consequences due to receiving SWO
                                          payments.

                                          (a) Amount of Distribution: The
                                              Certificate Holder may elect one
                                              of the three payment methods
                                              described below.

                                              (1) Specified Payment: Payments
                                                  of a designated dollar
                                                  amount. The annual amount
                                                  may not be greater than the
                                                  percentage of the Current
                                                  Value at time of election as
                                                  shown on Contract Schedule I.
                                                  This annual dollar amount
                                                  will remain constant. At its
                                                  discretion, Aetna may require
                                                  a minimum initial payment
                                                  amount;


                                       19

<PAGE>

3.10  Systematic Withdrawal Option            (2)  Specified Period:  Payments
      (SWO) (Cont'd):                              which are made over a period
                                                   of time which must be at
                                                   least 10 years. The annual
                                                   amount paid each year is
                                                   calculated by dividing the
                                                   Current Value as of December
                                                   31 of the prior year by the
                                                   number of payment years
                                                   remaining; or

                                              (3)  Specified Percentage:
                                                   Payment of a designated
                                                   percentage which cannot be
                                                   greater than the percentage
                                                   of the Current Value at the
                                                   time of election as shown
                                                   on Contract Schedule I. The
                                                   percentage may be changed
                                                   by written request. Aetna
                                                   reserves the right to limit
                                                   the number of times the
                                                   percentage may be changed.
                                                   The annual amount is
                                                   calculated by multiplying
                                                   the Current Value as of
                                                   December 31 of the year
                                                   prior to the payment by the
                                                   designated percentage.

                                          Payments upon the Certificate Holder's
                                          or Annuitant's death will be made to
                                          the Beneficiary in the manner
                                          described in 3.12.

                                          (b) Minimum Initial Current Value: At
                                              its discretion, Aetna may require
                                              a minimum initial Current Value
                                              for election of this option. If
                                              after election of this option the
                                              Current Value is insufficient to
                                              make a scheduled SWO payment,
                                              Aetna will distribute the entire
                                              Account balance.

                                          (c) Date of Distribution: The
                                              Certificate Holder shall specify
                                              the initial distribution date. The
                                              earliest date for distribution is
                                              the date on which the Certificate
                                              Holder attains age 59 1/2. As
                                              elected by the Certificate Holder,
                                              SWO payments will be made on a
                                              monthly, quarterly, semi-annual or
                                              annual basis. If SWO payments are
                                              made more frequently than
                                              annually, the designated annual
                                              amount is divided by the number of
                                              payments due each calendar year.
                                              Subsequent distributions will be
                                              made on the 15th of any month or
                                              such other date Aetna may
                                              designate or allow.

                                          (d) Election and Revocation: SWO may
                                              be elected by the Certificate
                                              Holder by submitting a completed
                                              and signed election form to
                                              Aetna's Home Office. Once elected,
                                              this option may be revoked by the
                                              Certificate Holder or spousal
                                              Beneficiary, if elected after the
                                              Certificate Holder's death, by
                                              submitting a written request to
                                              Aetna at its Home Office. Any
                                              revocation will apply only to
                                              amounts not yet paid. SWO may be
                                              elected only once by the
                                              Certificate Holder or by the
                                              spouse Beneficiary.


                                       20

<PAGE>

3.11 Death Benefit Amount:                If the Certificate Holder or Annuitant
                                          dies before Annuity payments start,
                                          the Beneficiary is entitled to a death
                                          benefit under the Account. The claim
                                          date is the date when proof of death
                                          and the Beneficiary's claim are
                                          received in good order at Aetna's Home
                                          Office. The amount of the death
                                          benefit is determined as follows:

                                          (a) Death of Annuitant less than 75
                                              years of age: The guaranteed death
                                              benefit is the greatest of:

                                              (1)  The gross sum of all
                                                   Purchase Payment(s) made to
                                                   the Account (as of the date
                                                   of death) minus the sum of
                                                   all amounts surrendered,
                                                   applied to an Annuity, or
                                                   deducted from the Account;

                                              (2)  The step up value as of the
                                                   date of death plus all Net
                                                   Purchase Payments made to the
                                                   Account, minus the total of
                                                   all partial surrenders,
                                                   amounts applied to an Annuity
                                                   and deductions made from the
                                                   Account since determination
                                                   of the step up value. The
                                                   step up value is the Current
                                                   Value on the most recent
                                                   seventh year anniversary of
                                                   the date the first Net
                                                   Purchase Payment is applied
                                                   to the Account;

                                              (3)  The Account's Current Value
                                                   as of the date of death. The
                                                   excess, if any, of the
                                                   guaranteed death benefit
                                                   value over the Account's
                                                   Current Value is determined
                                                   as of the date of death. Any
                                                   excess amount will be
                                                   deposited to the Account and
                                                   allocated to Aetna Variable
                                                   Encore Fund as the claim
                                                   date. The Current Value on
                                                   the claim date plus any
                                                   excess amount deposited
                                                   becomes the Account's Current
                                                   Value.

                                          (b) Death of Annuitant age 75 or
                                              greater: The death benefit amount
                                              is the Account Current Value on
                                              the claim date.

                                          (c) Death of the Certificate Holder if
                                              the Certificate Holder is not the
                                              Annuitant: The death benefit
                                              amount is the Account Adjusted
                                              Current Value on the claim date. A
                                              Surrender Fee may apply to any
                                              full or partial surrender (see
                                              3.14 and Contract Schedule I).

3.12  Death Benefit Options               Prior to any election, or until
      available to Beneficiary:           amounts must be otherwise distributed
                                          under this section, the Current Value
                                          of the Account will be retained in the
                                          Account. The Beneficiary has the right
                                          under the Account to allocate or
                                          reallocate any amount to any of the
                                          available investment options (subject
                                          to an MVA, as applicable). The
                                          following options are available to the
                                          Beneficiary:

                                          (a) When the Certificate Holder is the
                                              Annuitant: If the Certificate
                                              Holder/Annuitant dies, and:

                                     21

<PAGE>

3.12  Death Benefit Options                   (1)  If the Beneficiary is the
      available to Beneficiary                     Certificate Holder's
      (Cont'd):                                    surviving spouse, the
                                                   Beneficiary will be the
                                                   successor Certificate Holder
                                                   of the Account on Aetna's
                                                   records. Such successor
                                                   Certificate Holder may
                                                   exercise all Certificate
                                                   Holder rights under the
                                                   Contract and continue in the
                                                   Accumulation Period, or may
                                                   elect (i), (ii), or (iii)
                                                   below. Under the Code,
                                                   distributions from the
                                                   Account are not required
                                                   until the successor
                                                   Certificate Holder's death.
                                                   The Beneficiary may elect to:

                                                   (i)   Apply some or all of
                                                         the Adjusted Current
                                                         Value of the Account to
                                                         Annuity option 2, 3 or
                                                         4 (see 4.07);

                                                   (ii)  Apply some or all of
                                                         the Adjusted Current
                                                         Value of the Account to
                                                         Annuity option 1 (see
                                                         4.07); or

                                                   (iii) Receive, at any time, a
                                                         lump sum payment equal
                                                         to the Adjusted Current
                                                         Value of the Account.

                                              (2)  If the Beneficiary is other
                                                   than the Certificate
                                                   Holder's surviving spouse,
                                                   then options (i), (ii), or
                                                   (iii) under (1) above
                                                   apply. Any portion of the
                                                   Adjusted Current Value of
                                                   the Account not applied to
                                                   Annuity option 2, 3 or 4
                                                   within one year of the
                                                   Certificate Holder's death,
                                                   must be distributed within
                                                   five years of the date of
                                                   death.

                                              (3)  If no Beneficiary exists, a
                                                   lump sum payment equal to the
                                                   Adjusted Current Value will
                                                   be made to the Certificate
                                                   Holder's estate.

                                          (b) When the Certificate Holder is not
                                              the Annuitant and the Certificate
                                              Holder dies, and:

                                              (1)  If the Beneficiary is the
                                                   Certificate Holder's
                                                   surviving spouse, the
                                                   Beneficiary will be the
                                                   successor Certificate
                                                   Holder of the Account on
                                                   Aetna's records. Such
                                                   successor Certificate
                                                   Holder may exercise all
                                                   Certificate Holder rights
                                                   under the Contract and
                                                   continue in the
                                                   Accumulation Period, or may
                                                   elect (i), (ii), or (iii)
                                                   below. Under the Code,
                                                   distributions from the
                                                   Account are not required
                                                   until the successor
                                                   Certificate Holder's death.
                                                   The Beneficiary may elect
                                                   to:

                                                   (i)   Apply some or all of
                                                         the Adjusted Current
                                                         Value of the Account to
                                                         Annuity option 2, 3 or
                                                         4 (see 4.07);

                                                    (ii) Apply some or all of
                                                         the Surrender Value of
                                                         the Account to Annuity
                                                         option 1 (see 4.07); or

                                       22
<PAGE>

3.12  Death Benefit Options                        (iii) Receive, at any time,
      available to Beneficiary                           a lump sum payment
      (Cont'd):                                          equal to the Surrender
                                                         Value of the Account.

                                              (2)  If the Beneficiary is other
                                                   than the Certificate
                                                   Holder's surviving spouse,
                                                   then options (i), (ii), or
                                                   (iii) under (1) above
                                                   apply. Any portion of the
                                                   Adjusted Current Value of
                                                   the Account not applied to
                                                   Annuity option 2, 3 or 4
                                                   within one year of the
                                                   Certificate Holder's death
                                                   will be subject to a
                                                   Surrender Fee, if
                                                   applicable, and must be
                                                   distributed within five
                                                   years of the date of death.

                                              (3)  If no Beneficiary exists, a
                                                   lump sum payment equal to the
                                                   Surrender Value will be made
                                                   to the Certificate Holder's
                                                   estate.

                                          (c) When the Certificate Holder is not
                                              the Annuitant and the Annuitant
                                              dies: The Beneficiary must elect
                                              Annuity option 2, 3 or 4 within 60
                                              days of the date of death or the
                                              gain, if any, will be includable
                                              in the Beneficiary's income in the
                                              tax year in which the Annuitant
                                              dies.

3.13  Liquidation of                      All or any portion of the Account's
      Surrender Value:                    Adjusted Current Value may be
                                          surrendered at any time. Surrender
                                          requests can be submitted as a
                                          percentage of the Account value or as
                                          a specific dollar amount.  Net
                                          Purchase Payment amounts are withdrawn
                                          first, and then the excess value, if
                                          any.  For any partial surrender,
                                          amounts are withdrawn on a pro rata
                                          basis from the Fund(s) and/or the
                                          Guaranteed Term(s) Groups of the MG
                                          Account in which the Current Value is
                                          invested.  Within a Guaranteed Term
                                          Group, the amount to be surrendered
                                          or transferred will be withdrawn first
                                          from the oldest Deposit Period, then
                                          from the next oldest, and so on until
                                          the amount requested is satisfied.

                                          After deduction of the Maintenance
                                          Fee, if applicable, the surrendered
                                          amount shall be reduced by a Surrender
                                          Fee; if applicable.


3.14  Surrender Fee:                      The Surrender Fee only applies to the
                                          Net Purchase Payment(s) portion
                                          surrendered and varies according to
                                          the elapsed time since deposit (see
                                          Contract Schedule I). Net Purchase
                                          Payment amounts are withdrawn in the
                                          same order they were applied.

                                          No Surrender Fee is deducted from any
                                          portion of the Current Value which is
                                          paid:

                                          (a) To a Beneficiary due to the
                                              Annuitant's death before Annuity
                                              payments start, up to a maximum of
                                              the aggregate Net Purchase
                                              Payment(s) minus the total of all
                                              partial surrenders, amounts
                                              applied to an Annuity and
                                              deductions made prior to the
                                              Annuitant's date of death;

                                       23

<PAGE>

3.14  Surrender Fee (Cont'd):             (b) As a premium for an Annuity option
                                              2, 3 or 4 under this Contract (see
                                              4.07);

                                          (c) As a distribution under the SWO
                                              provision (see 3.10);

                                          (d) At least 12 months after the date
                                              of the first Purchase Payment to
                                              the Account, in an amount equal to
                                              or less than 10% of the Current
                                              Value. This applies to the first
                                              surrender request, partial or
                                              full, in a calendar year. The
                                              Current Value is calculated as of
                                              the date the surrender request is
                                              received in good order at Aetna's
                                              Home Office. This waiver is not
                                              available to the Certificate
                                              Holder while SWO is in effect.

