VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485BPOS, 1998-04-17
Previous: VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO, 485BPOS, 1998-04-17
Next: VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO, 485BPOS, 1998-04-17




As filed with the Securities and Exchange           Registration No. 33-79122
Commission on April 17, 1998                        Registration No. 811-2512

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

                        POST-EFFECTIVE AMENDMENT NO. 8 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



<PAGE>



                           VARIABLE ANNUITY ACCOUNT B
                              CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
FORM N-4
ITEM NO.                            PART A (PROSPECTUS)                    LOCATION
<S>     <C>        <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;
                                                                           Investment Options - The Funds

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

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

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

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

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

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

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

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

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


<PAGE>




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

       15          Cover Page...........................................   Cover page

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

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

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

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

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

       21          Calculation of Performance Data......................   Performance Data - Average Annual Total Return
                                                                           Quotations

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

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

                           Part C (Other Information)

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

<PAGE>

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

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

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

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



<TABLE>
<CAPTION>
<S>                                                              <C> 
[bullet] Federated American Leaders Fund II                      [bullet] Federated High Income Bond Fund II
[bullet] Federated Equity Income Fund II                         [bullet] Federated International Equity Fund II
[bullet] Federated Fund for U.S. Government Securities II        [bullet] Federated Prime Money Fund II
[bullet] Federated Growth Strategies Fund II                     [bullet] Federated Utility Fund II
</TABLE>

Except as specifically mentioned, this Prospectus describes only investments
through the Separate Account. The Guaranteed Account is described in the
Appendix to this Prospectus, as well as in the Guaranteed Account's prospectus.
 

This Prospectus provides investors with the information about the Separate
Account that they should know before investing in the Contracts. Additional
information about the Separate Account is contained in a Statement of
Additional Information ("SAI") which is available at no charge. The SAI has
been filed with the Securities and Exchange Commission and is incorporated
herein by reference. The Table of Contents for the SAI is printed on page 23 of
this Prospectus. An SAI for this Prospectus and for any of the Fund
Prospectuses may be obtained by indicating the request on your Application or
by calling the number listed under the "Inquiries" section of the Prospectus
Summary.

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

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

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


   
THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                      1998
    
<PAGE>

   
                               TABLE OF CONTENTS
================================================================================


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

<PAGE>


   
<TABLE>
<S>                                                                   <C>
  Annuity Payments .................................................. 13
  Charges Deducted During the Annuity Period ........................ 13
  Death Benefit Payable During the Annuity Period ................... 13
  Death of the Certificate Holder During the Annuity Period ......... 14
TAX STATUS .......................................................... 14
  Introduction ...................................................... 14
  Taxation of the Company ........................................... 14
  Tax Status of the Contract ........................................ 15
  Taxation of Annuity Contracts ..................................... 16
  Contracts Used with Certain Retirement Plans ...................... 18
  Withholding ....................................................... 20
MISCELLANEOUS ....................................................... 20
  Distribution ...................................................... 20
  Delay or Suspension of Payments ................................... 20
  Performance Reporting ............................................. 21
  Voting Rights ..................................................... 21
  Modification of the Contract ...................................... 21
  Transfers of Ownership; Assignment ................................ 21
  Involuntary Terminations .......................................... 22
  Legal Matters and Proceedings ..................................... 22
  Year 2000 ......................................................... 22
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION ................. 23
APPENDIX--ALIAC GUARANTEED ACCOUNT .................................. 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.
   
Adviser: Federated Advisers or Federated Global Research Corp., the investment
adviser of the Funds.
    
Annuitant: The person on whose life or life expectancy the annuity payments are
based.

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

Annuity Date: The date on which annuity payments begin.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

CONTRACTS OFFERED

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

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

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

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

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

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

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


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

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

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

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

   
     The Contract also offers certain 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 Certificate Holder, or the Annuitant if the Certificate Holder is a
non-natural person, the Account Value may be increased under certain
circumstances. (See "Death Benefit During Accumulation Period.")

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

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

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

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

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

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


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

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

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

CONTRACT HOLDER TRANSACTION EXPENSES

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

<TABLE>
<CAPTION>
Years from Receipt of           Deferred Sales
 Purchase Payment              Charge Deduction
- ----------------------------- -----------------
<S>                           <C>
  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%
</TABLE>


<TABLE>
<S>                                                                                        <C>
    Annual Maintenance Fee (1) ...........................................................    $  30.00
    Transfer Charge (2) ..................................................................    $   0.00
SEPARATE ACCOUNT ANNUAL EXPENSES
(Daily deductions, equal to the percentage shown on an annual basis, made from amounts allocated to the
variable options under each Contract)
DURING THE ACCUMULATION PERIOD:
    Mortality and Expense Risk Charge ....................................................        1.25%
    Administrative Charge ................................................................        0.15%
                                                                                              --------
    Total Subaccount Annual Expenses .....................................................        1.40%
                                                                                              ========
DURING THE ANNUITY PERIOD:
    Mortality and Expense Risk Charge ....................................................        1.25%
    Administrative Charge ................................................................        0.00%(3)
                                                                                              --------
    Total Subaccount Annual Expenses .....................................................        1.25%
                                                                                              ========
Reduced charges apply to Purchase Payments in excess of $1.5 million.

    (1) The maintenance fee, if applicable, will generally be deducted from each Account
        annually and if the full Account 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.
    (2) During the Accumulation Period we currently allow an unlimited number of
        transfers without charge. However, we reserve the right to impose a fee of $10
        for each transfer in excess of 12 per year.
    (3) We currently do not impose an Administrative Charge during the Annuity Period.
        However, we reserve the right to deduct a daily charge of not more than 0.25% per
        year from the Subaccounts.
 
</TABLE>


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

   
ANNUAL EXPENSES OF THE FUNDS

The following table illustrates the advisory fees and other expenses applicable
to the Funds. Except as noted, the following figures are a percentage of
average net assets and, except where otherwise indicated, are based on figures
for the year ended December 31, 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>
Federated American Leaders Fund II(2)                           0.66%               0.19%              0.85%
Federated Equity Income Fund II(3)                              0.00%               0.85%              0.85%
Federated Fund for U.S. Government Securities II(2)             0.15%               0.65%              0.80%
Federated Growth Strategies Fund II(2)                          0.08%               0.77%              0.85%
Federated High Income Bond Fund II(2)                           0.51%               0.29%              0.80%
Federated International Equity Fund II(2)                       0.02%               1.21%              1.23%
Federated Prime Money Fund II(2)                                0.30%               0.50%              0.80%
Federated Utility Fund II(2)                                    0.48%               0.37%              0.85%
</TABLE>

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

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

(2) The 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.
(3) 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 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.

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

   
HYPOTHETICAL ILLUSTRATION (EXAMPLE)

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

The following Examples illustrate the expenses that would have been paid
assuming a $1,000 investment in the Contract and a 5% return on assets. For the
purposes of these Examples, the maximum maintenance fee of $30.00 that can be
deducted under the Contract has been converted to a percentage of assets equal
to 0.17%.


<TABLE>
<CAPTION>
                                                                  EXAMPLE A                              EXAMPLE B
                                                   --------------------------------------- --------------------------------------
                                                     If you withdraw the entire Account      If you do not withdraw the Account
                                                       Value at the end of the periods     Value, or if you annuitize at the end
                                                     shown, you would pay the following     of the periods shown, you would pay
                                                     expenses, including any applicable     the following expenses (no deferred
                                                           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>
Federated American Leaders Fund II                    $85      $104      $138      $260       $23      $71       $121      $260
Federated Equity Income Fund II                       $85      $104      $138      $260       $23      $71       $121      $260
Federated Fund for U.S. Government Securities II      $84      $103      $135      $255       $22      $69       $119      $255
Federated Growth Strategies Fund II                   $85      $104      $138      $260       $23      $71       $121      $260
Federated High Income Bond Fund II                    $84      $103      $135      $255       $22      $69       $119      $255
Federated International Equity Fund II                $88      $116      $157      $298       $27      $82       $140      $298
Federated Prime Money Fund II                         $84      $103      $135      $255       $22      $69       $119      $255
Federated Utility Fund II                             $85      $104      $138      $260       $23      $71       $121      $260
</TABLE>


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

   
                        CONDENSED FINANCIAL INFORMATION
   (Selected data for accumulation units outstanding throughout each period)
================================================================================


The condensed financial information presented below for 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 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
                                                            ------------------- ----------------
<S>                                                         <C>                 <C>
FEDERATED AMERICAN LEADERS FUND II
Value at beginning of period                                       $15.548            $12.971
Value at end of period                                             $20.287            $15.548
Increase (decrease) in value of accumulation units(1)                30.48%             19.87%
Number of accumulation units outstanding at end of period        5,757,361          3,931,613
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%(3)
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
Value at end of period                                             $11.883            $11.099
Increase (decrease) in value of accumulation units(1)                 7.06%              2.74%
Number of accumulation units outstanding at end of period        1,110,579            689,789
FEDERATED GROWTH STRATEGIES FUND II
Value at beginning of period                                       $12.596            $10.277
Value at end of period                                             $15.777            $12.596
Increase (decrease) in value of accumulation unit(1)                 25.25%             22.57%
Number of accumulation units outstanding at end of period        1,439,357            570,182
FEDERATED HIGH INCOME BOND FUND II
Value at beginning of period                                       $13.119            $11.640
Value at end of period                                             $14.724            $13.119
Increase (decrease) in value of accumulation units(1)                12.24%             12.71%
Number of accumulation units outstanding at end of period        3,613,943          2,069,633
FEDERATED INTERNATIONAL EQUITY FUND II
Value at beginning of period                                       $10.952            $10.255
Value at end of period                                             $11.888            $10.952
Increase (decrease) in value of accumulation unit(1)                  8.54%              6.80%
Number of accumulation units outstanding at end of period        1,173,166            541,970
FEDERATED PRIME MONEY FUND II
Value at beginning of period                                       $10.748            $10.406
Value at end of period                                             $11.119            $10.748
Increase (decrease) in value of accumulation unit(1)                  3.46%              3.29%
Number of accumulation units outstanding at end of period          677,262            720,521
FEDERATED UTILITY FUND II
Value at beginning of period                                       $13.303            $12.095
Value at end of period                                             $16.611            $13.303
Increase (decrease) in value of accumulation units(1)                24.86%              9.99%
Number of accumulation units outstanding at end of period        1,583,456          1,260,915



<CAPTION>
                                                                    1995                 1994
                                                            -------------------- --------------------
<S>                                                         <C>                  <C>
FEDERATED AMERICAN LEADERS FUND II
Value at beginning of period                                        $9.838              $10.000
Value at end of period                                             $12.971               $9.838
Increase (decrease) in value of accumulation units(1)                31.84%              ( 1.62)%(2)
Number of accumulation units outstanding at end of period        2,057,364              188,708
FEDERATED EQUITY INCOME FUND II
Value at beginning of period
Value at end of period
Increase (decrease) in value of accumulation units(1)
Number of accumulation units outstanding at end of period
FEDERATED FUND FOR U.S. GOVERNMENT SECURITIES II
Value at beginning of period                                       $10.073              $10.000
Value at end of period                                             $10.804              $10.073
Increase (decrease) in value of accumulation units(1)                 7.25%                0.73%(2)
Number of accumulation units outstanding at end of period          417,293               12,714
FEDERATED GROWTH STRATEGIES FUND II
Value at beginning of period                                       $10.000
Value at end of period                                             $10.277
Increase (decrease) in value of accumulation unit(1)                  2.77%(4)
Number of accumulation units outstanding at end of period           17,503
FEDERATED HIGH INCOME BOND FUND II
Value at beginning of period                                        $9.814              $10.000
Value at end of period                                             $11.640               $9.814
Increase (decrease) in value of accumulation units(1)                18.61%               (1.86)%(2)
Number of accumulation units outstanding at end of period        1,020,321               31,309
FEDERATED INTERNATIONAL EQUITY FUND II
Value at beginning of period                                       $10.000
Value at end of period                                             $10.255
Increase (decrease) in value of accumulation unit(1)                  2.55%(5)
Number of accumulation units outstanding at end of period          158,319
FEDERATED PRIME MONEY FUND II
Value at beginning of period                                       $10.033              $10.000
Value at end of period                                             $10.406              $10.033
Increase (decrease) in value of accumulation unit(1)                  3.71%                0.33%(6)
Number of accumulation units outstanding at end of period          554,934               51,949
FEDERATED UTILITY FUND II
Value at beginning of period                                        $9.881              $10.000
Value at end of period                                             $12.095               $9.881
Increase (decrease) in value of accumulation units(1)                22.40%               (1.19)%(2)
Number of accumulation units outstanding at end of period          727,601               41,191
</TABLE>