                                          (e) For a full surrender of the
                                              Account where the Current Value of
                                              the Account is $2,500 or less and
                                              no surrenders have been taken from
                                              the Account within the prior 12
                                              months;

                                          (f) By Aetna under 3.17; or

                                          (g) If the Annuitant has spent at
                                              least 45 consecutive days in a
                                              licensed nursing care facility and
                                              each of the following conditions
                                              are met:

                                              (1)  more than one calendar year
                                                   has elapsed since the date
                                                   the certificate was issued;
                                                   and

                                              (2)  the surrender is requested
                                                   within 3 years of admission
                                                   to a licensed nursing care
                                                   facility.

                                              This waiver does not apply if the
                                              Annuitant was in a nursing care
                                              facility at the time this
                                              certificate was issued.

3.15  Payment of Surrender                Under certain emergency conditions,
      Value:                              Aetna may defer payment:

                                          (a) For a period of up to 6 months
                                              (unless not allowed by state law);
                                              or
                                          (b) As provided by federal law.

3.16  Reinstatement:                      All or a portion of the proceeds of a
                                          full surrender of an Account may be
                                          reinvested within 30 days after the
                                          surrender. Any Maintenance Fee and
                                          Surrender Fee charged at the time of
                                          surrender on the amount being
                                          reinvested will be included in the
                                          reinvestment. Any Market Value
                                          Adjustment(s) deducted from surrenders
                                          will not be included in the
                                          reinstatement.

                                       24
<PAGE>

3.16  Reinstatement (Cont'd):             Amounts will be reinstated among the
                                          MG Account and the Funds in the
                                          Separate Account in the same
                                          proportion as they were at the time
                                          of surrender.  Any amounts
                                          reinstated to the MG Account will be
                                          credited to the Guaranteed Terms
                                          available during the current Deposit
                                          Period in the same proportion as they
                                          were at the time of surrender.  In the
                                          event that a Guaranteed Term of the
                                          same duration is unavailable, amounts
                                          will be reinvested in the next
                                          shortest Guaranteed Term available
                                          in the current Deposit Period.  If no
                                          shorter Guaranteed Term is available,
                                          the next longer Guaranteed Term will
                                          be used.  The number of Fund(s)
                                          Record Units reinstated will be based
                                          on the Record Unit Value(s) next
                                          computed after receipt at Aetna's Home
                                          Office of the reinstatement request
                                          and the amount to be reinstated.

                                          Any Maintenance Fee which falls due
                                          after the surrender and before the
                                          reinstatement will be deducted from
                                          the amount reinstated.

                                          Any Account(s) surrendered because the
                                          Current Value was less than $2,500
                                          immediately following any partial
                                          surrender may not be reinstated (see
                                          3.17).

                                          Reinstatement of an Account is
                                          permitted only once.

3.17 Payment of Adjusted                  Upon 90 days' written notice to the
      CurrentValue:                       Certificate Holder, Aetna will
                                          terminate any Account if the Current
                                          Value becomes less than $2,500
                                          immediately following any partial
                                          surrender. Aetna does not intend to
                                          exercise this right in cases where an
                                          Account Current Value is reduced to
                                          $2,500 or less solely due to
                                          investment performance. A surrender
                                          fee will not be deduced from the
                                          Adjusted Current Value. This
                                          terminated Adjusted Current Value of
                                          an Account may not be reinstated.

IV.   ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

4.01  Choices to be Made:                 The Certificate Holder may tell Aetna
                                          to apply any portion of the Adjusted
                                          Current Value (minus any premium tax)
                                          for an Annuity under option 2, 3, or 4
                                          (see 4.07). The first Annuity payment
                                          may not be earlier than one calendar
                                          year after the initial Purchase
                                          Payment nor later than the later of:

                                          (a) the first day of the month
                                              following the Annuitant's 85th
                                              birthday or

                                          (b) the tenth anniversary of the last
                                              Purchase Payment. In lieu of the
                                              election of an Annuity, the
                                              Certificate Holder may tell Aetna
                                              to make a lump sum payment.

                                          When an Annuity Option is chosen,
                                          Aetna must also be told if payments
                                          are to be made other than monthly and
                                          whether to pay:

                                       25

<PAGE>

4.01  Choices to be Made (Cont'd):        (a) A Fixed Annuity using the General
                                              Account;
                                          (b) A Variable Annuity using any of
                                              the Fund(s) available under this
                                              Contract for Annuity purposes; or
                                          (c) A combination of (a) and (b).

                                          If a Fixed Annuity is chosen, the
                                          Annuity purchase rate for the option
                                          chosen reflects the Minimum Guaranteed
                                          Interest Rate (see Contract Schedule
                                          II), but may reflect higher interest
                                          rates. If a Variable Annuity is
                                          chosen, the initial Annuity payment
                                          for the option chosen reflects the
                                          assumed annual return rate elected.
                                          (see Contract Schedule II).

4.02  Terms of Annuity                    (a) When payments start, the age of
      Options                                 the Annuitant plus the number of
                                              years for which payments are
                                              guaranteed must not exceed 95.

                                          (b) An Annuity option may not be
                                              elected if the first payment would
                                              be less than $50 or if the total
                                              payments in a year would be less
                                              than $250 (less if required by
                                              state law). Aetna reserves the
                                              right to increase the minimum
                                              first Annuity payment amount and
                                              the annual minimum Annuity payment
                                              amount based upon increases
                                              reflected in the Consumer Price
                                              Index-Urban, (CPI-U) since July 1,
                                              1983.

                                          (c) If a Fixed Annuity under option 2,
                                              3 or 4 is chosen and a larger
                                              payment would result from applying
                                              the Surrender Value to a current
                                              Aetna single premium immediate
                                              Annuity, Aetna will make the
                                              larger payment.

                                          (d) For purposes of calculating the
                                              guaranteed first payment of a
                                              Variable Annuity or the payments
                                              for a Fixed Annuity, the
                                              Annuitant's and second Annuitant's
                                              adjusted age will be used. The
                                              Annuitant's and second Annuitant's
                                              adjusted age is his or her age as
                                              of the birthday closest to the
                                              Annuity commencement date reduced
                                              by one year for Annuity
                                              commencement dates occurring
                                              during the period of time from
                                              July 1, 1993 through December 31,
                                              1999. The Annuitant's and second
                                              Annuitant's age will be reduced by
                                              two years for Annuity commencement
                                              dates occurring during the period
                                              of time from January 1, 2000
                                              through December 31, 2009. The
                                              Annuitant's and second Annuitant's
                                              age will be reduced by one
                                              additional year for Annuity
                                              commencement dates occurring in
                                              each succeeding decade.

                                              The Annuity purchase rates for
                                              options 3 and 4 are based on
                                              mortality from 1983 Table a.

                                       26
<PAGE>

4.02  Terms of Annuity                    (e) Assumed Annual Net Return Rate is
      Options (Cont'd):                       the interest rate used to
                                              determine the amount of the first
                                              Annuity payment under Variable
                                              Annuity as shown on Contract
                                              Schedule II. The Separate Account
                                              must earn this rate plus enough to
                                              cover the mortality and expense
                                              risks charges (which may include
                                              profit) and administrative charges
                                              if future Variable Annuity
                                              Payments are to remain level. (see
                                              Annuity return factor under
                                              Variable Annuity Assumed Annual
                                              Net Return Rate on Contract
                                              Schedule II).

                                          (f) Once elected, Annuity payments
                                              cannot be commuted to a lump sum
                                              except for Variable Annuity
                                              payments under option 2 (see
                                              4.07). The life expectancy of the
                                              Annuitant and second Annuitant
                                              shall be irrevocable upon the
                                              election of an Annuity option.

4.03  Death of Annuitant/                 (a) Certificate Holder is Annuitant:
      Beneficiary:                            When the Certificate Holder is the
                                              Annuitant and the Annuitant dies
                                              under option 2 or 3, or both the
                                              Annuitant and the second Annuitant
                                              die under option 4(d), the present
                                               value of any remaining guaranteed
                                              payments will be paid in one sum
                                              to the Beneficiary, or upon
                                              election by the Beneficiary, any
                                              remaining payments will continue
                                              to the Beneficiary. If option 4
                                              has been elected and the
                                              Certificate Holder dies, the
                                              remaining payments will continue
                                              to the successor payee. If no
                                              successor payee has been
                                              designated, the Beneficiary will
                                              be treated as the successor payee.

                                          (b) Certificate Holder is Not
                                              Annuitant: When the Certificate
                                              Holder is not the Annuitant and
                                              the Certificate Holder dies, the
                                              remaining payments under options
                                              2, 3 or 4 will continue to the
                                              successor payee. If no successor
                                              payee has been designated, the
                                              Beneficiary will be treated as the
                                              successor payee.

                                              If the Annuitant dies under option
                                              2 or 3, or if both the Annuitant
                                              and the second Annuitant die under
                                              option 4(d), the present value of
                                              any remaining guaranteed payments
                                              will be paid in one sum to the
                                              Beneficiary, or upon the election
                                              by the Beneficiary any remaining
                                              payments will continue to the
                                              Beneficiary. If option 4 has been
                                              elected, and the Annuitant dies,
                                              the remaining payments will
                                              continue to the Certificate
                                              Holder.

                                          (c) No Beneficiary Named/Surviving: If
                                              there is no Beneficiary under
                                              option 2, 3 or 4, the present
                                              value of any remaining payments
                                              will be paid in one sum to the
                                              Certificate Holder, or if the
                                              Certificate Holder is not living,
                                              then to the Certificate Holder's
                                              estate.

                                       27
<PAGE>

4.03  Death of Annuitant/                 (d) If the Beneficiary designated
      Beneficiary (Cont'd):                   under option 1 dies, the amount
                                              held plus accrued interest will be
                                              paid in one sum to a successor
                                              Beneficiary, if any, named by the
                                              designated Beneficiary. If there
                                              is no successor Beneficiary, the
                                              lump sum will be paid to the
                                              designated Beneficiary's estate.

                                          (e) If the Beneficiary or the
                                              successor payee dies while
                                              receiving Annuity payments, the
                                              present value of any remaining
                                              guaranteed payments will be paid
                                              in one sum to the successor
                                              Beneficiary/payee, or upon
                                              election by the successor
                                              Beneficiary/payee, any remaining
                                              payments will continue to the
                                              successor Beneficiary/payee. If no
                                              successor Beneficiary/payee has
                                              been designated, the present value
                                              of any remaining guaranteed
                                              payments will be paid in one sum
                                              to the Beneficiary's/payee's
                                              estate.

                                          (f) The present value will be
                                              determined as of the Valuation
                                              Period in which proof of death
                                              acceptable to Aetna and a request
                                              for payment is received at Aetna's
                                              Home Office. The interest rate
                                              used to determine the first
                                              payment will be used to calculate
                                              the present value.

4.04  Fund(s) Annuity Units -             The number of each Fund's Annuity
      Separate Account:                   units is based on the amount of the
                                          first Variable Annuity payment which
                                          is equal to:

                                          (a) The portion of the Current Value
                                              applied to pay a Variable Annuity
                                              (minus any premium tax); divided
                                              by
                                          (b) 1,000; multiplied by (c) The
                                              payment rate for the option
                                              chosen.

                                          Such amount, or portion, of the
                                          variable payment will be divided by
                                          the appropriate Fund Annuity unit
                                          value (see 4.05) on the tenth
                                          Valuation Period before the due date
                                          of the first payment to determine the
                                          number of each Fund Annuity units. The
                                          number of each Fund Annuity units
                                          remains fixed. Each future payment is
                                          equal to the sum of the products of
                                          each Fund Annuity unit value
                                          multiplied by the appropriate number
                                          of units. The Fund(s) Annuity unit
                                          value on the tenth Valuation Period
                                          prior to the due date of the payment
                                          is used.

4.05  Fund(s) Annuity Unit                For any Valuation Period, a Fund
      Value - Separate                    Annuity Unit Value is equal to:
      Account:                            (a) The value for the previous Period;
                                              multiplied by
                                          (b) The Annuity net return factor(s)
                                              (see 4.06 below) for the Period
                                              multiplied by
                                          (c) A factor to reflect the assumed
                                              annual net return rate (see
                                              Contract Schedule II).

                                       28
<PAGE>

4.05  Fund(s) Annuity Unit                The dollar value of a Fund Annuity
      Value - Separate                    unit values and Annuity payments may
      Account (Cont'd):                   go up or down due to investment gain
                                          or loss.

4.06  Annuity Net Return                  The Annuity net return factor(s) are
      Factor(s) -- Separate               used to compute all Separate Account
      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)
                                              record units and Fund(s) Annuity
                                              units of the Separate Account at
                                              the start of the Valuation Period;
                                              minus
                                          (e) A daily charge for Annuity
                                              mortality and expense risks, which
                                              may include profit, and a daily
                                              administrative charge (at the
                                              annual rate as shown on Contract
                                              Schedule II).

                                          A Net Return Rate may be more or less
                                          than 0%.

                                          The value of a share of the Fund is
                                          equal to the net assets of the Fund
                                          divided by the number of shares
                                          outstanding.

                                          Payments shall not be changed due to
                                          changes in the mortality or expense
                                          results or administrative charges.

4.07  Annuity Options:                    Option 1 -- Payment of Interest on Sum
                                          Left with Aetna -- This option may be
                                          used only by the Beneficiary when the
                                          Certificate Holder dies before Aetna
                                          has started paying an Annuity. A
                                          portion or all of the sum paid upon
                                          death may be held under this option
                                          and will be held in the General
                                          Account of Aetna at interest
                                          (see 4.01). The Beneficiary may later
                                          tell Aetna to:

                                          (a) Pay a portion or all of the sum
                                              held by Aetna; or
                                          (b) Apply a portion or all of the sum
                                              held by Aetna to any Annuity
                                              option below.

                                       29
<PAGE>

4.07  Annuity Options                     If the nonspouse Beneficiary elects
      (Cont'd):                           this option, the Beneficiary must tell
                                          Aetna to pay the full sum held under
                                          this option within 5 years of the date
                                          of death.

                                          Option 2 - Payments for a Stated
                                          Period of Time -- An Annuity will be
                                          paid for the number of years chosen.
                                          The number of years must be at least 5
                                          and not more than 30.

                                          If payments for this option are made
                                          under a Variable Annuity, the present
                                          value of any remaining payments may be
                                          withdrawn at any time. If a
                                          withdrawal is requested within 3
                                          years after the start of payments, it
                                          will be treated as a surrender and any
                                          applicable Surrender Fee will be
                                          applied (see 3.14).

                                          If a nonspouse Beneficiary elects this
                                          option at the death of the Certificate
                                          Holder, the period selected may not
                                          extend beyond the Beneficiary's life
                                          expectancy.

                                          Option 3 -- Life Income -- An Annuity
                                          will be paid for the life of the
                                          Annuitant. If also chosen, Aetna will
                                          guarantee payments for 60, 120, 180,
                                          or 240 months.

                                          Option 4 -- Life Income Based upon the
                                          Lives of Two Annuitants -- An Annuity
                                          will be paid during the lives of the
                                          Annuitant and a second Annuitant.
                                          Payments will continue until both
                                          Annuitants have died. When this option
                                          is chosen, a choice must be made of:

                                          (a) 100% of the payment to continue
                                              after the first death;
                                          (b) 66-2/3% of the payment to continue
                                              after the first death;
                                          (c) 50% of the payment to continue
                                              after the first death;
                                          (d) Payments for a minimum of 120
                                              months with 100% of the payment to
                                              continue after the first death; or
                                          (e) 100% of the payment to continue at
                                              the death of the second Annuitant
                                              and 50% of the payment to continue
                                              at the death of the first
                                              Annuitant.

                                          Other Options -- Aetna may make other
                                          options available as allowed by the
                                          laws of the state in which the
                                          Contract and this Certificate is
                                          delivered.



                                    30
<PAGE>

                                    OPTION 2

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%


- ---------------------------------------------------------------------
         Guaranteed     Monthly    Quarterly    Semi-Annual    Annual
Years       Rate        Payment     Payment      Payment      Payment
- ---------------------------------------------------------------------

  3        3.00%        $28.99       $86.76      $172.88      $343.23
  4        3.00%         22.06        66.02       131.56       261.19
  5        3.00%         17.91        53.59       106.78       211.99
  6        3.00%         15.14        45.30        90.27       179.22
  7        3.00%         13.16        39.39        78.49       155.83
  8        3.00%         11.68        34.96        69.66       138.31
  9        3.00%         10.53        31.52        62.81       124.69
  10       3.00%          9.61        28.77        57.33       113.82
  11       3.00%          8.86        26.52        52.85       104.93
  12       3.00%          8.24        24.65        49.13        97.54
  13       3.00%          7.71        23.08        45.98        91.29
  14       3.00%          7.26        21.73        43.29        85.95
  15       3.00%          6.87        20.56        40.96        81.33
  16       3.00%          6.53        19.54        38.93        77.29
  17       3.00%          6.23        18.64        37.14        73.74
  18       3.00%          5.96        17.84        35.56        70.59
  19       3.00%          5.73        17.13        34.14        67.78
  20       3.00%          5.51        16.50        32.87        65.26
  21       3.00%          5.32        15.92        31.72        62.98
  22       3.00%          5.15        15.40        30.68        60.92
  23       3.00%          4.99        14.92        29.74        59.04
  24       3.00%          4.84        14.49        28.88        57.33
  25       3.00%          4.71        14.09        28.08        55.76
  26       3.00%          4.59        13.73        27.36        54.31
  27       3.00%          4.47        13.39        26.68        52.97
  28       3.00%          4.37        13.08        26.06        51.74
  29       3.00%          4.27        12.79        25.49        50.60
  30       3.00%          4.18        12.52        24.95        49.53
- ---------------------------------------------------------------------

                                       31
<PAGE>

                                    OPTION 3

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge For Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

                Payments Guaranteed for a Stated Period of Months

- -----------------------------------------------------------------
    Adjusted
     Age of
    Annuitant        None       60       120       180      240
- -----------------------------------------------------------------

       50          $ 4.05    $ 4.05    $ 4.03    $ 3.99   $ 3.93
       51            4.12      4.11      4.09      4.05     3.99
       52            4.19      4.19      4.16      4.11     4.04
       53            4.27      4.26      4.23      4.18     4.10
       54            4.35      4.34      4.31      4.25     4.16

       55            4.44      4.42      4.39      4.32     4.22
       56            4.53      4.51      4.47      4.40     4.29
       57            4.62      4.61      4.56      4.48     4.35
       58            4.72      4.71      4.65      4.56     4.42
       59            4.83      4.81      4.75      4.64     4.49

       60            4.95      4.93      4.86      4.73     4.55
       61            5.07      5.05      4.97      4.83     4.62
       62            5.20      5.17      5.08      4.92     4.69
       63            5.34      5.31      5.20      5.02     4.76
       64            5.49      5.45      5.33      5.12     4.83

       65            5.65      5.61      5.47      5.22     4.89
       66            5.82      5.77      5.61      5.33     4.96
       67            6.01      5.94      5.75      5.44     5.02
       68            6.20      6.13      5.91      5.54     5.08
       69            6.41      6.33      6.07      5.65     5.14

       70            6.64      6.54      6.23      5.76     5.19
       71            6.88      6.76      6.41      5.86     5.24
       72            7.14      7.00      6.59      5.97     5.28
       73            7.43      7.26      6.77      6.06     5.32
       74            7.73      7.53      6.96      6.16     5.35

       75            8.06      7.82      7.14      6.25     5.38
- -----------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       32
<PAGE>

                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

- --------------------------------------------------------------------------------
   Adjusted Ages
- --------------------
            Second
Annuitant  Annuitant  Option 4a    Option 4b   Option 4c   Option 4d   Option 4e
- --------------------------------------------------------------------------------

   55         50      $  3.69     $  4.05      $  4.27     $  3.69     $  4.03
   55         55         3.88        4.25         4.47        3.87        4.14
   55         60         3.99        4.44         4.71        3.98        4.42

   60         55         3.99        4.44         4.71        3.98        4.42
   60         60         4.24        4.71         4.99        4.23        4.57
   60         65         4.38        4.97         5.32        4.38        4.93

   65         60         4.38        4.97         5.32        4.38        4.93
   65         65         4.72        5.33         5.70        4.71        5.14
   65         70         4.93        5.68         6.15        4.91        5.66

   70         65         4.93        5.68         6.15        4.91        5.66
   70         70         5.40        6.21         6.70        5.36        5.96
   70         75         5.69        6.68         7.32        5.62        6.67

   75         70         5.69        6.68         7.32        5.62        6.67
   75         75         6.37        7.45         8.15        6.23        7.12
   75         80         6.78        8.11         8.99        6.54        8.13
- --------------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       33
<PAGE>

                                    OPTION 2

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- --------------------------------------------------------------------------
        Guaranteed    Monthly     Quarterly      Semi-Annual      Annual
Years      Rate       Payment      Payment        Payment        Payment
- --------------------------------------------------------------------------

  3       3.50%      $  29.19    $  87.33      $  173.91       $  344.86
  4       3.50%         22.27       66.61         132.65          263.04
  5       3.50%         18.12       54.19         107.92          213.99
  6       3.50%         15.35       45.92          91.44          181.32
  7       3.50%         13.38       40.01          79.69          158.01
  8       3.50%         11.90       35.59          70.88          140.56
  9       3.50%         10.75       32.16          64.05          127.00
  10      3.50%          9.83       29.42          58.59          116.18
  11      3.50%          9.09       27.18          54.13          107.34
  12      3.50%          8.46       25.32          50.42           99.98
  13      3.50%          7.94       23.75          47.29           93.78
  14      3.50%          7.49       22.40          44.62           88.47
  15      3.50%          7.10       21.24          42.31           83.89
  16      3.50%          6.76       20.23          40.29           79.89
  17      3.50%          6.47       19.34          38.51           76.37
  18      3.50%          6.20       18.55          36.94           73.25
  19      3.50%          5.97       17.85          35.54           70.47
  20      3.50%          5.75       17.22          34.28           67.98
  21      3.50%          5.56       16.65          33.15           65.74
  22      3.50%          5.39       16.13          32.13           63.70
  23      3.50%          5.24       15.66          31.19           61.85
  24      3.50%          5.09       15.24          30.34           60.17
  25      3.50%          4.96       14.85          29.56           58.62
  26      3.50%          4.84       14.49          28.85           57.20
  27      3.50%          4.73       14.15          28.19           55.90
  28      3.50%          4.63       13.85          27.58           54.69
  29      3.50%          4.53       13.57          27.02           53.57
  30      3.50%          4.45       13.30          26.49           52.53
- --------------------------------------------------------------------------


                                       34
<PAGE>

                                    OPTION 2

                      Payments for a Stated Period of Time

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- ---------------------------------------------------------------------------
         Guaranteed    Monthly      Quarterly      Semi-Annual     Annual
Years       Rate       Payment       Payment        Payment       Payment
- ---------------------------------------------------------------------------