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

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

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

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

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

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

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

                                  THE COMPANY
================================================================================


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

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

 

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


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

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

 

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


THE FUNDS

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

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

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

   
[bullet] Federated Insurance Series--Federated American Leaders Fund II
         (formerly IMS Equity Growth and Income Fund) 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 Fund's 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
    


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

   
   objectives by investing at least 65 of its assets in income-producing
   equity securities. Equity securities include common stocks, preferred
   stocks, and securities (including debt securities) that are convertible
   into common stocks. The portion of the Fund's total assets 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 (formerly IMS U.S. Government Bond Fund) seeks to
         provide current income. The Fund pursues its investment objective by
         investing at least 65% of the value of its total assets in securities
         issued or guaranteed as to payment of principal and interest by the
         U.S. government, its agencies or instrumentalities.(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
         objective by investing exclusively in a portfolio of money market
         instruments maturing in 397 days or less. The average maturity of the
         money market instruments in the Fund's portfolio, computed on a
         dollar-weighted basis, will be 90 days or less. An investment in this
         Fund is neither insured nor guaranteed by the U.S. government.(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 Advisers for the Funds:
(1) Federated Advisers
(2) Federated Global Research Corp.
(3) Federated Global Research Corp. (subadviser)
    

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

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

      Conflicts of Interest (Mixed and Shared Funding). Shares of the Funds are
sold to each of the Subaccounts for funding the variable annuity contracts
issued by the


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

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
the Trust, which might force the Trust to sell portfolio securities at
disadvantageous prices, causing its per share value to decrease. The Board of
Trustees of the Trust has agreed to monitor events in order to identify any
material irreconcilable conflicts which might arise and to determine what
action, if any, should be taken to address such conflict.


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

 

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


CONTRACT AVAILABILITY

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

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

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

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

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

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


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

Company. Once the Application is accepted, an individual Contract will be
issued to the purchaser.

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

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

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

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

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

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

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

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

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

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

      For Qualified Contracts issued in conjunction with a Code Section 403(b)
tax deferred annuity program subject to the Employee Retirement Income Security
Act


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

(ERISA), the spouse of a married participant must be the beneficiary of at
least 50% of the Account Value. If the married participant is age 35 or older,
the participant may name an alternate beneficiary provided he or she furnishes
a waiver and spousal consent which meets the requirements of ERISA Section 205.
The participant on whose behalf the Account was established must be the
Annuitant.

      For Qualified Contracts issued as an Individual Retirement Annuity, the
Certificate Holder must be the Annuitant. For Nonqualified Contracts, the
Certificate Holder and the Annuitant may, but need not, be the same person.

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

 

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


DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT

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

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

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

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

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

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


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

annually or upon withdrawal) if your Account Value is $50,000 or more on the
day the maintenance fee is due.

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

      The charge only applies to the Purchase Payment (not to any associated
changes in value). To satisfy a partial withdrawal, the deferred sales charge
is calculated as if the Purchase Payments are withdrawn in the same order they
were applied to the Account. Partial withdrawals from the Guaranteed Account
will be treated as described in the Appendix and the prospectus for the
Guaranteed Account. The total charge will be the sum of the charges applicable
for all of the Purchase Payments withdrawn. Reduced charges apply to Purchase
Payments in excess of $1.5 million.

<TABLE>
<CAPTION>
Years since receipt of            Deferred Sales
 Purchase Payment                Charge Deduction
- -----------------------------   -----------------
<S>                             <C>
  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%
</TABLE>

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

[bullet] applied to provide Annuity benefits;

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

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

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

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

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

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

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

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


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

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

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

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

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

ACCOUNT VALUE

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

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

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

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

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

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

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

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

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

      The net investment rate may be either positive or negative.


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

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


   
      At any time prior to the Annuity Date, you can transfer amounts held
under your Account among the investment options. Transfers from the Guaranteed
Account may be subject to a market value adjustment. (See the Appendix.) If
approved in your state, during the Annuity Period, if you have elected a
variable Annuity, you can make transfers only among the Subaccounts available
during the Annuity Period. (See "Annuity Options."). A request for transfer can
be made either in writing or by telephone. (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. 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 subject to the Company's terms and conditions to any of the
Subaccounts. A market value adjustment will not be applied to dollar cost
averaging transfers from an available Guaranteed Term. There is no additional
charge for this Program. (See the Appendix for a discussion of the restrictions
and features attributable to the Guaranteed Account.)

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

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

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

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


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

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

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

      Withdrawals may be requested in one of the following forms:

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

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

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

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

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

      Withdrawal Restrictions from 403(b) Plans. Under Section 403(b)
Contracts, the withdrawal of salary reduction contributions and earnings on
such contributions is generally prohibited prior to the participant's death,
disability, attainment of age 591/2, separation from service or financial
hardship. (See "Tax Status.")

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

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

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

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

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

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

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


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

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

      Once you elect an Additional Withdrawal Option, you may revoke it any
time by submitting a written request to our Home Office. Once an option is
revoked, it may not be elected again for three years, nor may any other
Systematic Distribution Options 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 dies before Annuity Payments have commenced. Upon the death
of a Joint Certificate Holder prior to the Annuity Date, the surviving
Certificate Holder, if any, will become the designated Beneficiary. Any other
Beneficiary designation on record with the Company at the time of death will be
treated as a contingent Beneficiary. If the Certificate Holder is a non-natural
person, the death benefit will be paid to the Beneficiary(ies) at the death of
the Annuitant.

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

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

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

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

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

    (i)  Until the first Effective Date anniversary, the death benefit is equal
         to the Purchase Payments made by the Certificate Holder during that
         year, less any withdrawals and any amounts annuitized. For each year
         thereafter, the death benefit during the year is equal to the death
         benefit at the beginning of the year (see (ii) below) plus all
         Purchase Payments made during the year less any withdrawals and any
         amounts annuitized that year.

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

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

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

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

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

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


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

Holder is a non-natural person the Death Benefit calculation will be based on
the age of the Annuitant.

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

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

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

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

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

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

      Qualified Contracts. Under a Qualified Contract where the Certificate
Holder is a trust or an employer, the death benefit is paid at the death of the
Annuitant. The Beneficiary has the following options: (1) apply some or all of
the Adjusted Account Value to any of the Annuity Options, subject to the
distribution rules in Code Section 401(a)(9), or (2) receive at any time a lump
sum payment equal to all or a portion of the Adjusted Account Value. If the
Account was established in conjunction with a Section 401(a) qualified pension
or profit sharing plan or a Section 457 deferred compensation plan, payment
will be made, as directed by the Certificate Holder, to either the Certificate
Holder or to the plan beneficiary. If ECO or SWO is in effect and the
participant dies before the required beginning date for minimum distributions,
payments will cease. A Beneficiary may receive distributions under ECO or SWO
provided the election would satisfy the Code minimum distribution rules and
would be permitted under the Plan.

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

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

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


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

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

ANNUITY PERIOD ELECTIONS

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

   
      As of January 1, 1997, the Code generally requires that for Qualified
Contracts, other than for IRAs and for five-percent owners in other Qualified
Contracts, minimum annual distributions of the Account Value must begin by
April 1st of the calendar year following the calendar year in which a
participant attains age 70-1/2 or retires, whichever occurs later. For IRA
depositors and for five-percent owners, minimum distributions must begin by
April 1 of the calendar year following the calendar year in which the
participant attains age 70-1/2. In addition, distributions must be in a form and
amount sufficient to satisfy the Code requirements. These requirements may be
satisfied by the election of certain Annuity Options or 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 90th birthday or tenth anniversary of the last Purchase
Payment, may have adverse tax consequences.
    

      You should consult with a qualified tax advisor if you are considering
such a course of action.

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

[bullet] the date on which you would like annuity payments to begin;

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

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

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

   
      Annuity Payments will not begin until you have selected an Annuity
Option. Until a date and option are elected, the Account will continue in the
Accumulation Period. Once annuity payments begin, the Annuity Option may not be
changed.
    

PARTIAL ANNUITIZATION
      You may elect an Annuity Option with respect to a portion of the Account
Value, while leaving the remaining portion of the Account Value invested in the
Accumulation 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 advisor if you are
considering a partial annuitization of your Account.

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

Lifetime Annuity Options:

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

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

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

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


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

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

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

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

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

      If Annuity Payments are to be made on a variable basis, the first and
subsequent payments will vary depending on the assumed net investment rate
selected (31/2 or 5% per annum). Selection of a 5% rate causes a higher first
payment, but Annuity Payments will increase thereafter only to the extent that
the net investment rate exceeds 5% on an annualized basis (plus up to 0.25% to
offset any applicable administrative charge). Annuity Payments would decline if
the rate were below 5%. Use of the 31/2% assumed rate causes a lower first
payment, but subsequent payments would increase more rapidly or decline more
slowly as changes occur in the net investment rate. (See the Statement of
Additional Information for further discussion on the impact of selecting an
assumed net investment rate.)

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

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

      If Lifetime Option 2 or Option 5 was elected and the death of the
Annuitant under Option 2, or the


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

surviving Annuitant under Option 5, occurs prior to the end of the guaranteed
minimum payment period, we will continue payments to the Beneficiary unless the
Beneficiary elects a lump sum.

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

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

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

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

 

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

INTRODUCTION

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

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

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.


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

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

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

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

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

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

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

      To comply with these provisions, distributions must be in a form and
amount sufficient to satisfy the


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

minimum distribution and minimum distribution incidental death benefit rules
specified in Section 401(a)(9) of the Code.

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

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

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

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

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

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

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


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

Annuitant is treated as the death of the Certificate Holder.

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

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

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

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

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

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

      In general, there is no penalty tax on distributions from a Nonqualified
Contract: (1) made on or after the date on which the taxpayer attains age
59-1/2; (2) made as a result of the death of the Certificate Holder; (3)
attributable to the taxpayer's total and permanent disability; (4) received in
substantially equal periodic payments (at least annually) over the life or life
expectancy of the taxpayer or the joint lives or joint life expectancies of the
taxpayer and a "designated beneficiary"; or (5) allocable to "investment in the
contract" before August 14, 1982. If a distribution is made from a Qualified
Contract sold in conjunction with a Section 401(a) Plan or Section 403(b) Plan,
the penalty tax will not apply on distributions made when the participant (a)
attains age 59-1/2, (b) becomes permanently and totally disabled, (c) dies, (d)
separates from service with the plan sponsor at or after age 55, (e) rolls over
the distribution amount to another plan of the same type in accordance with the
terms of the Code, or (f) takes the distributions in substantially equal
periodic payments (at least annually) over his or her life or life expectancy
or the joint lives or joint life expectancies of the participant and plan
beneficiary, provided the participant has separated from service with the plan
sponsor. In addition, the penalty tax does not apply for the amount of a
distribution equal to unreimbursed medical expenses incurred by the participant
that qualify for deduction as specified in the


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

Code. The Code may impose other penalty taxes in other circumstances.

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

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

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

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

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

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


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

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

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

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

   
      The Code imposes a maximum limit on annual Purchase Payments which may be
excluded from the participant's gross income. Such limit is generally the
lesser of $8,000 (as adjusted to reflect changes in the cost of living) or
33-1/3% of the participant's includible compensation (25% of gross
compensation).
    

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

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

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

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

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

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


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

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

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

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

 

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

DISTRIBUTION

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

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

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

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

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


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

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 the full
period). Standardized returns will reflect the reduction of all recurring
charges during each period (e.g., mortality and expense risk charges, annual
maintenance fees, the administrative charge and any applicable deferred sales
charge). "Non-standardized returns" will be calculated in a similar manner,
except that non-standardized figures will not reflect the deduction of any
applicable deferred sales charge (which would decrease the level of performance
shown if reflected in these calculations). The non-standardized figures may
also include monthly, quarterly, year-to-date and three-year periods 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) attributable to the Certificate Holder's
interest in that Fund, divided by the net asset value of one share of that
Fund. During the Annuity Period, the number of votes is equal to the valuation
reserve for the portion of the Contract attributable to the Certificate
Holder's interest in that Fund, divided by the net asset value of one share of
that Fund. In determining the number of votes, fractional votes will be
recognized. Where the value of the Contract or valuation reserve relates to
more than one Fund, the calculation of votes will be performed separately for
each Fund.

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

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

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

TRANSFERS OF OWNERSHIP; ASSIGNMENT
      Assignments or transfers of ownership of a Qualified Contract generally
are not allowed except as permitted under the Code, incident to a divorce. The
prohibition does not apply to a Qualified Contract sold in conjunction with (1)
a Section 457 deferred compensation plan, or (2) a Section 401(a) plan where
the Contract is owned by the trustee. We will accept assignments or transfers
of ownership of a Nonqualified Contract or a Qualified Contract where
assignments or


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

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
advisor 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 Owner and
the interest of the Annuitant and any Beneficiary will be subject to the rights
of any assignee of record.

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

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

   
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.
    


- --------------------------------------------------------------------------------
                                       22
<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
          

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

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

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

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

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

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

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

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

     If you do not provide instructions concerning the maturity value of a
maturing guaranteed term, the maturity value transfer provision applies. This
provision allows you to transfer without an MVA to available guaranteed terms
of


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

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

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

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

   
     The 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 funding option.
    

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

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

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

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

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

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


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

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
brokers-dealers special guaranteed rates in connection with the Guaranteed
Account offered through the Contracts, and may negotiate different commissions
for these broker-dealers.
    


- --------------------------------------------------------------------------------
                                       26


<PAGE>

- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT B
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------

   
              Statement of Additional Information dated May 1, 1998
    

                                Aetna Growth Plus

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account B (the
"Separate Account") dated May 1, 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....................................    1
Variable Annuity Account B.........................................    1
Offering and Purchase of Contracts.................................    2
Performance Data...................................................    2
      General......................................................    2
      Average Annual Total Return Quotations.......................    3
Annuity Payments...................................................    5
Sales Material and Advertising.....................................    6
Independent Auditors...............................................    6
Financial Statements of the Separate Account.......................    S-1
Financial Statements of the Company................................    F-1



<PAGE>


   
                         GENERAL INFORMATION AND HISTORY

AetnaLife 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 had
$40.7 billion invested through its products, including $22.3 billion in its
separate accounts (of which the Company 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.

Other than the mortality and expense risk charges and administrative charge
described in the prospectus, all expenses incurred in the operations of the
Separate Account are borne by the Company. See "Charges and Deductions" in the
prospectus. The Company receives reimbursement for certain administrative costs
from the investment adviser for the Federated Funds.

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

                           VARIABLE ANNUITY ACCOUNT B

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

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

                                       1
<PAGE>



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

                       OFFERING AND PURCHASE OF CONTRACTS

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

                                PERFORMANCE DATA

GENERAL

From time to time, the Company may advertise different types of historical
performance for the Subaccounts of the Separate Account available under the
Contracts. The Company may advertise the "standardized average annual total
returns," calculated in a manner prescribed by the Securities and Exchange
Commission (the "standardized return"), as well as "non-standardized returns,"
both of which are described below.

   
The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the various Subaccounts under the Contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof). The redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period) and 1 is subtracted from the result which is then
expressed as a percentage, carried to at least the nearest hundredth of a
percent. The standardized figures use the actual returns of the Fund since
inception and then adjust them to reflect the deduction of all recurring charges
under the Contracts during each period (e.g., 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 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 date the Fund was added to the Separate Account.
    

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


                                       2
<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.

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.
    



                                       3
<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>
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%        10/02/95
- --------------------------------------------------------------------------------------------------------------------------
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(1)                      (2.76%)                                  2.45%        11/30/94
- --------------------------------------------------------------------------------------------------------------------------
Federated Utility Fund II                             17.35%                                  16.30%        09/30/94
- --------------------------------------------------------------------------------------------------------------------------
</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) The current yield for the Subaccount for the 7-day period ended December 31,
    1997 (on an annualized basis) was 3.68%. 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.




                                     TABLE B
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
                                                                        NON-STANDARDIZED                            Fund
                                                                                                                  Inception
                                                                                                                     Date
- ------------------------------------------------------------------------------------------------------------------------------
                    SUBACCOUNT                       1 Year      3 Years      5 Years    10 Years   Inception**
- ------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>          <C>         <C>        <C>           <C>         <C>
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(1)                      3.45%        3.47%                                3.44%      11/17/94
- ------------------------------------------------------------------------------------------------------------------------------
Federated Utility Fund II                            24.85%       18.91%                               12.93%      02/10/94
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

** Reflects performance from the Fund's inception date. 

(1) The current yield for the Subaccount for the 7-day period ended December 31,
    1997 (on an annualized basis) was 3.68%. 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.
    


                                       4
<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.



                                       5
<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 


                                       6
<PAGE>

include primarily the examination of the Separate Account's financial statements
and review of filings made with the SEC.



                                       7
<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


<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. 79122-98                                        ALIAC Ed. May 1998

<PAGE>

                           VARIABLE ANNUITY ACCOUNT B
                           PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits

     (a) Financial Statements:

         (1)      Included in Part A:

                  Condensed Financial Information

         (2)      Included in Part B:

                  Financial Statements of Variable Annuity Account B:

                  -   Statement of Assets and Liabilities as of December 31,
                      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
                      for 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)    Federated Broker-Dealer Agreement (9/2/94)(2)

         (3.2)    Alternate Form of Broker-Dealer Agreement (1994)(2)

         (4.1)    Aetna Growth Plus Group Variable, Fixed or Combination Annuity
                  Contract (Nonparticipating) (G-CDA-GPI(4/94))

         (4.2)    Aetna Growth Plus Individual Variable, Fixed or Combination
                  Annuity Contract (Nonparticipating) (I-CDA-GPI(4/94))

         (4.3)    Certificate of Group Annuity Coverage (GP1CERT(4/94))

         (4.4)    Variable Fixed or Combination Annuity Contract
                  (Nonparticipating) (I-GP1(5/96))(3)

         (4.5)    Group Variable, Fixed or Combination Annuity Contract
                  (Nonparticipating) (G-GP1(5/96))(3)

         (4.6)    Certificate of Group Annuity Coverage (GP1CERT(5/96))(3)

         (4.7)    Variable Annuity Contract (G-CDA-97(NY))(4)
<PAGE>

         (4.8)    Variable Annuity Contract Certificate (GMCC-97(NY))(4)

         (5.1)    Application for Aetna Growth Plus Group Variable, Fixed or
                  Combination Annuity Contract (Nonparticipating) (GP1APP(4/94))

         (5.2)    Application for Aetna Growth Plus Individual Variable, Fixed
                  or Combination Annuity Contract (Nonparticipating)
                  (I-GP1APP(4/94))

         (5.3)    Application for Growth Plus (GPAPPNY(1/96))

         (6.1)    Certificate of Incorporation of Aetna Life Insurance and
                  Annuity Company(5)

         (6.2)    Amendment of Certificate of Incorporation of Aetna Life
                  Insurance and Annuity Company(6)

         (6.3)    By-Laws as amended September 17, 1997 of Aetna Life Insurance
                  and Annuity Company(7)

         (7)      Reinsurance Agreement(8)

         (8)      Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Insurance Management Series and Federated
                  Advisors dated July 1, 1994(9)

         (9)      Opinion and Consent of Counsel

         (10)     Consent of Independent Auditors

         (11)     Not applicable

         (12)     Not applicable

         (13)     Schedule for Computation of Performance Data

         (14)     Not applicable

         (15.1)   Powers of Attorney(10)

         (15.2)   Authorization for Signatures(11)

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. 3 to Registration
    Statement on Form N-4 (File No. 33-79122), as filed electronically on August
    16, 1995 (Accession No. 0000950109-95-003265).

3.  Incorporated by reference to Post-Effective Amendment No. 7 to Registration
    Statement on Form N-4 (File No. 33-79122), as filed electronically on April
    22, 1997 (Accession No. 0000950146-97-000631).

4.  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).

5.  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).

6.  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).
<PAGE>

7.  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).

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

9.  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).

10. 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).

11. Incorporated by reference to Post-Effective Amendment No. 5 to Registration
    Statement on Form N-4 (File No. 33-75986), as filed electronically on April
    12, 1996 (Accession No. 0000912057-96-006383).



<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
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>              <C>            <C>
Aetna Life Insurance                       $347,583                        $29,637,063
and Annuity Company
</TABLE>

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

Item 30. Location of Accounts and Records

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

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

Item 31. Management Services

     Not applicable

Item 32. Undertakings

     Registrant hereby undertakes:

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

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



<PAGE>


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

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

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

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



<PAGE>


                                   SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and
Annuity Company, 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. 33-79122 ) and has duly caused this
Post-Effective Amendment to its Registration Statement on Form N-4 (File No.
33-79122 ) to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut, on the 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. 8 to the Registration Statement on Form N-4 (File No. 33-79122 ) has been
signed by the following persons in the capacities and on the dates indicated.

Signature                 Title                                       Date

Thomas J. McInerney*      Director and President                 )
- ------------------------  (principal executive officer)          )
Thomas J. McInerney                                              )
                                                                 )
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

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   Federated Broker-Dealer Agreement (9/2/94)                      *

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

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

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

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

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

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

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

99-B.4.7   Variable Annuity Contract (G-CDA-97(NY))                        *

99-B.4.8   Variable Annuity Contract Certificate (GMCC-97(NY))             *

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

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

*Incorporated by reference


<PAGE>


Exhibit No.        Exhibit                                                Page

99-B.5.3   Application for Growth Plus (GPAPPNY(1/96))                   _______

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

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

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

99-B.7     Reinsurance Agreement                                           *

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

99-B.9     Opinion 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



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


Group Variable, Fixed or Combination Annuity Contract (Nonparticipating)

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

Specifications
- --------------------------------------------------------------------------------
Plan

- --------------------------------------------------------------------------------
Type of Plan

- --------------------------------------------------------------------------------
Contract Holder

- --------------------------------------------------------------------------------
Contract Number

- --------------------------------------------------------------------------------
Effective Date

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

THE VARIABLE FEATURES OF THE CONTRACT ARE DESCRIBED IN SECTIONS 6 AND 12.
Right to Cancel
- --------------------------------------------------------------------------------
The Group Contract Holder may cancel this Contract within ten (10) days of
receiving it by returning it to Us at the address above or to the person from
whom it was purchased. Within seven (7) days of the cancellation request, We
will return the Certificate Holder's Purchase Payment(s) made plus any increase,
or minus any decrease, on the amount allocated to the Separate Account.

Signed at the Home Office on the Effective Date.