  3        5.00%      $  29.80     $  89.04      $  176.99       $  349.72
  4        5.00%         22.89        68.38         135.93          268.58
  5        5.00%         18.74        56.00         111.33          219.98
  6        5.00%         15.99        47.77          94.96          187.64
  7        5.00%         14.02        41.90          83.30          164.59
  8        5.00%         12.56        37.52          74.58          147.35
  9        5.00%         11.42        34.11          67.81          133.99
  10       5.00%         10.51        31.40          62.42          123.34
  11       5.00%          9.77        29.19          58.03          114.66
  12       5.00%          9.16        27.36          54.38          107.45
  13       5.00%          8.64        25.81          51.31          101.39
  14       5.00%          8.20        24.50          48.69           96.21
  15       5.00%          7.82        23.36          46.44           91.75
  16       5.00%          7.49        22.37          44.47           87.88
  17       5.00%          7.20        21.51          42.75           84.48
  18       5.00%          6.94        20.74          41.23           81.47
  19       5.00%          6.71        20.06          39.88           78.80
  20       5.00%          6.51        19.46          38.68           76.42
  21       5.00%          6.33        18.91          37.59           74.28
  22       5.00%          6.17        18.42          36.62           72.35
  23       5.00%          6.02        17.98          35.73           70.61
  24       5.00%          5.88        17.57          34.93           69.02
  25       5.00%          5.76        17.20          34.20           67.57
  26       5.00%          5.65        16.87          33.53           66.25
  27       5.00%          5.54        16.56          32.92           65.04
  28       5.00%          5.45        16.28          32.35           63.93
  29       5.00%          5.36        16.01          31.83           62.90
  30       5.00%          5.28        15.77          31.35           61.95
- ---------------------------------------------------------------------------


                                       35
<PAGE>

                                    OPTION 3

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

                Payments Guaranteed for a Stated Period of Months

- -----------------------------------------------------------------------
    Adjusted
     Age of
    Annuitant         None       60         120        180        240
- -----------------------------------------------------------------------

       50           $ 4.34     $ 4.34     $ 4.31     $ 4.27     $ 4.22
       51             4.41       4.40       4.38       4.33       4.27
       52             4.48       4.47       4.45       4.40       4.32
       53             4.56       4.55       4.52       4.46       4.38
       54             4.64       4.63       4.59       4.53       4.44

       55             4.72       4.71       4.67       4.60       4.50
       56             4.81       4.80       4.75       4.67       4.56
       57             4.91       4.89       4.84       4.75       4.62
       58             5.01       4.99       4.93       4.83       4.69
       59             5.12       5.10       5.03       4.92       4.75

       60             5.23       5.21       5.13       5.00       4.82
       61             5.36       5.33       5.24       5.09       4.88
       62             5.49       5.45       5.35       5.19       4.95
       63             5.63       5.59       5.47       5.28       5.02
       64             5.78       5.73       5.60       5.38       5.08

       65             5.94       5.89       5.73       5.48       5.15
       66             6.11       6.05       5.87       5.58       5.21
       67             6.29       6.22       6.02       5.69       5.27
       68             6.49       6.41       6.17       5.79       5.33
       69             6.70       6.60       6.33       5.90       5.38

       70             6.92       6.81       6.49       6.00       5.43
       71             7.17       7.04       6.66       6.10       5.48
       72             7.43       7.27       6.84       6.20       5.52
       73             7.71       7.53       7.02       6.30       5.55
       74             8.02       7.80       7.20       6.39       5.59

       75             8.35       8.08       7.38       6.48       5.62
- -----------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       36
<PAGE>

                                    OPTION 3

                                   Life Income

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

                Payments Guaranteed for a Stated Period of Months

- ---------------------------------------------------------------------------
    Adjusted
     Age of
    Annuitant         None        60         120        180          240
- ---------------------------------------------------------------------------

       50           $ 5.26      $ 5.25     $ 5.22     $ 5.17       $ 5.11
       51             5.33        5.32       5.28       5.23         5.15
       52             5.40        5.38       5.34       5.29         5.20
       53             5.47        5.45       5.41       5.35         5.26
       54             5.54        5.53       5.48       5.41         5.31

       55             5.63        5.61       5.56       5.47         5.36
       56             5.71        5.69       5.63       5.54         5.42
       57             5.80        5.78       5.72       5.61         5.47
       58             5.90        5.88       5.81       5.69         5.53
       59             6.01        5.98       5.90       5.77         5.59

       60             6.12        6.09       6.00       5.85         5.65
       61             6.24        6.21       6.10       6.93         5.71
       62             6.37        6.33       6.21       6.02         5.77
       63             6.51        6.46       6.33       6.11         5.83
       64             6.66        6.60       6.45       6.20         5.89

       65             6.82        6.75       6.57       6.30         5.95
       66             6.99        6.91       6.71       6.39         6.01
       67             7.17        7.08       6.85       6.49         6.06
       68             7.36        7.27       6.99       6.59         6.12
       69             7.57        7.46       7.15       6.69         6.17

       70             7.80        7.67       7.30       6.78         6.21
       71             8.05        7.89       7.47       6.88         6.25
       72             8.31        8.13       7.64       6.97         6.29
       73             8.59        8.38       7.81       7.06         6.33
       74             8.90        8.64       7.99       7.15         6.36

       75             9.23        8.93       8.16       7.23         6.38
- ---------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       37
<PAGE>


                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

- --------------------------------------------------------------------------------
     Adjusted Ages
- -----------------------
              Second
Annuitant    Annuitant   Option 4a  Option 4b  Option 4c  Option 4d  Option 4e
- ------------------------------------------------------------------------------

   55            50       $  3.97   $  4.35    $  4.56     $  3.97    $  4.31
   55            55          4.16      4.54       4.76        4.15       4.42
   55            60          4.27      4.73       5.00        4.26       4.48

   60            55          4.27      4.73       5.00        4.26       4.70
   60            60          4.51      4.99       5.27        4.50       4.84
   60            65          4.66      5.25       5.61        4.65       4.93

   65            60          4.66      5.25       5.61        4.65       5.22
   65            65          4.99      5.61       5.99        4.98       5.42
   65            70          5.19      5.97       6.44        5.17       5.54

   70            65          5.19      5.97       6.44        5.17       5.93
   70            70          5.67      6.49       6.99        5.62       6.23
   70            75          5.95      6.96       7.61        5.87       6.40

   75            70          5.95      6.96       7.61        5.87       6.95
   75            75          6.64      7.73       8.43        6.48       7.40
   75            80          7.04      8.39       9.29        6.79       7.64
- ------------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       38
<PAGE>

                                    OPTION 4

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

- --------------------------------------------------------------------------------
         Adjusted Ages
- --------------------------------
            Second
Annuitant  Annuitant   Option 4a   Option 4b   Option 4c   Option 4d   Option 4e
- --------------------------------------------------------------------------------

   55          50       $  4.88    $  5.26     $  5.48      $  4.88     $  5.23
   55          55          5.04       5.44        5.66         5.04        5.32
   55          60          5.15       5.63        5.91         5.14        5.38

   60          55          5.15       5.63        5.91         5.14        5.59
   60          60          5.37       5.87        6.16         5.37        5.72
   60          65          5.52       6.14        6.51         5.51        5.80

   65          60          5.52       6.14        6.51         5.51        6.10
   65          65          5.83       6.49        6.87         5.82        6.29
   65          70          6.04       6.84        7.34         6.00        6.41

   70          65          6.04       6.84        7.34         6.00        6.81
   70          70          6.49       7.35        7.87         6.44        7.08
   70          75          6.77       7.84        8.51         6.68        7.25

   75          70          6.77       7.84        8.51         6.68        7.81
   75          75          7.45       8.60        9.33         7.27        8.25
   75          80          7.86       9.28       10.20         7.57        8.49
- --------------------------------------------------------------------------------

 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.


                                       39
<PAGE>







- --------------------------------------------------------------------------------



                    Aetna Life Insurance and Annuity Company
                       Home Office: 151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 (800) 525-4225

                      Certificate of Group Annuity Coverage



- --------------------------------------------------------------------------------






ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS CERTIFICATE CONTAINS A MARKET VALUE ADJUSTMENT
FORMULA. APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN
INCREASE OR DECREASE IN THE CURRENT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA
DOES NOT APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.




[Aetna letterhead]
[Aetna logo]
                                                151 Farmington Avenue
                                                Hartford, CT  06156



                                                Julie E. Rockmore
                                                Counsel
                                                Law Division, RE4A
April 17, 1998                                  Investments & Financial Services
                                                (860) 273-4686
                                                Fax:  (860) 273-8340

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

Re:    Aetna Life Insurance and Annuity Company and its Variable Annuity
       Account B
       Post-Effective Amendment No. 35 to Registration Statement on Form N-4
       Prospectus Title:  Aetna Marathon Plus - Group and Individual Deferred
       Variable Annuity Contracts
       File Nos.  33-34370* and 811-2512

Dear Sir or Madam:

The undersigned serves as counsel to Aetna Life Insurance and Annuity Company, a
Connecticut life insurance company (the "Company"). It is my understanding that
the Company, as depositor, has registered an indefinite amount of securities
(the "Securities") under the Securities Act of 1933 (the "Securities Act") as
provided in Rule 24f-2 under the Investment Company Act of 1940 (the "Investment
Company Act").

In connection with this opinion, I have reviewed the N-4 Registration Statement,
as amended to the date hereof, and this Post-Effective Amendment No. 35. I have
also examined originals or copies, certified or otherwise identified to my
satisfaction, of such documents, trust records and other instruments I have
deemed necessary or appropriate for the purpose of rendering this opinion. For
purposes of such examination, I have assumed the genuineness of all signatures
on original documents and the conformity to the original of all copies.

I am admitted to practice law in Connecticut, and do not purport to be an expert
on the laws of any other state. My opinion herein as to any other law is based
upon a limited inquiry thereof which I have deemed appropriate under the
circumstances.

- --------
* Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
  included a combined prospectus under this Registration Statement which
  includes all the information which would currently be required in a
  prospectus relating to the following earlier Registration Statement:
  33-87932.
<PAGE>

Based upon the foregoing, and, assuming the Securities are sold in accordance
with the provisions of the prospectus, I am of the opinion that the Securities
being registered will be legally issued and will represent binding obligations
of the Company.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

Sincerely,



/s/ Julie E. Rockmore
- -----------------------
Julie E. Rockmore


The Board of Directors of Aetna Life Insurance and Annuity Company and
Contractholders of Aetna Variable Annuity Account B:

We consent to the use of our reports dated February 3, 1998 and February 27,
1998 included in this Post-Effective Amendment No. 35 to Registration Statement
(No. 33-34370) on Form N-4 and to the references to our firm under the headings
"Condensed Financial Information" in the prospectuses and "Independent Auditors"
in the statement of additional information.


                                              /s/ KPMG Peat Marwick LLP

Hartford, Connecticut
April 17, 1998




              SCHEDULE FOR COMPUTATION OF TOTAL RETURN CALCULATIONS

TOTAL RETURN CALCULATION (STANDARDIZED)

The standardized rate represents fund performance for the most recent 1-year,
5-year and 10-year periods. The "1-year rate" represents fund performance for
the period January 1, 1997 through December 31, 1997; the "5-year rate" is for
the period January 1, 1993 through December 31, 1997; the "10-year rate" is for
the period January 1, 1988 through December 31, 1997. "Since inception" figures
assume the redemption on December 31, 1997 of values attributable to a $1,000
payment made on the date contributions were first received in the fund under the
separate account.

The formula used in the computation of the total return calculation is as
follows:

    Formula
        P(1 + T) (n)  = ERV

                  P   = a hypothetical initial payment of $1,000
                  T   = average annual total return
                  n   = number of years
                  ERV = ending redeemable value at the end of 1, 5, or
                        10 year periods (or a fractional portion thereof)
                        of a hypothetical $1,000 payment made at the
                        beginning of the 1, 5, or 10 year periods

The total returns reflect the deduction of all recurring charges during each
period (e.g., mortality and expense risk charges, maintenance fees,
administrative charges (if applicable) and deferred sales charges).

TOTAL RETURN CALCULATION (NON-STANDARDIZED)

The non-standardized rate represents fund performance for the most recent
1-year, 3-year, 5-year and 10-year periods. The "1-year rate" represents fund
performance for the period January 1, 1997 through December 31, 1997; the
"3-year rate" is for the period January 1, 1995 through December 31, 1997; the
"5-year rate" is for the period January 1, 1993 through December 31, 1997; and
the "10-year rate" is for the period January 1, 1988 through December 31, 1997.

The non-standardized figures will be calculated in a manner similar to the one
discussed above for the standardized figures, 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), and the "since inception" figures assume the redemption on
December 31, 1997 of values attributable to a $1,000 payment made on the
inception dates of the funds.

For an illustration of the Computation of the Total Return Quotations, both
Standardized and Non-Standardized, see attached.


<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                   Fund Name                                           Maintenance Fee              As of Date
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>                     <C>
Aetna Ascent VP                                                                              30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                                      30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP                                                                                30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                                          30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP                                                                   30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                              30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                                                30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                                              30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP                                                                        30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                       30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                                                   30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio                                                            30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                                                         30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                                                                30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio                                                           30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                                                              30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio                                                      30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                                         30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio                                                          30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                      30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                               30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                        30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                                 30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                       30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.                                                        30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                            30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                                                      30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
MFS World Governments Series                                                                 30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                                                           30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                                           30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                                                             30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                                              30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                           30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/PPI-MFS Emerging Equities                                           30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                             30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/PPI -MFS Research Growth                            30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                                30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT Growth/PPI-MFS Value Equity                                           30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                    30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/PPI-Scudder International Growth                     30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                                     30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Growth/PPI-T. Rowe Price Growth Equity                                        30                      12/31/97
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                       One Year           One Year          One Year       Five Year      Five Year       Five Year   Ten Year
    As of AUV         as of Date          as of AUV          w/ DSC        as of Date     as of AUV        w/ DSC     as of Date
- ---------------------------------------------------------------------------------------------------------------------------------
    <S>                <C>                <C>                <C>            <C>             <C>             <C>       <C>
    15.332631          12/31/96           12.970018          12.02%         08/31/95                                  08/31/95
- ---------------------------------------------------------------------------------------------------------------------------------
    18.652937          12/31/96           15.445102          14.60%         12/31/92        10.195532       12.42%    06/30/89
- ---------------------------------------------------------------------------------------------------------------------------------
    13.127847          12/31/96           12.293777           0.51%         12/31/92        10.073661        4.85%    12/31/87
- ---------------------------------------------------------------------------------------------------------------------------------
    14.376721          12/31/96           12.401562           9.72%         08/31/95                                  08/31/95
- ---------------------------------------------------------------------------------------------------------------------------------
    22.003523          12/31/96           17.180818          21.95%         12/31/92        10.449228       15.69%    12/31/87
- ---------------------------------------------------------------------------------------------------------------------------------
    13.157858          05/30/97                                             05/30/97                                  05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
    14.414086          12/31/96           10.918586          25.92%         10/31/96                                  10/31/96
- ---------------------------------------------------------------------------------------------------------------------------------
    13.26715           12/31/96           11.751041           6.67%         08/31/95                                  08/31/95
- ---------------------------------------------------------------------------------------------------------------------------------
    11.849943          12/31/96           11.394343          (2.29%)        12/31/92        10.047829        2.71%    12/31/87
- ---------------------------------------------------------------------------------------------------------------------------------
    13.638404          05/30/97                                             05/30/97                                  05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
    13.245833          05/30/97                                             05/30/97                                  05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
     9.976286          12/31/96            8.426156          12.21%         12/31/92         5.836772       10.86%    11/30/92
- ---------------------------------------------------------------------------------------------------------------------------------
    18.963413          12/31/96           15.012705          20.18%         12/30/94                                  12/30/94
- ---------------------------------------------------------------------------------------------------------------------------------
    19.156912          12/31/96           15.734234          15.59%         12/30/94                                  12/30/94
- ---------------------------------------------------------------------------------------------------------------------------------
    13.958907          12/31/96           12.031496           9.81%         06/30/95                                  06/30/95
- ---------------------------------------------------------------------------------------------------------------------------------
    13.68184           12/31/96           12.438771           3.74%         01/31/95                                  01/31/95
- ---------------------------------------------------------------------------------------------------------------------------------
    15.678741          12/31/96           13.179543          12.78%         01/31/95                                  01/31/95
- ---------------------------------------------------------------------------------------------------------------------------------
    17.06632           12/31/96           13.94256           16.24%         06/30/95                                  06/30/95
- ---------------------------------------------------------------------------------------------------------------------------------
    17.961355          12/31/96           13.727554          24.74%         06/30/95                                  06/30/95
- ---------------------------------------------------------------------------------------------------------------------------------
    15.417732          12/31/96           13.87894            4.85%         10/31/94                                  10/31/94
- ---------------------------------------------------------------------------------------------------------------------------------
    16.691735          12/31/96           13.864503          14.22%         01/31/95                                  01/31/95
- ---------------------------------------------------------------------------------------------------------------------------------
    14.319958          12/31/96           12.994995           3.95%         10/31/94                                  10/31/94
- ---------------------------------------------------------------------------------------------------------------------------------
    18.339901          12/31/96           15.153365          14.86%         07/29/94                                  07/29/94
- ---------------------------------------------------------------------------------------------------------------------------------
    18.910371          12/31/96           15.70061           14.27%         04/28/95                                  04/28/95
- ---------------------------------------------------------------------------------------------------------------------------------
     8.572064          12/31/96            9.829389         (19.20%)        07/29/94                                  07/29/94
- ---------------------------------------------------------------------------------------------------------------------------------
    13.793875          12/31/96           13.056374          (0.63%)        05/26/93                                  05/26/93
- ---------------------------------------------------------------------------------------------------------------------------------
    13.029956          12/31/96           10.89448           13.42%         05/31/96                                  05/31/96
- ---------------------------------------------------------------------------------------------------------------------------------
    10.207412          12/31/96           10.470592          (8.85%)        05/31/96                                  05/31/96
- ---------------------------------------------------------------------------------------------------------------------------------
    12.203557          05/30/97                                             05/30/97                                  05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
    11.538939          05/30/97                                             05/30/97                                  05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
    12.785298          05/30/97                                             05/30/97                                  05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
    10.764213          05/30/97                                             05/30/97                                  05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
    14.707274          11/28/97                                             11/28/97                                  11/28/97
- ---------------------------------------------------------------------------------------------------------------------------------
    14.707274          12/31/96           13.656006           1.43%         09/30/93                                  09/30/93
- ---------------------------------------------------------------------------------------------------------------------------------
    12.641051          11/28/97                                             11/28/97                                  11/28/97
- ---------------------------------------------------------------------------------------------------------------------------------
    12.641051          12/31/96           13.211476         (10.67%)        12/31/92        10.220014        3.73%    08/31/92
- ---------------------------------------------------------------------------------------------------------------------------------
    10.152061          11/28/97                                             11/28/97                                  11/28/97
- ---------------------------------------------------------------------------------------------------------------------------------
    10.152061          12/31/96            8.149264          18.43%         12/31/92         5.910992       10.97%    11/30/92
- ---------------------------------------------------------------------------------------------------------------------------------
     9.912244          11/28/97                                             11/28/97                                  11/28/97
- ---------------------------------------------------------------------------------------------------------------------------------
     9.912244          12/31/96            9.223832           1.20%         12/31/92         5.597697       11.67%    08/31/92
- ---------------------------------------------------------------------------------------------------------------------------------
    18.342977          11/28/97                                             11/28/97                                  11/28/97
- ---------------------------------------------------------------------------------------------------------------------------------
    18.342977          12/31/96           14.505789          20.32%         02/28/95                                  02/28/95
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                            Separate
   Ten Year    Ten Year     Inception         Inception        Inception    Account                         One Year      Three Year
   as of AUV    w/ DSC        Date               AUV            w/ DSC       Charge         Free Out           DSC           DSC
- ------------------------------------------------------------------------------------------------------------------------------------
  <S>           <C>         <C>               <C>                <C>           <C>         <C>                 <C>           <C>
                            08/31/95          10.112036          17.77%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            06/30/89           7.635956          11.05%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
   6.254743      7.68%                                                         140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            08/31/95          10.10305           14.47%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
   5.435129     14.99%                                                         140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            05/30/97          11.067831          10.54%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            10/31/96          10.440059          26.87%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            08/31/95           9.97621           11.06%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
   7.651098      4.45%                                                         140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            05/30/97          11.31339           12.09%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            05/30/97          10.974826          12.23%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            11/30/92           5.73602           11.06%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            12/30/94          10.00095           22.66%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            12/30/94          10.421875          21.36%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            06/30/95          10.007485          12.49%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            01/31/95           9.863898          10.41%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            01/31/95          10.035116          15.21%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            06/30/95          10.501518          19.87%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            06/30/95           9.987517          25.00%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            10/31/94          10.533284          11.50%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            01/31/95           9.999046          17.96%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            10/31/94           9.996697          10.71%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            07/29/94          10.033526          18.30%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            04/28/95           9.999069          25.63%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            07/29/94           9.94517           (6.09%)       140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            05/26/93           9.936907           6.64%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            05/31/96          10.027655          14.43%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            05/31/96          10.018389          (2.82%)       140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            05/30/97          11.121607           2.03%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            05/30/97          10.665977           0.59%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            05/30/97          10.782609          10.25%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            05/30/97          10.220422          (2.07%)       140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            11/28/97          14.894208          (8.19%)       140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            09/30/93           9.714719           9.49%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            11/28/97          12.891778          (8.83%)       140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            08/31/92           9.309769           5.37%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            11/28/97          10.00865           (5.69%)       140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            11/30/92           5.811138          11.16%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            11/28/97           9.791134          (5.87%)       140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            08/31/92           5.908484           9.75%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            11/28/97          17.978836          (5.14%)       140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                            02/28/95          10.049969          22.41%        140         0.100000001         7.00%         6.00%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ---------------------------------------------
 Five Year DSC   Ten Year DSC   Inception DSC
- ---------------------------------------------
     <S>            <C>             <C>
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           0.00%
- ---------------------------------------------
     4.00%          0.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           4.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
     4.00%          0.00%           5.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           5.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ----------------------------------------------
     4.00%          0.00%           4.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           4.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           4.00%
- ---------------------------------------------
     4.00%          0.00%           7.00%
- ---------------------------------------------
     4.00%          0.00%           6.00%
- ---------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                      Fund Name                                                    Maintenance Fee               As of Date
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>                      <C>