/s/ Dan Kearney                                      /s/ Lucille M. Nickerson
    President                                            Secretary

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


<PAGE>



Table of Contents
                                                                            Page


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

Contract Schedule...........................................................4
   Separate Account.........................................................4
   Growth Plus Guaranteed Account (GP Guaranteed Account)...................4
   Separate Account and GP Guaranteed Account...............................4
   Fixed Annuity............................................................5

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

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

Section 3.  Ownership.......................................................9
   Group Contract Holder....................................................9
   Certificate Holder Rights................................................9
   Transfer of Ownership....................................................9

Section 4.  Beneficiary Provisions.........................................10
   Beneficiary.............................................................10
   Change of Beneficiary...................................................10
   Death of Beneficiary....................................................10

Section 5.  Purchase Payments..............................................10
   Purchase Payments.......................................................10
   Allocation of Purchase Payments.........................................10

Section 6.  Separate Account...............................................11
   General.................................................................11
   Investment Allocations to the Separate Account..........................11
   Valuation of Assets.....................................................11
   Accumulation Unit.......................................................11
   Net Return Factor for Each Valuation Period.............................11
   Administrative Charge...................................................12
   Mortality Risk Charge...................................................12
   Expense Risk Charge.....................................................12
   Mortality and Expense Guarantee.........................................12

Section 7.  GP Guaranteed Account..........................................12
   GP Guaranteed Account Guaranteed Interest Rate..........................12
   Deposit Period..........................................................12

                                       2
<PAGE>

   Guaranteed Term.........................................................12
   Guaranteed Term(s) Groups...............................................12
   Maturity Date...........................................................13
   Allocation of Net Purchase Payments to the
     GP Guaranteed Account.................................................13
   GP Guaranteed Account Guaranteed Term Maturity
     Date and Maturity Value...............................................13
   Transfers from the GP Guaranteed Account................................13
   Withdrawals from the GP Guaranteed Account..............................13
   Reinvestment............................................................14
   GP Guaranteed Account Market Value Adjustment (Factor)..................14

Section 8.  Certificate Holder's Account Value; Transfers
     and Withdrawals During the Accumulation Period........................15
   Certificate Holder's Account Value......................................15
   Transfers During the Accumulation Period................................15
   Withdrawals During the Accumulation Period..............................15
   Deferred Sales Charge...................................................16
   Waiver of Deferred Sales Charge.........................................16
   Payment of Adjusted Certificate Holder's Account Value..................16
   Systematic Withdrawal Option (SWO)......................................16

Section 9.  Maintenance Charge.............................................17
   Maintenance Charge......................................................17

Section 10.  Proceeds Payable on Death.....................................17
   Death of the Certificate Holder Prior to the Annuity Date...............17
   Death Benefit Amount Prior to the Annuity Date..........................18
   Death Benefit Payment Methods...........................................19
   Death of Certificate Holder On or After the Annuity Date................19
   Death of the Annuitant..................................................20

Section 11.  Delay of Payments.............................................20
   Delay of Payments.......................................................20

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

                                       3

<PAGE>



Contract Schedule

Separate Account
- --------------------------------------------------------------------------------
Separate Account   Variable Account B

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

                   (a)      During the Accumulation Period:
                            Administrative Charge                         0.15%
                            Mortality Risk Charge                         0.35%
                            Expense Risk Charge                           0.90%
                            TOTAL Separate Account Charges During
                            Accumulation Period                           1.40%

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

Growth Plus Guaranteed Account (GP Guaranteed Account)
- --------------------------------------------------------------------------------
Minimum            3.0%
Guaranteed
Interest Rate
(effective
annual rate of
return):

Separate Account and GP Guaranteed Account
- ------------------ -------------------------------------------------------------
Minimum Initial    $1,500
Purchase Payment:

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

Maximum            $500,000 without Home Office approval
Subsequent
Purchase Payment:

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

Maintenance        The annual maintenance charge is $30. If the Certificate
Charge:            Holder's Account is $50,000 or more on the date the
                   maintenance charge is to be deducted, the maintenance charge
                   is $0.


                                       4
<PAGE>

Deferred Sales     For each withdrawal from a Certificate Holder's Account, a
Charge:            deferred sales charge for each Net Purchase Payment will be
                   determined as follows:

                   Years from Receipt of      Deferred
                   Net Purchase Payment       Sales Charge
                           0-1                   7%
                           1-2                   6%
                           2-3                   5%
                           3-4                   4%
                           4-5                   3%
                           5-6                   2%
                           6-7                   1%
                           7+                    0%

Waiver of          Section 8.05 provides for the following:
Deferred
Sales Charge:      (c)   At least 12 months after the date of the first Purchase
                         Payment in an amount equal to or less than 15% of the
                         Certificate Holder's Account Value.

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

Systematic         (a)   Specified Payment - Maximum Percentage:     10%
Withdrawal
Option:            (b)   Specified Period - Minimum Period:          10 years

                   (c)   Specified Percentage - Maximum Percentage:  10%


Death Benefit      4%
Factor:

Death Benefit      Not to exceed 200% of the Purchase Payment(s), less
Maximum Amount:    withdrawals

Death Benefit      85 years
Maximum Age:

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

Latest Annuity     85th
Date:

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


                                       5
<PAGE>


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

1.01         Accumulation Period - The period during which one or more Net
             Purchase Payments applied to a Certificate Holder's Account
             accumulate to provide future Annuity payments.

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

1.03         Adjusted Certificate Holder Account Value - The Certificate
             Holder's Account Value, plus or minus any aggregate GP Guaranteed
             Account Market Value Adjustment.

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

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

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

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

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

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

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

1.11         Certificate - The document issued to a Certificate Holder to
             evidence a Certificate Holder's Account established under the group
             Contract.

1.12         Certificate Holder - The person who has established a Certificate
             Holder's Account under a group Contract. We reserve the right to
             limit ownership to natural persons. If more than one Certificate
             Holder owns an Account, each Certificate Holder shall be a joint
             Certificate Holder. Any joint Certificate Holder must be the spouse
             of the other joint Certificate Holder. Joint Certificate Holders
             have joint ownership rights and both must authorize any exercising
             of those ownership rights unless otherwise allowed by Us.

1.13         Certificate Holder's Account - A record We establish for each
             Certificate Holder to maintain values under a group Contract.

1.14         Certificate Holder's Account Value - The dollar value as of any
             Valuation Period of all amounts accumulated in a Certificate
             Holder's Account.

1.15         Contract - This agreement between the Group Contract Holder and Us.



                                       6
<PAGE>

1.16         Effective Date - The date a Certificate is issued to a Certificate
             Holder.

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

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

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

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

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

1.22         Market Value Adjustment - An adjustment to any withdrawal made from
             the GP Guaranteed Account before the end of a guaranteed term as
             stated in Section 7.11.

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

1.24         Purchase Payment - The gross payment accepted by Us and allocated
             to the Certificate Holder's Account. We reserve the right to refuse
             to accept any Purchase Payment at any time for any reason.

1.25         Separate Account: A separate account that buys and holds shares of
             the Fund(s). Income, gains or losses, realized or unrealized, are
             credited or charged to the Separate Account without regard to Our
             other income, gains or losses. We own the assets held in the
             Separate Account and are not a trustee as to such amounts. The
             Separate Account generally is not guaranteed and is held at market
             value. The name of the Separate Account is shown on the Contract
             Schedule. The assets of the Separate Account, to the extent of
             reserves and other Contract liabilities of the Separate Account,
             will not be charged with Our other liabilities.

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

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



                                       7
<PAGE>

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

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

2.02         Certificates - A Certificate is issued to each Certificate Holder
             whose Purchase Payment(s) is accepted by Us. The Certificate
             evidences a Certificate Holder's Account established under the
             Contract. Certificates are not part of the Contract.

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

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

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

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

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

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

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

2.10         Change of Contract - Only our authorized officers may change the
             terms of this Contract. We will notify the Group Contract Holder in
             writing at least 30 days before the effective date of any change.
             Any change will not affect the amount or terms of any Annuity which
             begins before the change.

             We may make any change that affects the GP Guaranteed Account
             Market Value Adjustment with at least thirty (30) days' advance
             written notice to the Group Contract Holder and the Certificate
             Holder. Any such change shall become effective for any new
             guaranteed term and will apply to all present and future
             Certificate Holders' Accounts.

             We reserve the right to change the terms of the Systematic
             Withdrawal Option for future elections and discontinue the
             availability of this option.


                                       8
<PAGE>

             Any change to any of the following provisions under this Contract
             will not apply to Certificate Holder's Accounts in existence before
             the effective date of the change:

             (a)      Net Purchase Payment (1.23)
             (b)      GP Guaranteed Account Guaranteed Interest Rate (7.01)
             (c)      Net Return Factor (6.05)
             (d)      Certificate Holder's Account Value (1.14)
             (e)      Deferred Sales Charge (8.04)
             (f)      Annuity Unit Value (12.04)
             (g)      Annuity Options (12.06)
             (h)      Fixed Annuity Interest Rates (12.01)
             (i)      Transfers (8.02).

             Any change that affects the Annuity Option and the tables for the
             Annuity Options may be made:

             (a)      No earlier than twelve (12) months after the Effective
                      Date; and


             (b)      No earlier than twelve (12) months after the effective
                      date of any prior change.

             Any Certificate Holder's Account established on or after the
             effective date of any change will be subject to the change. If the
             Group Contract Holder does not agree to any change under this
             provision, We reserve the right to not allow any new Certificate
             Holder's Accounts to be established under this Contract. This
             Contract may also be changed as deemed necessary by Us to comply
             with federal or state law.

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

3.01         Group Contract Holder - The Group Contract Holder has title to the
             Contract. The Contract and any amounts accumulated thereunder are
             not subject to the claims of the Group Contract Holder nor any of
             its creditors.

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

             (a)      Any assignee under an assignment filed at our Home Office;
                      and

             (b)      Any irrevocably named Beneficiary.

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

3.03         Transfer of Ownership - The Group Contract Holder may transfer
             ownership of this Contract. A written request, dated and signed,
             must be filed at our Home Office.

             Any transfer of ownership terminates the interest of any existing
             Group Contract Holder. It does not change the rights of any
             Certificate Holder.



                                       9
<PAGE>

             A Certificate Holder may transfer all of his or her rights under
             the Contract. A written request, dated and signed by the
             Certificate Holder and any joint Certificate Holder, must be filed
             at our Home Office. After the transfer is recorded, it will take
             effect as of the date the request was signed. Any such transfer
             terminates the interest of any existing Certificate Holder. It does
             not change the Beneficiary, nor transfer the Beneficiary's
             interest. A transfer will not affect any payments We may make or
             actions We may take before such transfer has been recorded at our
             Home Office.

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

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

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

4.03         Death of Beneficiary - If all of the Beneficiaries and contingent
             Beneficiaries die prior to the Certificate Holder's death, We pay
             the death benefit in one sum to the Certificate Holder's estate.

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

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

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

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


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

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

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



                                       10
<PAGE>

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

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

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

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

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

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

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

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

             The net return rate equals:

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

             (b)      The value of the shares of the Fund held by the Separate
                      Account at the start of the Valuation Period; plus or
                      minus

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

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

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



                                       11
<PAGE>

             The net return rate may be more or less than zero (0) percent.

             The value of a share of the Fund is equal to the net assets of the
             Fund divided by the number of shares outstanding.

6.06         Administrative Charge - We deduct an administrative charge equal,
             on an annual basis, to the amount shown on the Contract Schedule.

6.07         Mortality Risk Charge - We deduct a mortality risk charge equal, on
             an annual basis, to the amount shown on the Contract Schedule.

6.08         Expense Risk Charge - We deduct an expense risk charge equal, on an
             annual basis, to the amount shown on the Contract Schedule.

6.09         Mortality and Expense Guarantee - We guarantee that the dollar
             amount of each Annuity payment after the first will not be affected
             by variations in mortality or expense experience.

Section 7.  GP Guaranteed Account
- --------------------------------------------------------------------------------

7.01         GP Guaranteed Account Guaranteed Interest Rate - All amounts
             allocated to the GP Guaranteed Account earn a rate of interest that
             is guaranteed for a specified period of time. The rate will be
             credited daily and will never be less than the minimum guaranteed
             interest rate shown on the Contract Schedule. We determine the rate
             and it is not based on investment experience.

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

7.02         Deposit Period - A calendar week, a calendar month, a calendar
             quarter, or any other period of time We specify during which Net
             Purchase Payment(s), transfers and reinvestments are accepted into
             the GP Guaranteed Account for one or more guaranteed terms. We
             reserve the right to extend the deposit period.

7.03         Guaranteed Term - The period of time for which GP Guaranteed
             Account guaranteed interest rates are guaranteed on Net Purchase
             Payments. Transfers and reinvestments are made into a current
             deposit period for the GP Guaranteed Account. Such period begins on
             the day following the close of the deposit period and ends on the
             designated Maturity Date. Guaranteed terms, if any, are offered at
             our discretion for various lengths of time ranging up to and
             including ten years.

             During a deposit period, We may make available any number of
             guaranteed terms. The Certificate Holder may allocate Net Purchase
             Payments and transfers into any or all of the available guaranteed
             terms.

7.04         Guaranteed Term(s) Groups - All GP Guaranteed Account guaranteed
             term(s) with the same length of time from the close of the deposit
             period until the designated Maturity Date.