Aetna Ascent VP                                                                          30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                                  30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP                                                                            30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                                      30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP                                                               30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                          30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                                            30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                                          30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP                                                                    30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                   30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                                               30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio                                                        30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                                                     30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                                                            30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio                                                       30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                                                          30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio                                                  30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                                     30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio                                                      30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                  30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                           30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                    30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                             30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                   30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.                                                    30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                        30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                                                  30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
MFS World Governments Series                                                             30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                                                       30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                                       30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                                                         30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                                          30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                       30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/PPI-MFS Emerging Equities                                       30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                         30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/PPI -MFS Research Growth                        30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                            30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT Growth/PPI-MFS Value Equity                                       30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/PPI-Scudder International Growth                 30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                                 30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Alger American Growth/PPI-T. Rowe Price Growth Equity                                    30                       12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
                          One Year                One Year        One Year     Three Year      Three Year     Three Year
    As of AUV            as of Date              as of AUV        w/out DSC    as of Date      as of AUV      w/out DSC
- -----------------------------------------------------------------------------------------------------------------------------
    <S>                   <C>                     <C>               <C>         <C>             <C>             <C>
    15.332631             12/31/96                12.970018         18.20%
- -----------------------------------------------------------------------------------------------------------------------------
    18.652937             12/31/96                15.445102         20.75%      12/30/94        10.841212       19.81%
- -----------------------------------------------------------------------------------------------------------------------------
    13.127847             12/31/96                12.293777          6.77%      12/30/94        10.323201        8.32%
- -----------------------------------------------------------------------------------------------------------------------------
    14.376721             12/31/96                12.401562         15.91%
- -----------------------------------------------------------------------------------------------------------------------------
    22.003523             12/31/96                17.180818         28.05%      12/30/94        10.735782       27.01%
- -----------------------------------------------------------------------------------------------------------------------------
    13.157858             12/31/96                10.033073         31.13%
- -----------------------------------------------------------------------------------------------------------------------------
    14.414086             12/31/96                10.918586         32.00%
- -----------------------------------------------------------------------------------------------------------------------------
    13.26715              12/31/96                11.751041         12.88%
- -----------------------------------------------------------------------------------------------------------------------------
    11.849943             12/31/96                11.394343          3.98%      12/30/94        10.488699        4.13%
- -----------------------------------------------------------------------------------------------------------------------------
    13.638404             12/31/96                10.284789         32.59%
- -----------------------------------------------------------------------------------------------------------------------------
    13.245833             12/31/96                 9.639742         37.39%
- -----------------------------------------------------------------------------------------------------------------------------
     9.976286             12/31/96                 8.426156         18.38%      12/30/94         5.930471       18.91%
- -----------------------------------------------------------------------------------------------------------------------------
    18.963413             12/31/96                15.012705         26.30%      12/30/94        10.00095        23.75%
- -----------------------------------------------------------------------------------------------------------------------------
    19.156912             12/31/96                15.734234         21.73%      12/30/94        10.421875       22.48%
- -----------------------------------------------------------------------------------------------------------------------------
    13.958907             12/31/96                12.031496         16.00%      12/30/94         8.989752       15.78%
- -----------------------------------------------------------------------------------------------------------------------------
    13.68184              12/31/96                12.438771          9.98%      12/30/94        10.303726        9.89%
- -----------------------------------------------------------------------------------------------------------------------------
    15.678741             12/31/96                13.179543         18.94%      12/30/94        10.113563       15.72%
- -----------------------------------------------------------------------------------------------------------------------------
    17.06632              12/31/96                13.94256          22.39%
- -----------------------------------------------------------------------------------------------------------------------------
    17.961355             12/31/96                13.727554         30.82%      12/30/94         8.378737       28.92%
- -----------------------------------------------------------------------------------------------------------------------------
    15.417732             12/31/96                13.87894          11.07%      12/30/94        10.373155       14.10%
- -----------------------------------------------------------------------------------------------------------------------------
    16.691735             12/31/96                13.864503         20.37%      12/30/94         9.835531       19.26%
- -----------------------------------------------------------------------------------------------------------------------------
    14.319958             12/31/96                12.994995         10.18%      12/30/94         9.882568       13.14%
- -----------------------------------------------------------------------------------------------------------------------------
    18.339901             12/31/96                15.153365         21.01%      12/30/94        10.107619       21.95%
- -----------------------------------------------------------------------------------------------------------------------------
    18.910371             12/31/96                15.70061          20.43%      12/30/94         9.825317       24.37%
- -----------------------------------------------------------------------------------------------------------------------------
     8.572064             12/31/96                 9.829389        (12.81%)     12/30/94         9.794269       (4.36%)
- -----------------------------------------------------------------------------------------------------------------------------
    13.793875             12/31/96                13.056374          5.63%      12/30/94         9.055683       15.04%
- -----------------------------------------------------------------------------------------------------------------------------
    13.029956             12/31/96                10.89448          19.58%
- -----------------------------------------------------------------------------------------------------------------------------
    10.207412             12/31/96                10.470592         (2.53%)     12/30/94         9.051104        4.07%
- -----------------------------------------------------------------------------------------------------------------------------
    12.203557             12/31/96                11.08312          10.09%      12/30/94         7.155756       19.46%
- -----------------------------------------------------------------------------------------------------------------------------
    11.538939             12/31/96                 9.559142         20.69%      12/30/94         8.164565       12.20%
- -----------------------------------------------------------------------------------------------------------------------------
    12.785298             12/31/96                 9.787799         30.61%
- -----------------------------------------------------------------------------------------------------------------------------
    10.764213             12/31/96                10.042736          7.17%      12/30/94         7.992699       10.41%
- -----------------------------------------------------------------------------------------------------------------------------
    14.707274             11/26/97                                              11/26/97
- -----------------------------------------------------------------------------------------------------------------------------
    14.707274             12/31/96                13.656006          7.68%      12/30/94         9.341557       16.31%
- -----------------------------------------------------------------------------------------------------------------------------
    12.641051             11/26/97                                              11/26/97
- -----------------------------------------------------------------------------------------------------------------------------
    12.641051             12/31/96                13.211476         (4.34%)     12/30/94        10.833061        5.26%
- -----------------------------------------------------------------------------------------------------------------------------
    10.152061             11/26/97                                              11/26/97
- -----------------------------------------------------------------------------------------------------------------------------
    10.152061             12/31/96                 8.149264         24.56%      12/30/94         5.83085        20.28%
- -----------------------------------------------------------------------------------------------------------------------------
     9.912244             11/26/97                                              11/26/97
- -----------------------------------------------------------------------------------------------------------------------------
     9.912244             12/31/96                 9.223832          7.44%      12/30/94         7.439523       10.02%
- -----------------------------------------------------------------------------------------------------------------------------
    18.342977             11/26/97                                              11/26/97
- -----------------------------------------------------------------------------------------------------------------------------
    18.342977             12/31/96                14.505789         26.43%      12/31/94         9.651037       23.85%
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
  Five Year       Five Year   Ten Year          Ten Year             Ten Year     Inception            Inception      Inception
  as of AUV       w/out DSC   as of Date       as of AUV            w/out DSC        Date                 AUV          w/out DSC
- ----------------------------------------------------------------------------------------------------------------------------------
  <S>               <C>       <C>                <C>                  <C>          <C>                  <C>             <C>
                              07/04/95                                             07/05/95             9.703259        20.15%
- ----------------------------------------------------------------------------------------------------------------------------------
  10.195532         12.82%    04/03/89                                             04/03/89             7.518949        10.93%
- ----------------------------------------------------------------------------------------------------------------------------------
  10.073661          5.42%    12/31/87           6.254743              7.68%
- ----------------------------------------------------------------------------------------------------------------------------------
                              07/04/95                                             07/05/95             9.752348        16.84%
- ----------------------------------------------------------------------------------------------------------------------------------
  10.449228         16.04%    12/31/87           5.435129             14.99%
- ----------------------------------------------------------------------------------------------------------------------------------
                              12/12/96                                             12/13/96             9.899466        31.13%
- ----------------------------------------------------------------------------------------------------------------------------------
                              09/15/96                                             09/16/96            10.000313        32.76%
- ----------------------------------------------------------------------------------------------------------------------------------
                              07/04/95                                             07/05/95             9.705906        13.35%
- ----------------------------------------------------------------------------------------------------------------------------------
  10.047829          3.34%    12/31/87           7.651098              4.45%
- ----------------------------------------------------------------------------------------------------------------------------------
                              12/26/96                                             12/27/96            10.220423        33.01%
- ----------------------------------------------------------------------------------------------------------------------------------
                              12/12/96                                             12/13/96             9.443427        38.04%
- ----------------------------------------------------------------------------------------------------------------------------------
   5.836772         11.30%    12/31/87           3.561818             10.83%
- ----------------------------------------------------------------------------------------------------------------------------------
   8.119838         18.47%    12/31/87           4.64659              15.08%
- ----------------------------------------------------------------------------------------------------------------------------------
   8.98055          16.34%    12/31/87           4.512445             15.54%
- ----------------------------------------------------------------------------------------------------------------------------------
   7.807175         12.30%    12/31/87           4.813354             11.22%
- ----------------------------------------------------------------------------------------------------------------------------------
   7.58338          12.51%    12/31/87           6.282154              8.08%
- ----------------------------------------------------------------------------------------------------------------------------------
   9.136495         11.39%    09/06/89                                             09/06/89             6.498917        11.15%
- ----------------------------------------------------------------------------------------------------------------------------------
                              01/03/95                                             01/03/95             8.46433         26.39%
- ----------------------------------------------------------------------------------------------------------------------------------
   7.771991         18.22%    08/27/92                                             08/27/92             7.346378        18.19%
- ----------------------------------------------------------------------------------------------------------------------------------
                              09/13/93                                             09/13/93             7.691564        17.54%
- ----------------------------------------------------------------------------------------------------------------------------------
                              09/13/93                                             09/13/93             9.265213        14.66%
- ----------------------------------------------------------------------------------------------------------------------------------
                              09/13/93                                             09/13/93            10.086038         8.48%
- ----------------------------------------------------------------------------------------------------------------------------------
                              09/13/93                                             09/13/93             9.67814         16.01%
- ----------------------------------------------------------------------------------------------------------------------------------
                              09/13/93                                             09/13/93             8.273505        21.19%
- ----------------------------------------------------------------------------------------------------------------------------------
                              03/30/94                                             03/30/94             9.824706        (3.59%)
- ----------------------------------------------------------------------------------------------------------------------------------
   8.875999          9.20%    10/14/91                                             10/14/91             8.543907         7.99%
- ----------------------------------------------------------------------------------------------------------------------------------
                              01/03/95                                             01/03/95             7.692372        19.24%
- ----------------------------------------------------------------------------------------------------------------------------------
                              06/14/94                                             06/14/94             9.049518         3.43%
- ----------------------------------------------------------------------------------------------------------------------------------
   6.255692         14.28%    12/31/87           3.158544             14.45%
- ----------------------------------------------------------------------------------------------------------------------------------
   5.229659         17.13%    11/12/90                                             11/12/90             5.589732        10.67%
- ----------------------------------------------------------------------------------------------------------------------------------
                              07/05/95                                             07/05/95             6.022462        35.28%
- ----------------------------------------------------------------------------------------------------------------------------------
                              05/03/93                                             05/03/93             8.156291         6.11%
- ----------------------------------------------------------------------------------------------------------------------------------
                              11/26/97                                             11/28/97            14.894208        (1.27%)
- ----------------------------------------------------------------------------------------------------------------------------------
   8.869783         10.62%    09/21/88                                             09/21/88             3.340306        17.31%
- ----------------------------------------------------------------------------------------------------------------------------------
                              11/26/97                                             11/28/97            12.891778        (1.96%)
- ----------------------------------------------------------------------------------------------------------------------------------
  10.220014          4.32%    12/31/87           6.304567              7.19%
- ----------------------------------------------------------------------------------------------------------------------------------
                              11/26/97                                             11/28/97            10.00865          1.41%
- ----------------------------------------------------------------------------------------------------------------------------------
   5.910992         11.41%    12/31/87           2.978655             13.03%
- ----------------------------------------------------------------------------------------------------------------------------------
                              11/26/97                                             11/28/97             9.791134         1.22%
- ----------------------------------------------------------------------------------------------------------------------------------
   5.597697         12.09%    12/31/87           3.742802             10.21%
- ----------------------------------------------------------------------------------------------------------------------------------
                              11/26/97                                             11/28/97            17.978836         2.01%
- ----------------------------------------------------------------------------------------------------------------------------------
   7.988416         18.07%    01/09/89                                             01/09/89             4.141044        18.02%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- -------------------------------------------
Separate Account Charge     Free Out
- -------------------------------------------
        <S>              <C>
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
        140              0.100000001
- -------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                Fund Name                                    Maintenance Fee   As of Date
- ----------------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>          <C>
Aetna Ascent VP                                                                    30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                            30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Aetna Bond VP                                                                      30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                                30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP                                                         30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                    30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                                      30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                                    30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP                                                              30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                             30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                                         30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio                                                  30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                                               30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                                                      30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio                                                 30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                                                    30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio                                            30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                               30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio                                                30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                            30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                     30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                              30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                       30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                             30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.                                              30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                  30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                                            30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
MFS World Governments Series                                                       30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                                                 30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                                 30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                                                   30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                                    30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                 30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/PPI-MFS Emerging Equities                                 30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                   30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/PPI -MFS Research Growth                  30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                      30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT Growth/PPI-MFS Value Equity                                 30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                          30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/PPI-Scudder International Growth           30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                           30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
Alger American Growth/PPI-T. Rowe Price Growth Equity                              30           12/31/97
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                 One Year          One Year            One Year      Five Year            Five Year      Five Year     Ten Year
  As of AUV     as of Date         as of AUV            w/ DSC      as of Date            as of AUV       w/ DSC       as of Date
- ---------------------------------------------------------------------------------------------------------------------------------
   <S>           <C>                <C>                  <C>          <C>                 <C>             <C>          <C>
   15.332631     12/31/96           12.970018            13.26%       08/31/95                                         08/31/95
- ---------------------------------------------------------------------------------------------------------------------------------
   18.652937     12/31/96           15.445102            15.84%       12/31/92            10.195532       12.64%       06/30/89
- ---------------------------------------------------------------------------------------------------------------------------------
   13.127847     12/31/96           12.293777             1.73%       12/31/92            10.073661        5.16%       12/31/87
- ---------------------------------------------------------------------------------------------------------------------------------
   14.376721     12/31/96           12.401562            10.95%       08/31/95                                         08/31/95
- ---------------------------------------------------------------------------------------------------------------------------------
   22.003523     12/31/96           17.180818            23.20%       12/31/92            10.449228       15.89%       12/31/87
- ---------------------------------------------------------------------------------------------------------------------------------
   13.157858     05/30/97                                             05/30/97                                         05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
   14.414086     12/31/96           10.918586            27.18%       10/31/96                                         10/31/96
- ---------------------------------------------------------------------------------------------------------------------------------
   13.26715      12/31/96           11.751041             7.90%       08/31/95                                         08/31/95
- ---------------------------------------------------------------------------------------------------------------------------------
   11.849943     12/31/96           11.394343            (1.09%)      12/31/92            10.047829        3.05%       12/31/87
- ---------------------------------------------------------------------------------------------------------------------------------
   13.638404     05/30/97                                             05/30/97                                         05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
   13.245833     05/30/97                                             05/30/97                                         05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
    9.976286     12/31/96            8.426156            13.44%       12/31/92             5.836772       11.10%       11/30/92
- ---------------------------------------------------------------------------------------------------------------------------------
   18.963413     12/31/96           15.012705            21.43%       12/30/94                                         12/30/94
- ---------------------------------------------------------------------------------------------------------------------------------
   19.156912     12/31/96           15.734234            16.83%       12/30/94                                         12/30/94
- ---------------------------------------------------------------------------------------------------------------------------------
   13.958907     12/31/96           12.031496            11.05%       06/30/95                                         06/30/95
- ---------------------------------------------------------------------------------------------------------------------------------
   13.68184      12/31/96           12.438771             4.96%       01/31/95                                         01/31/95
- ---------------------------------------------------------------------------------------------------------------------------------
   15.678741     12/31/96           13.179543            14.01%       01/31/95                                         01/31/95
- ---------------------------------------------------------------------------------------------------------------------------------
   17.06632      12/31/96           13.94256             17.49%       06/30/95                                         06/30/95
- ---------------------------------------------------------------------------------------------------------------------------------
   17.961355     12/31/96           13.727554            26.00%       06/30/95                                         06/30/95
- ---------------------------------------------------------------------------------------------------------------------------------
   15.417732     12/31/96           13.87894              6.07%       10/31/94                                         10/31/94
- ---------------------------------------------------------------------------------------------------------------------------------
   16.691735     12/31/96           13.864503            15.46%       01/31/95                                         01/31/95
- ---------------------------------------------------------------------------------------------------------------------------------
   14.319958     12/31/96           12.994995             5.17%       10/31/94                                         10/31/94
- ---------------------------------------------------------------------------------------------------------------------------------
   18.339901     12/31/96           15.153365            16.10%       07/29/94                                         07/29/94
- ---------------------------------------------------------------------------------------------------------------------------------
   18.910371     12/31/96           15.70061             15.51%       04/28/95                                         04/28/95
- ---------------------------------------------------------------------------------------------------------------------------------
    8.572064     12/31/96            9.829389           (18.03%)      07/29/94                                         07/29/94
- ---------------------------------------------------------------------------------------------------------------------------------
   13.793875     12/31/96           13.056374             0.58%       05/26/93                                         05/26/93
- ---------------------------------------------------------------------------------------------------------------------------------
   13.029956     12/31/96           10.89448             14.66%       05/31/96                                         05/31/96
- ---------------------------------------------------------------------------------------------------------------------------------
   10.207412     12/31/96           10.470592            (7.66%)      05/31/96                                         05/31/96
- ---------------------------------------------------------------------------------------------------------------------------------
   12.203557     05/30/97                                             05/30/97                                         05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
   11.538939     05/30/97                                             05/30/97                                         05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
   12.785298     05/30/97                                             05/30/97                                         05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
   10.764213     05/30/97                                             05/30/97                                         05/30/97
- ---------------------------------------------------------------------------------------------------------------------------------
   14.707274     11/28/97                                             11/28/97                                         11/28/97
- ---------------------------------------------------------------------------------------------------------------------------------
   14.707274     12/31/96           13.656006             2.65%       09/30/93                                         09/30/93
- ---------------------------------------------------------------------------------------------------------------------------------
   12.641051     11/28/97                                             11/28/97                                         11/28/97
- ---------------------------------------------------------------------------------------------------------------------------------
   12.641051     12/31/96           13.211476            (9.48%)      12/31/92            10.220014        4.05%       08/31/92
- ---------------------------------------------------------------------------------------------------------------------------------
   10.152061     11/28/97                                             11/28/97                                         11/28/97
- ---------------------------------------------------------------------------------------------------------------------------------
   10.152061     12/31/96            8.149264            19.68%       12/31/92             5.910992       11.21%       11/30/92
- ---------------------------------------------------------------------------------------------------------------------------------
    9.912244     11/28/97                                             11/28/97                                         11/28/97
- ---------------------------------------------------------------------------------------------------------------------------------
    9.912244     12/31/96            9.223832             2.41%       12/31/92             5.597697       11.90%       08/31/92
- ---------------------------------------------------------------------------------------------------------------------------------
   18.342977     11/28/97                                             11/28/97                                         11/28/97
- ---------------------------------------------------------------------------------------------------------------------------------
   18.342977     12/31/96           14.505789            21.57%       02/28/95                                         02/28/95
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                               Separate
 Ten Year           Ten Year    Inception          Inception      Inception    Account                       One Year     Three Year
 as of AUV           w/ DSC       Date                AUV           w/ DSC     Charge        Free Out          DSC           DSC
- ------------------------------------------------------------------------------------------------------------------------------------
 <S>                <C>         <C>                <C>              <C>          <C>        <C>                <C>            <C>
                                08/31/95           10.112036        18.19%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                06/30/89            7.635956        11.05%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
  6.254743           7.68%                                                       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                08/31/95           10.10305         14.91%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
  5.435129          14.99%                                                       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                05/30/97           11.067831        10.54%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                10/31/96           10.440059        27.92%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                08/31/95            9.97621         11.50%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
  7.651098           4.45%                                                       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                05/30/97           11.31339         12.09%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                05/30/97           10.974826        12.23%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                11/30/92            5.73602         11.29%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                12/30/94           10.00095         23.10%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                12/30/94           10.421875        21.81%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                06/30/95           10.007485        12.89%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                01/31/95            9.863898        10.75%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                01/31/95           10.035116        15.53%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                06/30/95           10.501518        20.24%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                06/30/95            9.987517        25.36%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                10/31/94           10.533284        12.00%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                01/31/95            9.999046        18.27%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                10/31/94            9.996697        11.22%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                07/29/94           10.033526        18.68%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                04/28/95            9.999069        25.96%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                07/29/94            9.94517         (5.41%)      140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                05/26/93            9.936907         6.97%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                05/31/96           10.027655        15.17%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                05/31/96           10.018389        (2.05%)      140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                05/30/97           11.121607         2.03%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                05/30/97           10.665977         0.59%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                05/30/97           10.782609        10.25%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                05/30/97           10.220422        (2.07%)      140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                11/28/97           14.894208        (8.19%)      140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                09/30/93            9.714719         9.83%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                11/28/97           12.891778        (8.83%)      140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                08/31/92            9.309769         5.65%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                11/28/97           10.00865         (5.69%)      140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                11/30/92            5.811138        11.39%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                11/28/97            9.791134        (5.87%)      140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                08/31/92            5.908484         9.98%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                11/28/97           17.978836        (5.14%)      140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
                                02/28/95           10.049969        22.72%       140        0.150000006        6.00%          4.00%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>