                                       12
<PAGE>

7.05         Maturity Date - The last day of a guaranteed term.

7.06         Allocation of Net Purchase Payments to the GP Guaranteed Account -
             When the Certificate Holder wishes to allocate all or any portion
             of a Net Purchase Payment to the Guaranteed Account, he or she must
             tell Us the percentage to apply to one or more of the GP Guaranteed
             Account guaranteed term(s) available during the current deposit
             period. If no allocation instructions are received, a Net Purchase
             Payment is allocated as indicated in the most recent directive from
             the Certificate Holder. If the same guaranteed term is not
             available for any amount allocated to the GP Guaranteed Account, We
             will allocate the amount to the next shortest guaranteed term
             available. If no shorter guaranteed term is available, We will
             allocate it to the next longest guaranteed term.

7.07         GP Guaranteed Account Guaranteed Term Maturity Date and Maturity
             Value - On the maturity date, the value of the total of all amounts
             allocated to that guaranteed term is called the maturity value.

             When Certificate Holders have assets in the GP Guaranteed Account,
             at least eighteen (18) days before a maturity date, We notify them
             of the:

             (a)      Projected maturity value; and
             (b)      Guaranteed terms and the applicable guaranteed interest
                      rates available during the current deposit period.

             When no allocation instructions are received and the assets in a
             guaranteed term have been reinvested by Us in another guaranteed
             term on the maturity date, the Certificate Holder may transfer or
             withdraw, during the month following the maturity date, the
             reinvested amount with interest earned (as of the date the request
             is received at our Home Office) without incurring a Market Value
             Adjustment. This transaction is allowed only once for each maturity
             date, regardless of whether the transfer or withdrawal is partial
             or full.

7.08         Transfers from the GP Guaranteed Account - A Certificate Holder may
             transfer any portion, or all, of an amount in the GP Guaranteed
             Account to one or more of the Funds or to another available
             guaranteed term. The amount withdrawn for any reason before the
             maturity date is subject to a Market Value Adjustment.

7.09         Withdrawals from the GP Guaranteed Account - When the Certificate
             Holder requests a withdrawal from the GP Guaranteed Account, if
             instructions are not provided by the Certificate Holder, amounts
             are withdrawn on a pro rata basis from the guaranteed term(s)
             groups in which the Certificate Holder's Account is currently
             invested. Within a guaranteed term group, the amount to be
             withdrawn will be withdrawn first from the oldest deposit period.
             Except on the maturity date, withdrawals from the GP Guaranteed
             Account will be subject to a Market Value Adjustment.



                                       13
<PAGE>

7.10         Reinvestment - We will mail a notice to the Certificate Holder
             before a guaranteed term's maturity date. This notice will contain
             the guaranteed terms available during the current deposit periods
             with their guaranteed interest rate(s) and projected maturity
             value. If no specific direction is given by the Certificate Holder
             prior to the maturity date, each maturity value will be reinvested
             in the current deposit period for a guaranteed term of the same
             duration. If a guaranteed term of the same duration is unavailable,
             each matured term value will automatically be reinvested in the
             current deposit period for the next shortest guaranteed term
             available. If no shorter guaranteed term is available, the next
             longer guaranteed term will be used. We will mail a confirmation
             statement to the Certificate Holder after the maturity date. This
             notice will state the guaranteed term and guaranteed interest
             rate(s) which will apply to the reinvested matured term value.

7.11         GP Guaranteed Account Market Value Adjustment (Factor) - The Market
             Value Adjustment factor (MVA factor) reflects any change in
             interest rates from the time assets are allocated to the GP
             Guaranteed Account to the time they are transferred or withdrawn.
             An MVA factor is applied to any amount withdrawn or transferred
             from the GP Guaranteed Account before the end of a guaranteed term,
             including amounts paid in a lump sum death benefit or applied to an
             Annuity Option.

             The amount withdrawn from the GP Guaranteed Account is multiplied
             by the MVA factor which is calculated as follows:

                                                    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.

             Determination of MVA factor parameters:

             A yield is computed at the close of the last business day of each
             week of the deposit period. The yield will equal the average of the
             yields on U.S. Treasury Notes which matured during the last three
             months of the applicable guaranteed term.

             The deposit period yield is the average of those yields for the
             deposit period. If withdrawal is made prior to the close of the
             deposit period, it is the average of those yields on each week
             preceding withdrawal.

             The current yield is the average of the yields on the last business
             day of the week preceding withdrawal on the same U.S. Treasury
             Notes included in the deposit period yield.

             If no U.S. Treasury Notes matured during the last three months of
             the guaranteed term, We reserve the right to use the average of the
             yields on U.S. Treasury Notes that mature during a following
             quarter.



                                       14
<PAGE>

Section 8. Certificate Holder's Account Value; Transfers and Withdrawals During
           the Accumulation Period
- --------------------------------------------------------------------------------

8.01         Certificate Holder's Account Value - The value of a Certificate
             Holder's Account is determined by adding the value of the total of
             Accumulation Units attributed to the selected Fund(s) to the value
             of any amounts attributed to the GP Guaranteed Account.

8.02         Transfers During the Accumulation Period - Before the Annuity Date,
             the Certificate Holder may transfer from any Fund or guaranteed
             term of the GP Guaranteed Account to:

             (a)      Any other Fund; or

             (b)      Any guaranteed term of the GP Guaranteed Account available
                      in the current deposit period.

             Transfer requests can be submitted as a percentage or as a dollar
             amount. We may establish a minimum transfer amount. With a
             guaranteed term group, the amount transferred is withdrawn first
             from the oldest deposit period, then from the next oldest, and so
             on until the amount requested is satisfied.

             The Certificate Holder may make an unlimited number of transfers
             during the Accumulation Period. The number of free transfers
             allowed is shown on the Contract Schedule. Transfers in excess of
             that number may be subject to the transfer charge shown on the
             Contract Schedule. Transfers of a matured term value from the GP
             Guaranteed Account on or within one calendar month after a
             guaranteed term's maturity date do not count against the annual
             transfer limit.

             Amounts applied to guaranteed terms of the GP Guaranteed 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 guaranteed term's maturity date.

             Transfers from guaranteed terms of the GP Guaranteed Account are
             subject to a Market Value Adjustment.

8.03         Withdrawals During the Accumulation Period - The Certificate Holder
             may withdraw all or a portion of the Certificate Holder's Account
             Value during the Accumulation Period by properly completing a
             withdrawal request form. Withdrawal requests can be submitted as a
             percentage or as a specific dollar amount. Net Purchase Payment
             amounts are withdrawn first, and then the excess value, if any. For
             any partial withdrawal, if instructions are not provided by the
             Certificate Holder, amounts are withdrawn on a pro rata basis from
             the Fund(s), and/or the guaranteed term(s) groups in which the
             Certificate Holder's Account is currently invested. Within a
             guaranteed term group, the amount to be withdrawn will be withdrawn
             first from the oldest deposit period, then from the next oldest,
             and so on until the amount requested is satisfied.

             After deduction of the maintenance charge, if applicable, the
             withdrawn amount shall be reduced by the applicable deferred sales
             charge and any applicable premium taxes.



                                       15
<PAGE>

8.04         Deferred Sales Charge - The deferred sales charge only applies to
             the portion of the amount withdrawn attributable to Net Purchase
             Payment(s) and varies according to the elapsed time since receipt
             of the Purchase Payment. The deferred sales charge is shown on the
             Contract Schedule.

8.05         Waiver of Deferred Sales Charge - No deferred sales charge is
             deducted when the Certificate Holder's Account Value is paid:

             (a)      To a Beneficiary as a death benefit, except for Purchase
                      Payments made by a surviving joint Certificate Holder as
                      described in Section 10.02(b);


             (b)      As a premium for an Annuity Option;

             (c)      At least the number of months, as shown on the Contract
                      Schedule, after the date of the first Purchase Payment and
                      in an amount equal to or less than the percentage of the
                      Certificate Holder's Account Value as shown on the
                      Contract Schedule. This applies to the first withdrawal
                      request, partial or full, in a calendar year. The
                      Certificate Holder's Account Value is calculated as of the
                      date the withdrawal request is received in good order at
                      our Home Office. This waiver is not available to the
                      Certificate Holder while a SWO is in effect;

             (d)      For a full withdrawal where the Certificate Holder's
                      Account Value does not exceed the amount shown on the
                      Contract Schedule and no withdrawals have been taken from
                      the Certificate Holder's Account within the prior 12
                      months;

             (e)      For a distribution made by Us under Section 8.06; or

             (f)      For a distribution which is part of a SWO under Section
                      8.07.

             We reserve the right to allow the proceeds of a total withdrawal to
             be reinstated under the terms and conditions as established by Us
             from time to time.

8.06         Payment of Adjusted Certificate Holder's Account Value - Upon 90
             day's written notice to the Certificate Holder, We will terminate
             the Certificate Holder's Account if the Certificate Holder's
             Account Value becomes less than $1,500 immediately following any
             partial withdrawal. We do not intend to exercise this right in
             cases where the Certificate Holder's Account Value is reduced to
             $1,500 or less solely due to investment performance. When We make a
             distribution pursuant to this provision, the deferred sales charge
             will not be deducted.

8.07         Systematic Withdrawal Option (SWO) - We will allow the Certificate
             Holder to establish a schedule of withdrawals to be made
             automatically from the Certificate Holders Account Value. All
             distributed amounts will be withdrawn on a pro rata basis from the
             Fund(s) and/or the guaranteed term(s) groups of the GP Guaranteed
             Account in which the Certificate Holder's Account is invested.



                                       16
<PAGE>

             The Certificate Holder must elect one of the following SWO methods:

             (a)      Specified Payment: Payments of a designated dollar amount.
                      The annual amount may not be greater than the percentage
                      of the Certificate Holder's Account Value at time of the
                      election as shown on the Contract Schedule. This annual
                      dollar amount will remain constant. At our discretion, We
                      may require a minimum payment amount; or

             (b)      Specified Period: Payments which are made over a period of
                      time which must be at least the minimum period as shown on
                      the Contract Schedule. The annual amount paid each year is
                      calculated by dividing the Certificate Holders Account
                      Value as of December 31 of the prior year by the number of
                      payment years remaining; or

             (c)      Specified Percentage: Payment of a designated percentage
                      which cannot be greater than the percentage of the
                      Certificate Holder's Account Value at the time of election
                      as shown on the Contract Schedule. The percentage may be
                      changed by written request. We reserve the right to limit
                      the number of times the percentage may be changed. The
                      annual amount is calculated by multiplying the Certificate
                      Holder's Account Value as of December 31 of the year prior
                      to the payment by the designated percentage.

             In our discretion, We may require a minimum initial Certificate
             Holder's Account Value for election of this option. SWO may be
             elected by submitting a completed and signed election form to Us.
             Once elected, this option may be revoked by submitting a written
             request to Us. SWO may be elected only once by the Certificate
             Holder or by a spousal Beneficiary.

             Certificate Holders should consult their tax adviser prior to
             requesting this distribution option. We are not responsible for any
             adverse tax consequences due to a Certificate Holder's receiving
             SWO payments. A ten (10) percent penalty tax may apply to
             distributions to a Certificate Holder who has not reached age
             59-1/2. Upon death of the Certificate Holder, any payments will be
             made under the terms of Section 10.

Section 9.  Maintenance Charge
- --------------------------------------------------------------------------------

9.01         Maintenance Charge - We will deduct an annual maintenance charge as
             shown in the Contract Schedule from the Certificate Holder's
             Account during the Accumulation Period. We will deduct the
             maintenance charge on the anniversary of the Effective Date of the
             Certificate for the Certificate Holder's Account. This maintenance
             charge is also deducted upon withdrawal of the entire Adjusted
             Certificate Holder's Account. The maintenance charge is deducted
             proportionately from each investment option used.

Section 10.  Proceeds Payable on Death
- --------------------------------------------------------------------------------

10.01        Death of the Certificate Holder Prior to the Annuity Date - In the
             event of the death of the Certificate Holder or a joint Certificate
             Holder prior to the Annuity Date, a death benefit is payable to the
             Beneficiary(ies) designated by the Certificate Holder. Upon the
             death of a joint Certificate Holder, the surviving joint
             Certificate Holder, if any, will be treated as the designated
             Beneficiary. Any other Beneficiary designation on record with Us at
             the time of death will be treated as a contingent Beneficiary.



                                       17
<PAGE>

             A Beneficiary may request We pay the death benefit under one of the
             options described in Section 10.03. If the Beneficiary is the
             spouse of the Certificate Holder, he or she may elect to continue
             the Certificate Holder's Account in his or her own name and
             exercise all the Certificate Holder's rights under the Contract.

10.02        Death Benefit Amount Prior to the Annuity Date -

             (a)      Except as set forth in Section 10.02(b), the amount of the
                      guaranteed death benefit value is equal to the greater of:

                      (i)      The Certificate Holder's Account Value at the end
                               of the Valuation Period during which We receive
                               at our Home Office due proof of death and
                               election of the type of payment to be made; or

                      (ii)     The death benefit determined as of the Valuation
                               Period corresponding to the date of death.

                               Until the first Effective Date anniversary, the
                               death benefit is equal to the Purchase Payments
                               made by the Certificate Holder prior to the
                               Effective Date anniversary less any withdrawals
                               and any amounts applied to an Annuity Option.

                               For each Certificate year thereafter, the death
                               benefit during the Certificate year equals the
                               death benefit at the beginning of the Certificate
                               year plus Purchase Payments made during the year
                               less any withdrawals and any amounts applied to
                               an Annuity Option.

                               On each Effective Date anniversary, the death
                               benefit is determined as follows:

                               (A)      The death benefit on the previous
                                        Effective Date anniversary increased by
                                        the death benefit factor shown on the
                                        Contract Schedule; plus

                               (B)      Purchase Payments made by the
                                        Certificate Holder during the
                                        Certificate year increased by the death
                                        benefit factor shown on the Contract
                                        Schedule for the portion of the year
                                        since the Purchase Payment was made;
                                        less

                               (C)      Any withdrawals or amounts applied to an
                                        Annuity Option during the Certificate
                                        year increased by the death benefit
                                        factor shown on the Contract Schedule
                                        for the portion of the Certificate year
                                        since the withdrawal or election of
                                        Annuity option; or

                      (iii)    The Certificate Holder's Account Value on the
                               most recent seventh year anniversary of the
                               Effective Date plus any Purchase Payments made
                               after such Effective Date anniversary less any
                               withdrawals and any amounts applied to an Annuity
                               Option.

                      Notwithstanding the foregoing, the death benefit under
                      (ii) or (iii) will not exceed the death benefit maximum
                      amount shown on the Contract Schedule.



                                       18
<PAGE>

                      The death benefit calculation described in (ii) and (iii)
                      above, applies until the Certificate Holder reaches the
                      death benefit maximum age shown on the Contract Schedule.
                      Thereafter, the death benefit is only adjusted for
                      Purchase Payments, withdrawals and amounts applied to
                      Annuity Options. If the Certificate Holder reaches the
                      death benefit maximum age shown on the Contract Schedule
                      prior to the seventh anniversary of the Effective Date,
                      the death benefit will be the greater of (i) or (ii)
                      above.

                      The excess, if any, of the guaranteed death benefit value
                      over the Certificate Holder's Account Value is determined
                      when we receive at our Home Office due proof of death and
                      allocated to the Fund shown on the Contract Schedule. The
                      Certificate Holder's Account Value plus any excess amount
                      deposited becomes the Certificate Holder's Account Value.

             (b)      In the case of a Beneficiary of a surviving joint
                      Certificate Holder who continued the Certificate Holder's
                      Account in his or her own name, the death benefit shall be
                      equal to (a)(i) above less any applicable deferred sales
                      charge on any Purchase Payment made after We have received
                      at our Home Office due proof of death of the first joint
                      Certificate Holder.

10.03        Death Benefit Payment Methods - A non-spousal Beneficiary must
             elect the death benefit to be paid under one of the following
             methods in the event of the death of the Certificate Holder prior
             to the Annuity Date:

             Method 1 - Lump sum payment of the death benefit; or

             Method 2 - The payment of the entire death benefit within (5) years
             of the date of the Certificate Holder's death; or

             Method 3 - Payment of the death benefit over the lifetime of the
             designated Beneficiary or over a period not extending beyond the
             life expectancy of the designated Beneficiary with distribution
             beginning within one year of the date of death of the Certificate
             Holder.

             Any portion of the death benefit not applied under Option 3 within
             one year of the date of Certificate Holder's death, must be
             distributed within five (5) years of the date of death. A Market
             Value Adjustment will apply at the time the death benefit is paid.

             A spousal Beneficiary may elect to continue the Certificate
             Holder's Account in his or her name, elect a lump sum payment of
             the death benefit or apply the Adjusted Certificate Holder's
             Account Value to an Annuity Option.

10.04        Death of Certificate Holder On or After the Annuity Date - If the
             Certificate Holder who is not the Annuitant, dies on or after the
             Annuity Date, the remaining payments under the Annuity Option
             elected will be made to the Beneficiary at least as rapidly as
             under the method of distribution in effect at the Certificate
             Holder's death.



                                       19
<PAGE>

10.05        Death of the Annuitant - If the Annuitant, who is not a Certificate
             Holder, dies on or before the Annuity Date, a new Annuitant may be
             named. If no Annuitant is named, the Certificate Holder will be the
             Annuitant. If the Annuitant dies after the Annuity Date, the death
             benefit, if any, will be payable to the Beneficiary as specified in
             the Annuity Option elected. We will require proof of the
             Annuitant's death. Death benefits will be paid at least as rapidly
             as under the method of distribution in effect at the Annuitant's
             death.

Section 11.  Delay of Payments
- --------------------------------------------------------------------------------

11.01        Delay of Payments - We will make any payments under this Contract
             within seven days after a request is received in good order. We
             reserve the right to suspend or postpone any type of payment from
             the Separate Account for any period when:

             (a)      The New York Stock Exchange is closed for other than
                      customary weekend and holiday closings;

             (b)      Trading on the Exchange is restricted;

             (c)      An emergency exists as a result of which it is not
                      reasonably practicable to dispose of securities held in
                      the Separate Account or determine their value; or

             (d)      The Securities and Exchange Commission so permits delay
                      for the protection of security holders.

             The applicable rules of the Securities and Exchange Commission will
             govern as to whether the conditions in (b) or (c) exist.

             We also reserve the right to delay any type of payment from the GP
             Guaranteed Account for up to six (6) months.

Section 12.  Annuity Provisions
- --------------------------------------------------------------------------------

12.01        Designation of Annuitant - The Certificate Holder and the Annuitant
             need not be the same person. The Certificate Holder names the
             Annuitant and during the Accumulation Period, may change the
             designated Annuitant. We change the Annuitant when We receive a
             written request in good order at our Home Office. We will not
             change the Annuitant when Annuity payments have commenced.

             The Certificate Holder elects an Annuity Option by telling Us to
             use all or any portion of the Certificate Holder's Adjusted Account
             Value (minus any applicable premium taxes if not previously
             deducted) to purchase Annuity payments under an Annuity Option.

             When an Annuity Option is chosen the Certificate Holder must
             designate a:

             (a)      Fixed Annuity using the General Account;

             (b)      Variable Annuity using any of the Funds available during
                      the Annuity Period; or

             (c)      Combination of (a) and (b).

             If a fixed Annuity is chosen, We will calculate the amount using an
             interest assumption no less than the percentage specified on the
             Contract Schedule. We may calculate the amount using a higher
             interest rate.

             If a variable Annuity is chosen, an Assumed Annual Net Return Rate
             of 5% may be chosen. If not chosen, We will use an Assumed Annual
             Net Return Rate of 3.5%.



                                       20
<PAGE>

             Payments are made on a monthly basis to the Certificate Holder
             unless the Certificate Holder requests a different mode of payment.

             Once elected, an Annuity Option may not be revoked, except for
             Option 1 when elected on a variable basis.

12.02        Terms of Annuity Options - The minimum first payment amount must be
             at least $50 per month and at least $250 per year.

             If the Certificate Holder elects a fixed Annuity and We determine
             that the Certificate Holder would receive larger payments by
             applying the Certificate Holder's Account Value, reduced by the
             deferred sales charge, to a single premium immediate Annuity
             currently offered by Us, We will make the larger payments.

             We determine the first payment of a variable Annuity, or the
             payment amount of a fixed Annuity, using the Annuitant's (and
             second Annuitant's if applicable) adjusted age which We calculate
             as follows:

             (a)      If Annuity payments begin any time between July 1, 1992
                      and December 31, 1999, the adjusted age is the Annuitant's
                      age as of the birthday closest in time to the Annuity Date
                      reduced by one (1) year.

             (b)      If the Annuity begins any time between January 1, 2000 and
                      December 31, 2009, the adjusted age is the Annuitant's age
                      as of the birthday closest in time to the Annuity Date
                      reduced by two (2) years.

             (c)      For each succeeding decade, the adjusted age is the
                      Annuitant's age as determined in (b), reduced by one
                      additional year.

             The Annuity rates for Options 2 and 3 are based on mortality from
             1983 Table A.

             Assumed Annual Net Return Rate is the interest rate used to
             determine the amount of the first Annuity payment under a variable
             Annuity. The Separate Account must earn this rate plus enough to
             cover the mortality and expense risks charges (which may include
             profit) and administrative charges if future variable Annuity
             payments are to remain level.

             The Certificate Holder must given written notice to Us at least 30
             days before the Annuity payments begin, electing or changing:

             (a)      The date on which Annuity payments are to begin;

             (b)      The Annuity Option;

             (c)      Whether the payments are to be made monthly, quarterly,
                      semiannually or annually;

             (d)      The investment options used to provide Annuity payments.

             The first Annuity payment may not be earlier than one (1) calendar
             year after the initial Purchase Payment, nor later than the later
             of the:

             (a)      First day of the month following the Annuitant's birthday
                      shown on the Contract Schedule; or

             (b)      Tenth anniversary of the last Purchase Payment. In lieu of
                      the election of an Annuity, the Certificate Holder may
                      request a lump sum payment.



                                       21
<PAGE>

12.03        Annuity Unit - The number of Annuity Units per Fund is based on the
             amount of the first variable Annuity payment which is equal to:

             (a)      The portion of the Certificate Holder's Account Value
                      (minus any premium taxes) applied to pay a variable
                      Annuity; divided by,

             (b)      1000; multiplied by,

             (c)      The payment rate for the Annuity Option chosen.

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

12.04        Annuity Unit Value - For any Valuation Period, a Fund's Annuity
             Unit value is equal to:

             (a)      The value for the previous Valuation Period; multiplied
                      by,

             (b)      The Annuity Net Return Factor for the Valuation Period;
                      multiplied by,

             (c)      A daily factor to reflect the Assumed Annual Net Return
                      Rate (the factor for 3.5% per year is .9999058; for 5% per
                      year it is .9998663).

             The dollar value of a Fund(s) Annuity Unit values and payments may
             go up or down due to investment gain or loss.

12.05        Annuity Net Return Factor - The Annuity net return factor is used
             to compute all Separate Account Annuity Payments for any Fund.

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

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

             (b)      The value of the shares of the Fund held by the Separate
                      Account at the start of the Valuation Period; plus or
                      minus,

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

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

             (e)      A daily actuarial charge as shown of the Contract Schedule
                      for Annuity mortality and expense risks and profit and a
                      daily administrative charge which will not exceed the
                      administrative charge as shown on the Contract Schedule.

             The net return rate may be more or less than zero (0) percent.

             The value of a share of the Fund is equal to the net assets of the
             Fund divided by the number of shares outstanding.

12.06        Annuity Options

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



                                       22
<PAGE>

             If payments for this Annuity Option are made under a variable
             Annuity, the present value of any remaining payments may be
             withdrawn at any time.

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

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

             (a)      100% of the payment to continue after the first death;

             (b)      66-2/3% of the payment to continue after the first death;

             (c)      50% of the payment to continue after the first death;

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

             (e)      100% of the payment to continue at the death of the second
                      Annuitant and 50% of the payment to continue at the death
                      of the Annuitant.

             We may make other options available as allowed by law.