<PAGE>


<TABLE>
<CAPTION>
- ----------------------------------------------------
  Five Year DSC       Ten Year DSC     Inception DSC
- ----------------------------------------------------
       <S>                <C>              <C>
       2.00%              0.00%            5.00%
- --------------------------------------------------
       2.00%              0.00%            0.00%
- --------------------------------------------------
       2.00%              0.00%
- --------------------------------------------------
       2.00%              0.00%            5.00%
- --------------------------------------------------
       2.00%              0.00%
- --------------------------------------------------
       2.00%              0.00%            7.00%
- --------------------------------------------------
       2.00%              0.00%            6.00%
- --------------------------------------------------
       2.00%              0.00%            5.00%
- --------------------------------------------------
       2.00%              0.00%
- --------------------------------------------------
       2.00%              0.00%            7.00%
- --------------------------------------------------
       2.00%              0.00%            7.00%
- --------------------------------------------------
       2.00%              0.00%            2.00%
- --------------------------------------------------
       2.00%              0.00%            4.00%
- --------------------------------------------------
       2.00%              0.00%            4.00%
- --------------------------------------------------
       2.00%              0.00%            5.00%
- --------------------------------------------------
       2.00%              0.00%            5.00%
- --------------------------------------------------
       2.00%              0.00%            5.00%
- --------------------------------------------------
       2.00%              0.00%            5.00%
- --------------------------------------------------
       2.00%              0.00%            5.00%
- --------------------------------------------------
       2.00%              0.00%            4.00%
- --------------------------------------------------
       2.00%              0.00%            5.00%
- --------------------------------------------------
       2.00%              0.00%            4.00%
- --------------------------------------------------
       2.00%              0.00%            4.00%
- --------------------------------------------------
       2.00%              0.00%            5.00%
- --------------------------------------------------
       2.00%              0.00%            4.00%
- --------------------------------------------------
       2.00%              0.00%            3.00%
- --------------------------------------------------
       2.00%              0.00%            6.00%
- --------------------------------------------------
       2.00%              0.00%            6.00%
- --------------------------------------------------
       2.00%              0.00%            7.00%
- --------------------------------------------------
       2.00%              0.00%            7.00%
- --------------------------------------------------
       2.00%              0.00%            7.00%
- --------------------------------------------------
       2.00%              0.00%            7.00%
- --------------------------------------------------
       2.00%              0.00%            7.00%
- --------------------------------------------------
       2.00%              0.00%            3.00%
- --------------------------------------------------
       2.00%              0.00%            7.00%
- --------------------------------------------------
       2.00%              0.00%            2.00%
- --------------------------------------------------
       2.00%              0.00%            7.00%
- --------------------------------------------------
       2.00%              0.00%            2.00%
- --------------------------------------------------
       2.00%              0.00%            7.00%
- --------------------------------------------------
       2.00%              0.00%            2.00%
- --------------------------------------------------
       2.00%              0.00%            7.00%
- --------------------------------------------------
       2.00%              0.00%            5.00%
- --------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                    Fund Name                                       Maintenance Fee   As of Date
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>          <C>
Aetna Ascent VP                                                                           30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                                   30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Aetna Bond VP                                                                             30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Aetna Crossroads VP                                                                       30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP                                                                30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                           30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                                             30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Aetna Legacy VP                                                                           30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP                                                                     30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                    30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Aetna Value Opportunity VP                                                                30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced Portfolio                                                         30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                                                      30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                                                             30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio                                                        30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Fidelity VIP Overseas Portfolio                                                           30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Asset Manager Portfolio                                                   30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                                      30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Index 500 Portfolio                                                       30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                   30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                            30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Flexible Income Portfolio                                                     30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                              30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                    30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Lexington Emerging Markets Fund, Inc.                                                     30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Lexington Natural Resources Trust                                                         30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                                                   30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
MFS World Governments Series                                                              30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund                                                        30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Securities Fund                                                        30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Oppenheimer Growth & Income Fund                                                          30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund                                                           30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Emerging Equities Portfolio                                        30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/PPI-MFS Emerging Equities                                        30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Research Growth Portfolio                                          30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/PPI -MFS Research Growth                         30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Portfolio Partners MFS Value Equity Portfolio                                             30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Neuberger & Berman AMT Growth/PPI-MFS Value Equity                                        30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Portfolio Partners Scudder International Growth Portfolio                                 30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/PPI-Scudder International Growth                  30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Portfolio Partners T. Rowe Price Growth Equity Portfolio                                  30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
Alger American Growth/PPI-T. Rowe Price Growth Equity                                     30           12/31/97
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                 One Year         One Year         One Year    Three Year       Three Year         Three Year      Five Year
  As of AUV     as of Date       as of AUV         w/out DSC   as of Date        as of AUV          w/out DSC      as of Date
- ----------------------------------------------------------------------------------------------------------------------------------
  <S>            <C>             <C>                 <C>       <C>                <C>                 <C>          <C>
  15.332631      12/31/96        12.970018           18.20%                                                        07/04/95
- ----------------------------------------------------------------------------------------------------------------------------------
  18.652937      12/31/96        15.445102           20.75%    12/30/94           10.841212           19.81%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  13.127847      12/31/96        12.293777            6.77%    12/30/94           10.323201            8.32%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  14.376721      12/31/96        12.401562           15.91%                                                        07/04/95
- ----------------------------------------------------------------------------------------------------------------------------------
  22.003523      12/31/96        17.180818           28.05%    12/30/94           10.735782           27.01%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  13.157858      12/31/96        10.033073           31.13%                                                        12/12/96
- ----------------------------------------------------------------------------------------------------------------------------------
  14.414086      12/31/96        10.918586           32.00%                                                        09/15/96
- ----------------------------------------------------------------------------------------------------------------------------------
  13.26715       12/31/96        11.751041           12.88%                                                        07/04/95
- ----------------------------------------------------------------------------------------------------------------------------------
  11.849943      12/31/96        11.394343            3.98%    12/30/94           10.488699            4.13%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  13.638404      12/31/96        10.284789           32.59%                                                        12/26/96
- ----------------------------------------------------------------------------------------------------------------------------------
  13.245833      12/31/96         9.639742           37.39%                                                        12/12/96
- ----------------------------------------------------------------------------------------------------------------------------------
   9.976286      12/31/96         8.426156           18.38%    12/30/94            5.930471           18.91%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  18.963413      12/31/96        15.012705           26.30%    12/30/94           10.00095            23.75%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  19.156912      12/31/96        15.734234           21.73%    12/30/94           10.421875           22.48%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  13.958907      12/31/96        12.031496           16.00%    12/30/94            8.989752           15.78%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  13.68184       12/31/96        12.438771            9.98%    12/30/94           10.303726            9.89%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  15.678741      12/31/96        13.179543           18.94%    12/30/94           10.113563           15.72%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  17.06632       12/31/96        13.94256            22.39%                                                        01/03/95
- ----------------------------------------------------------------------------------------------------------------------------------
  17.961355      12/31/96        13.727554           30.82%    12/30/94            8.378737           28.92%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  15.417732      12/31/96        13.87894            11.07%    12/30/94           10.373155           14.10%       09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
  16.691735      12/31/96        13.864503           20.37%    12/30/94            9.835531           19.26%       09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
  14.319958      12/31/96        12.994995           10.18%    12/30/94            9.882568           13.14%       09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
  18.339901      12/31/96        15.153365           21.01%    12/30/94           10.107619           21.95%       09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
  18.910371      12/31/96        15.70061            20.43%    12/30/94            9.825317           24.37%       09/13/93
- ----------------------------------------------------------------------------------------------------------------------------------
   8.572064      12/31/96         9.829389          (12.81%)   12/30/94            9.794269           (4.36%)      03/30/94
- ----------------------------------------------------------------------------------------------------------------------------------
  13.793875      12/31/96        13.056374            5.63%    12/30/94            9.055683           15.04%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  13.029956      12/31/96        10.89448            19.58%                                                        01/03/95
- ----------------------------------------------------------------------------------------------------------------------------------
  10.207412      12/31/96        10.470592           (2.53%)   12/30/94            9.051104            4.07%       06/14/94
- ----------------------------------------------------------------------------------------------------------------------------------
  12.203557      12/31/96        11.08312            10.09%    12/30/94            7.155756           19.46%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  11.538939      12/31/96         9.559142           20.69%    12/30/94            8.164565           12.20%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  12.785298      12/31/96         9.787799           30.61%                                                        07/05/95
- ----------------------------------------------------------------------------------------------------------------------------------
  10.764213      12/31/96        10.042736            7.17%    12/30/94            7.992699           10.41%       05/03/93
- ----------------------------------------------------------------------------------------------------------------------------------
  14.707274      11/26/97                                      11/26/97                                            11/26/97
- ----------------------------------------------------------------------------------------------------------------------------------
  14.707274      12/31/96        13.656006            7.68%    12/30/94            9.341557           16.31%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  12.641051      11/26/97                                      11/26/97                                            11/26/97
- ----------------------------------------------------------------------------------------------------------------------------------
  12.641051      12/31/96        13.211476           (4.34%)   12/30/94           10.833061            5.26%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  10.152061      11/26/97                                      11/26/97                                            11/26/97
- ----------------------------------------------------------------------------------------------------------------------------------
  10.152061      12/31/96         8.149264           24.56%    12/30/94            5.83085            20.28%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
   9.912244      11/26/97                                      11/26/97                                            11/26/97
- ----------------------------------------------------------------------------------------------------------------------------------
   9.912244      12/31/96         9.223832            7.44%    12/30/94            7.439523           10.02%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
  18.342977      11/26/97                                      11/26/97                                            11/26/97
- ----------------------------------------------------------------------------------------------------------------------------------
  18.342977      12/31/96        14.505789           26.43%    12/31/94            9.651037           23.85%       12/31/92
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
 Five Year        Five Year    Ten Year         Ten Year          Ten Year    Inception         Inception     Inception
 as of AUV        w/out DSC    as of Date       as of AUV         w/out DSC      Date              AUV        w/out DSC
- ------------------------------------------------------------------------------------------------------------------------------
  <S>               <C>         <C>               <C>                <C>       <C>               <C>             <C>
                                07/04/95                                       07/05/95          9.703259        20.15%
- ------------------------------------------------------------------------------------------------------------------------------
  10.195532         12.82%      04/03/89                                       04/03/89          7.518949        10.93%
- ------------------------------------------------------------------------------------------------------------------------------
  10.073661          5.42%      12/31/87          6.254743           7.68%
- ------------------------------------------------------------------------------------------------------------------------------
                                07/04/95                                       07/05/95          9.752348        16.84%
- ------------------------------------------------------------------------------------------------------------------------------
  10.449228         16.04%      12/31/87          5.435129          14.99%
- ------------------------------------------------------------------------------------------------------------------------------
                                12/12/96                                       12/13/96          9.899466        31.13%
- ------------------------------------------------------------------------------------------------------------------------------
                                09/15/96                                       09/16/96         10.000313        32.76%
- ------------------------------------------------------------------------------------------------------------------------------
                                07/04/95                                       07/05/95          9.705906        13.35%
- ------------------------------------------------------------------------------------------------------------------------------
  10.047829          3.34%      12/31/87          7.651098           4.45%
- ------------------------------------------------------------------------------------------------------------------------------
                                12/26/96                                       12/27/96         10.220423        33.01%
- ------------------------------------------------------------------------------------------------------------------------------
                                12/12/96                                       12/13/96          9.443427        38.04%
- ------------------------------------------------------------------------------------------------------------------------------
   5.836772         11.30%      12/31/87          3.561818          10.83%
- ------------------------------------------------------------------------------------------------------------------------------
   8.119838         18.47%      12/31/87          4.64659           15.08%
- ------------------------------------------------------------------------------------------------------------------------------
   8.98055          16.34%      12/31/87          4.512445          15.54%
- ------------------------------------------------------------------------------------------------------------------------------
   7.807175         12.30%      12/31/87          4.813354          11.22%
- ------------------------------------------------------------------------------------------------------------------------------
   7.58338          12.51%      12/31/87          6.282154           8.08%
- ------------------------------------------------------------------------------------------------------------------------------
   9.136495         11.39%      09/06/89                                       09/06/89          6.498917        11.15%
- ------------------------------------------------------------------------------------------------------------------------------
                                01/03/95                                       01/03/95          8.46433         26.39%
- ------------------------------------------------------------------------------------------------------------------------------
   7.771991         18.22%      08/27/92                                       08/27/92          7.346378        18.19%
- ------------------------------------------------------------------------------------------------------------------------------
                                09/13/93                                       09/13/93          7.691564        17.54%
- ------------------------------------------------------------------------------------------------------------------------------
                                09/13/93                                       09/13/93          9.265213        14.66%
- ------------------------------------------------------------------------------------------------------------------------------
                                09/13/93                                       09/13/93         10.086038         8.48%
- ------------------------------------------------------------------------------------------------------------------------------
                                09/13/93                                       09/13/93          9.67814         16.01%
- ------------------------------------------------------------------------------------------------------------------------------
                                09/13/93                                       09/13/93          8.273505        21.19%
- ------------------------------------------------------------------------------------------------------------------------------
                                03/30/94                                       03/30/94          9.824706        (3.59%)
- ------------------------------------------------------------------------------------------------------------------------------
   8.875999          9.20%      10/14/91                                       10/14/91          8.543907         7.99%
- ------------------------------------------------------------------------------------------------------------------------------
                                01/03/95                                       01/03/95          7.692372        19.24%
- ------------------------------------------------------------------------------------------------------------------------------
                                06/14/94                                       06/14/94          9.049518         3.43%
- ------------------------------------------------------------------------------------------------------------------------------
   6.255692         14.28%      12/31/87          3.158544          14.45%
- ------------------------------------------------------------------------------------------------------------------------------
   5.229659         17.13%      11/12/90                                       11/12/90          5.589732        10.67%
- ------------------------------------------------------------------------------------------------------------------------------
                                07/05/95                                       07/05/95          6.022462        35.28%
- ------------------------------------------------------------------------------------------------------------------------------
                                05/03/93                                       05/03/93          8.156291         6.11%
- ------------------------------------------------------------------------------------------------------------------------------
                                11/26/97                                       11/28/97         14.894208        (1.27%)
- ------------------------------------------------------------------------------------------------------------------------------
   8.869783         10.62%      09/21/88                                       09/21/88          3.340306        17.31%
- ------------------------------------------------------------------------------------------------------------------------------
                                11/26/97                                       11/28/97         12.891778        (1.96%)
- ------------------------------------------------------------------------------------------------------------------------------
  10.220014          4.32%      12/31/87          6.304567           7.19%
- ------------------------------------------------------------------------------------------------------------------------------
                                11/26/97                                       11/28/97         10.00865          1.41%
- ------------------------------------------------------------------------------------------------------------------------------
   5.910992         11.41%      12/31/87          2.978655          13.03%
- ------------------------------------------------------------------------------------------------------------------------------
                                11/26/97                                       11/28/97          9.791134         1.22%
- ------------------------------------------------------------------------------------------------------------------------------
   5.597697         12.09%      12/31/87          3.742802          10.21%
- ------------------------------------------------------------------------------------------------------------------------------
                                11/26/97                                       11/28/97         17.978836         2.01%
- ------------------------------------------------------------------------------------------------------------------------------
   7.988416         18.07%      01/09/89                                       01/09/89          4.141044        18.02%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
- -------------------------------------------------
Separate Account Charge         Free Out
- -------------------------------------------------
<S>       <C>                 <C>
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
          140                 0.150000006
- -------------------------------------------------
</TABLE>


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