                                       23
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

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

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

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



                                       24
<PAGE>



                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
   Adjusted             None                   60                    120                    180                     240
    Age of       ------------------------------------------------------------------------------------------------------------------
   Annuitant       Male       Female     Male       Female     Male       Female       Male       Female      Male        Female
- -----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>       <C>         <C>       <C>         <C>        <C>          <C>        <C>          <C>
      50          $4.27       $3.90     $4.26       $3.90     $4.22       $3.89      $4.17        $3.86      $4.08        $3.82
      51           4.34        3.97      4.33        3.96      4.30        3.95       4.23         3.92       4.14         3.88
      52           4.43        4.03      4.41        4.03      4.37        4.01       4.30         3.98       4.20         3.93
      53           4.51        4.10      4.50        4.10      4.45        4.08       4.37         4.04       4.26         3.99
      54           4.60        4.18      4.59        4.17      4.54        4.15       4.45         4.11       4.32         4.04

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

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

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

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

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

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

                                       25
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes
               (Annuitant is Male and Second Annuitant is Female)
         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- -------------------------------------
                          Second            Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
    Annuitant            Annuitant
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>              <C>                 <C>                <C>               <C>
        55                  50                $3.69            $4.05               $4.27              $3.69             $4.13
        55                  55                 3.88             4.25                4.47               3.87              4.25
        55                  60                 3.06             4.47                4.71               4.06              4.36

        60                  55                 3.99             4.44                4.71               3.98              4.55
        60                  60                 4.24             4.71                4.99               4.23              4.70
        60                  65                 4.49             5.01                5.32               4.48              4.85

        65                  60                 4.38             4.97                5.32               4.38              5.10
        65                  65                 4.72             5.33                5.70               4.71              5.32
        65                  70                 5.07             5.75                6.17               5.05              5.54

        70                  65                 4.93             5.68                6.15               4.91              5.86
        70                  70                 5.40             6.21                6.70               5.36              6.18
        70                  75                 5.89             6.82                7.40               5.81              6.49

        75                  70                 5.69             6.68                7.32               5.62              6.92
        75                  75                 6.37             7.45                8.15               6.23              7.40
        75                  80                 7.07             8.34                9.16               6.78              7.85
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       26
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Female and Second Annuitant is Male)

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


<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- -------------------------------------
                          Second            Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
    Annuitant            Annuitant
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>              <C>                <C>                  <C>               <C>
        55                  50                $3.75            $4.07              $4.26                $3.75             $3.98
        55                  55                 3.88             4.25               4.47                 3.87              4.06
        55                  60                 3.99             4.44               4.71                 3.98              4.12

        60                  55                 4.06             4.47               4.71                 4.06              4.37
        60                  60                 4.24             4.71               4.99                 4.23              4.47
        60                  65                 4.38             4.97               5.32                 4.38              4.54

        65                  60                 4.49             5.01               5.32                 4.48              4.89
        65                  65                 4.72             5.33               5.70                 4.71              5.02
        65                  70                 4.93             5.68               6.15                 4.91              5.14

        70                  65                 5.07             5.75               6.17                 5.05              5.60
        70                  70                 5.40             6.21               6.70                 5.36              5.79
        70                  75                 5.69             6.68               7.32                 5.62              5.96

        75                  70                 5.89             6.83               7.40                 5.81              6.63
        75                  75                 6.37             7.45               8.15                 6.23              6.92
        75                  80                 6.78             8.11               8.99                 6.54              7.15
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       27
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

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

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

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


                                       28
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

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

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

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



                                       29
<PAGE>

                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
   Adjusted             None                   60                    120                    180                     240
    Age of       ------------------------------------------------------------------------------------------------------------------
   Annuitant       Male       Female     Male       Female     Male       Female       Male       Female      Male        Female
- -----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>        <C>        <C>       <C>         <C>        <C>          <C>        <C>          <C>
      50          $4.56       $4.20      $4.55      $4.19     $4.51       $4.18      $4.45        $4.15      $4.36        $4.11
      51           4.64        4.26       4.62       4.25      4.58        4.24       4.51         4.21       4.42         4.16
      52           4.72        4.32       4.70       4.32      4.66        4.30       4.58         4.26       4.48         4.21
      53           4.80        4.39       4.79       4.38      4.74        4.36       4.65         4.32       4.53         4.27
      54           4.89        4.46       4.87       4.46      4.82        4.43       4.73         4.39       4.59         4.32

      55           4.99        4.54       4.97       4.53      4.91        4.50       4.80         4.46       4.65         4.38
      56           5.09        4.62       5.07       4.61      5.00        4.58       4.88         4.53       4.72         4.44
      57           5.20        4.71       5.17       4.70      5.10        4.66       4.96         4.60       4.78         4.50
      58           5.32        4.80       5.29       4.79      5.20        4.75       5.05         4.68       4.84         4.57
      59           5.44        4.90       5.41       4.88      5.31        4.84       5.14         4.76       4.91         4.63

      60           5.57        5.00       5.53       4.99      5.42        4.93       5.23         4.84       4.97         4.70
      61           5.71        5.11       5.67       5.09      5.54        5.03       5.32         4.93       5.03         4.77
      62           5.86        5.23       5.81       5.21      5.66        5.14       5.42         5.02       5.09         4.84
      63           6.02        5.36       5.97       5.33      5.79        5.25       5.51         5.11       5.16         4.91
      64           6.20        5.49       6.13       5.46      5.93        5.37       5.61         5.21       5.21         4.98

      65           6.38        5.64       6.31       5.60      6.07        5.49       5.71         5.31       5.27         5.05
      66           6.58        5.79       6.49       5.75      6.22        5.63       5.81         5.41       5.32         5.12
      67           6.79        5.95       6.69       5.91      6.38        5.76       5.91         5.52       5.38         5.18
      68           7.02        6.13       6.89       6.08      6.53        5.91       6.01         5.63       5.42         5.25
      69           7.26        6.32       7.11       6.26      6.70        6.06       6.11         5.74       5.47         5.31

      70           7.52        6.53       7.35       6.45      6.86        6.23       6.20         5.85       5.51         5.37
      71           7.80        6.75       7.59       6.66      7.03        6.39       6.29         5.96       5.54         5.42
      72           8.09        6.99       7.85       6.89      7.21        6.57       6.38         6.07       5.57         5.47
      73           8.41        7.26       8.12       7.13      7.38        6.75       6.46         6.17       5.60         5.51
      74           8.75        7.54       8.41       7.39      7.55        6.94       6.53         6.28       5.63         5.55

      75           9.12        7.85       8.71       7.66      7.73        7.13       6.61         6.38       5.65         5.59
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       30
<PAGE>

                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
   Adjusted             None                   60                    120                    180                     240
    Age of       ------------------------------------------------------------------------------------------------------------------
   Annuitant       Male       Female     Male       Female     Male       Female       Male       Female      Male        Female
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>        <C>        <C>         <C>        <C>        <C>         <C>         <C>       <C>          <C>
      50           $5.48      $5.12      $5.46       $5.11      $5.41      $5.09       $5.34       $5.06     $5.24        $5.01
      51            5.55       5.17       5.53        5.17       5.48       5.14        5.40        5.11      5.29         5.05
      52            5.63       5.23       5.61        5.23       5.55       5.20        5.46        5.16      5.34         5.10
      53            5.71       5.30       5.69        5.29       5.62       5.26        5.53        5.22      5.40         5.15
      54            5.80       5.37       5.77        5.36       5.70       5.33        5.60        5.27      5.45         5.20

      55            5.89       5.44       5.86        5.43       5.79       5.39        5.67        5.34      5.51         5.25
      56            5.99       5.52       5.96        5.51       5.87       5.47        5.74        5.40      5.56         5.31
      57            6.10       5.60       6.06        5.59       5.97       5.54        5.82        5.47      5.62         5.37
      58            6.21       5.69       6.17        5.67       6.06       5.62        5.90        5.54      5.68         5.42
      59            6.33       5.79       6.29        5.77       6.17       5.71        5.98        5.61      5.74         5.48

      60            6.46       5.89       6.41        5.87       6.28       5.80        6.06        5.69      5.79         5.55
      61            6.60       6.00       6.55        6.97       6.39       5.90        6.15        5.77      5.85         5.61
      62            6.75       6.11       6.69        6.08       6.51       6.00        6.24        5.86      5.91         5.67
      63            6.91       6.23       6.84        6.20       6.64       6.10        6.33        5.95      5.96         5.73
      64            7.09       6.37       7.00        6.33       6.77       6.22        6.42        6.04      6.02         5.80

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

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

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

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


                                       31
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Male and Second Annuitant is Female)
        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- -------------------------------------
                          Second            Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
    Annuitant            Annuitant
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>               <C>              <C>                 <C>                 <C>
        55                  50                 $3.97             $4.35            $4.56               $3.97               $4.42
        55                  55                  4.16              4.54             4.76                4.15                4.54
        55                  60                  4.34              4.76             5.00                4.34                4.64

        60                  65                  4.27              4.73             5.00                4.26                4.83
        60                  60                  4.51              4.99             5.27                4.50                4.98
        60                  65                  4.76              5.29             5.60                4.75                5.13

        65                  60                  4.66              5.25             5.61                4.65                5.39
        65                  65                  4.99              5.61             5.99                4.98                5.60
        65                  70                  5.34              6.03             6.46                5.31                5.81

        70                  65                  5.19              5.97             6.44                5.17                6.14
        70                  70                  5.67              6.49             6.99                5.62                6.47
        70                  75                  6.16              7.10             7.68                6.07                6.77

        75                  70                  5.95              6.96             7.61                5.87                7.20
        75                  75                  6.64              7.73             8.43                6.48                7.68
        75                  80                  7.33              8.62             9.45                7.02                8.13
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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



                                       32
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Female and Second Annuitant is Male)

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- -------------------------------------
                          Second            Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
    Annuitant            Annuitant
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>               <C>               <C>                  <C>                <C>
        55                  50                $4.03             $4.36             $4.55                $4.03              $4.41
        55                  55                 4.16              4.54              4.76                 4.15               4.54
        55                  60                 4.27              4.73              5.00                 4.26               4.83

        60                  55                 4.34              4.76              5.00                 4.34               4.64
        60                  60                 4.51              4.99              5.27                 4.50               4.98
        60                  65                 4.66              5.25              5.61                 4.65               5.39

        65                  60                 4.76              5.29              5.60                 4.75               5.13
        65                  65                 4.99              5.61              5.99                 4.98               5.60
        65                  70                 5.19              5.97              6.44                 5.17               6.14

        70                  65                 5.34              6.03              6.46                 5.31               5.81
        70                  70                 5.67              6.49              6.99                 5.62               6.47
        70                  75                 5.95              6.96              7.61                 5.87               7.20

        75                  70                 6.16              7.10              7.68                 6.07               6.77
        75                  75                 6.64              7.73              8.43                 6.48               7.68
        75                  80                 7.04              8.39              9.29                 6.79               8.70
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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



                                       33
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Male and Second Annuitant is Female)

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- -------------------------------------
                          Second            Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
    Annuitant            Annuitant
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>                 <C>               <C>                  <C>                <C>
        55                  50              $4.88               $5.26             $5.48                $4.88              $5.34
        55                  55               5.04                5.44              5.66                 5.04               5.43
        55                  60               5.21                5.65              5.89                 5.21               5.53

        60                  55               5.15                5.63              5.91                 5.14               5.73
        60                  60               5.37                5.87              6.16                 5.37               5.86
        60                  65               5.61                6.16              6.49                 5.60               6.01

        65                  60               5.52                6.14              6.51                 5.51               6.28
        65                  65               5.83                6.49              6.87                 5.82               6.47
        65                  70               6.17                6.90              7.33                 6.13               6.67

        70                  65               6.04                6.84              7.34                 6.00               7.03
        70                  70               6.49                7.35              7.87                 6.44               7.33
        70                  75               6.97                7.96              8.56                 6.87               7.62

        75                  70               6.77                7.84              8.51                 6.68               8.08
        75                  75               7.45                8.60              9.33                 7.27               8.55
        75                  80               8.14                9.49             10.35                 7.80               8.98
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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



                                       34
<PAGE>


                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Female and Second Annuitant is Male)
        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- -------------------------------------
                          Second            Option 3a          Option 3b          Option 3c           Option 3d          Option 3e
    Annuitant            Annuitant
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>                 <C>               <C>                  <C>                <C>
        55                  50              $4.93               $5.27             $5.46                $4.93              $5.19
        55                  55               5.04                5.44              5.66                 5.04               5.43
        55                  60               5.15                5.63              5.91                 5.14               5.73

        60                  55               5.21                5.65              5.89                 5.21               5.53
        60                  60               5.37                5.87              6.16                 5.37               5.86
        60                  65               5.52                6.14              6.51                 5.51               6.28

        65                  60               5.61                6.16              6.49                 5.60               6.01
        65                  65               5.83                6.49              6.87                 5.82               6.47
        65                  70               6.04                6.84              7.34                 6.00               7.03

        70                  65               6.17                6.90              7.33                 6.13               6.67
        70                  70               6.49                7.35              7.87                 6.44               7.33
        70                  75               6.77                7.84              8.51                 6.68               8.08

        75                  70               6.97                7.96              8.56                 6.87               7.62
        75                  75               7.45                8.60              9.33                 7.27               8.55
        75                  80               7.86                9.28             10.20                 7.57               9.59
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       35
<PAGE>



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


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



             Group Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating


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





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








G-CDA-GP1(4/94)



                            ----------------------------------------------------
                            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)

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

Specifications
- --------------------------------------------------------------------------------
Plan

- --------------------------------------------------------------------------------
Type of Plan

- --------------------------------------------------------------------------------
Contract Holder

- --------------------------------------------------------------------------------
Annuitant

- --------------------------------------------------------------------------------
Contract Number

- --------------------------------------------------------------------------------
Effective Date


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

THE VARIABLE FEATURES OF THE CONTRACT ARE DESCRIBED IN SECTIONS 6 AND 12.

Right to Cancel
- --------------------------------------------------------------------------------

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

Signed at the Home Office on the Effective Date.


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

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


<PAGE>



Table of Contents
                                                                          Page


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

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

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

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

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

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

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

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

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


                                       2
<PAGE>

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

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

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

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

Section 11.  Delay of Payments..............................................18
   Delay of Payments........................................................18

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



                                       3
<PAGE>

Contract Schedule

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

Separate Account                 Variable Account B

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

                                 (a) During the Accumulation Period:

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

                                 (b) During the Annuity Period:

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

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

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

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

Minimum Initial Purchase         $1,500
Payment:

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

Maximum Subsequent Purchase      $500,000 without Home Office approval
Payment:

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

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



                                       4
<PAGE>

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

                                 Years from Receipt of           Deferred
                                 Net Purchase Payment            Sales Charge
                                         0-1                        7%
                                         1-2                        6%
                                         2-3                        5%
                                         3-4                        4%
                                         4-5                        3%
                                         5-6                        2%
                                         6-7                        1%
                                         7+                         0%

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

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

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





<TABLE>
<S>                              <C>                                                <C>
Systematic Withdrawal Option:    (a)  Specified Payment - Maximum Percentage:       10%

                                 (b)  Specified Period - Minimum Period:            10 years

                                 (c)  Specified Percentage - Maximum Percentage:    10%
</TABLE>

Death Benefit Factor:            4%

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

Death Benefit Maximum Age:       85 years

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

Latest Annuity Date:             90th birthday

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

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


                                       5
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

1.11         Contract Holder - The person who purchases this Contract. We
             reserve the right to limit ownership to natural persons. If more
             than one Contract Holder owns the contract, each Contract Holder
             shall be a joint Contract Holder. Any joint Contract Holder must be
             the spouse of the other joint Contract Holder. Joint Contract
             Holders have joint ownership rights and both must authorize any
             exercising of those ownership rights unless otherwise allowed by
             Us.

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

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

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

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

                                       6
<PAGE>

1.16         General Account - The General Account is made up of all of our
             general assets other than those allocated to the separate accounts.

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

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

1.19         Market Value Adjustment - An adjustment to any withdrawal made from
             the AG Account before the end of a guaranteed term as stated in
             Section 7.11.

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

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

1.22         Separate Account - A separate account that buys and holds shares of
             the Fund(s). Income, gains or losses, realized or unrealized, are
             credited or charged to the Separate Account without regard to Our
             other income, gains or losses. We own the assets held in the
             Separate Account and are not a trustee as to such amounts. The
             Separate Account generally is not guaranteed and is held at market
             value. The name of the Separate Account is shown on the Contract
             Schedule. The assets of the Separate Account, to the extent of
             reserves and other Contract liabilities of the Separate Account,
             will not be charged with Our other liabilities.

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

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

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

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

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



                                       7
<PAGE>

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

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

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

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

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

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

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

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

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

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

             (d)      Provide additional funds; or

             (e)      Withdraw Funds

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

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

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

             (a)      Any assignee under an assignment filed at our Home Office;
                      and

             (b)      Any irrevocably named Beneficiary.



                                       8
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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



                                       9
<PAGE>

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

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

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

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

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

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

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

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

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

             The net return rate equals:

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



                                       10
<PAGE>

             (b)      The value of the shares of the Fund held by the Separate
                      Account at the start of the Valuation Period; plus or
                      minus

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

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

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

             The net return rate may be more or less than zero (0) percent.

             The value of a share of the Fund is equal to the net assets of the
             Fund divided by the number of shares outstanding.

6.06         Administrative Charge - We deduct an administrative charge equal,
             on an annual basis, to the amount shown on the Contract Schedule.

6.07         Mortality Risk Charge - We deduct a mortality risk charge equal, on
             an annual basis, to the amount shown on the Contract Schedule.

6.08         Expense Risk Charge - We deduct an expense risk charge equal, on an
             annual basis, to the amount shown on the Contract Schedule.

6.09         Mortality and Expense Guarantee - We guarantee that the dollar
             amount of each Annuity payment after the first will not be affected
             by variations in mortality or expense experience.

Section 7.  AG Account
- --------------------------------------------------------------------------------

7.01         AG Account Guaranteed Interest Rate - All amounts allocated to the
             AG Account earn a rate of interest that is guaranteed for a
             specified period of time. The rate will be credited daily and will
             never be less than the minimum guaranteed interest rate shown on
             the Contract Schedule. We determine the rate and it is not based on
             investment experience.

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

7.02         Deposit Period - A calendar week, a calendar month, a calendar
             quarter, or any other period of time We specify during which Net
             Purchase Payment(s), transfers and reinvestments are accepted into
             the AG Account for one or more guaranteed terms. We reserve the
             right to extend the deposit period.

7.03         Guaranteed Term - The period of time for which AG Account
             guaranteed interest rates are guaranteed on Net Purchase Payments.
             Transfers and reinvestments are made into a current deposit period
             for the AG Account. Such period begins on the day following the
             close of the deposit period and ends on the designated Maturity
             Date. Guaranteed terms, if any, are offered at our discretion for
             various lengths of time ranging up to and including ten years.



                                       11
<PAGE>

             During a deposit period, We may make available any number of
             guaranteed terms. The Contract Holder may allocate Net Purchase
             Payments and transfers into any or all of the available guaranteed
             terms.

7.04         Guaranteed Term(s) Groups - All AG Account guaranteed term(s) with
             the same length of time from the close of the deposit period until
             the designated Maturity Date.

7.05         Maturity Date - The last day of a guaranteed term.

7.06         Allocation of Net Purchase Payments to the AG Account - When the
             Contract Holder wishes to allocate all or any portion of a Net
             Purchase Payment to the Guaranteed Account, he or she must tell Us
             the percentage to apply to one or more of the AG Account guaranteed
             term(s) available during the current deposit period. If no
             allocation instructions are received, a Net Purchase Payment is
             allocated as indicated in the most recent directive from the
             Contract Holder. If the same guaranteed term is not available for
             any amount allocated to the AG Account, We will allocate the amount
             to the next shortest guaranteed term available. If no shorter
             guaranteed term is available, We will allocate it to the next
             longest guaranteed term.

7.07         AG Account Guaranteed Term Maturity Date and Maturity Value - On
             the maturity date, the value of the total of all amounts allocated
             to that guaranteed term is called the maturity value.

             When the Contract Holder has assets in the AG Account, at least
             eighteen (18) days before a maturity date, We notify the Contract
             Holder of the:

             (a)      Projected maturity value; and

             (b)      Guaranteed terms and the applicable guaranteed interest
                      rates available during the current deposit period.

             When no allocation instructions are received and the assets in a
             guaranteed term have been reinvested by Us in another guaranteed
             term on the maturity date, the Contract Holder may transfer or
             withdraw, during the month following the maturity date, the
             reinvested amount with interest earned (as of the date the request
             is received at our Home Office) without incurring a Market Value
             Adjustment. This transaction is allowed only once for each maturity
             date, regardless of whether the transfer or withdrawal is partial
             or full.

7.08         Transfers from the AG Account - A Contract Holder may transfer any
             portion, or all, of an amount in the AG Account to one or more of
             the Funds or to another available guaranteed term. The amount
             withdrawn for any reason before the maturity date is subject to a
             Market Value Adjustment.

7.09         Withdrawals from the AG Account - When the Contract Holder requests
             a withdrawal from the AG Account, if instructions are not provided
             by the Contract Holder, amounts are withdrawn on a pro rata basis
             from the guaranteed term(s) groups in which the Contract Value is
             currently invested. Within a guaranteed term group, the amount to
             be withdrawn will be withdrawn first from the oldest deposit
             period. Except on the maturity date, withdrawals from the AG
             Account will be subject to a Market Value Adjustment.



                                       12
<PAGE>

7.10         Reinvestment - We will mail a notice to the Contract Holder before
             a guaranteed term's maturity date. This notice will contain the
             guaranteed terms available during the current deposit periods with
             their guaranteed interest rate(s) and projected maturity value. If
             no specific direction is given by the Contract Holder prior to the
             maturity date, each maturity value will be reinvested in the
             current deposit period for a guaranteed term of the same duration.
             If a guaranteed term of the same duration is unavailable, each
             matured term value will automatically be reinvested in the current
             deposit period for the next shortest guaranteed term available. If
             no shorter guaranteed term is available, the next longer guaranteed
             term will be used. We will mail a confirmation statement to the
             Contract Holder after the maturity date. This notice will state the
             guaranteed term and guaranteed interest rate(s) which will apply to
             the reinvested matured term value.

7.11         AG Account Market Value Adjustment (Factor) - The Market Value
             Adjustment factor (MVA factor) reflects any change in interest
             rates from the time assets are allocated to the AG Account to the
             time they are transferred or withdrawn. An MVA factor is applied to
             any amount withdrawn or transferred from the AG Account before the
             end of a guaranteed term, including amounts paid in a lump sum
             death benefit or applied to an Annuity Option.

             The amount withdrawn from the AG Account is multiplied by the MVA
             factor which is calculated as follows:


                                                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.

             Determination of MVA factor parameters:

             A yield is computed at the close of the last business day of each
             week of the deposit period. The yield will equal the average of the
             yields on U.S. Treasury Notes which matured during the last three
             months of the applicable guaranteed term.

             The deposit period yield is the average of those yields for the
             deposit period. If withdrawal is made prior to the close of the
             deposit period, it is the average of those yields on each week
             preceding withdrawal.

             The current yield is the average of the yields on the last business
             day of the week preceding withdrawal on the same U.S. Treasury
             Notes included in the deposit period yield.



                                       13
<PAGE>

             If no U.S. Treasury Notes matured during the last three months of
             the guaranteed term, We reserve the right to use the average of the
             yields on U.S. Treasury Notes that mature during a following
             quarter.

Section 8.  Contract Value; Transfers and Withdrawals During the Accumulation
            Period
- --------------------------------------------------------------------------------

8.01         Contract Value - The value of the Contract is determined by adding
             the value of the total of Accumulation Units attributed to the
             selected Fund(s) to the value of any amounts attributed to the AG
             Account.

8.02         Transfers During the Accumulation Period - Before the Annuity Date,
             the Contract Holder may transfer from any Fund or guaranteed term
             of the AG Account to:

             (a)      Any other Fund; or

             (b)      Any guaranteed term of the AG Account available in the
                      current deposit period.

             Transfer requests can be submitted as a percentage or as a dollar
             amount. We may establish a minimum transfer amount. With a
             guaranteed term group, the amount transferred is withdrawn first
             from the oldest deposit period, then from the next oldest, and so
             on until the amount requested is satisfied.

             The Contract Holder may make an unlimited number of transfers
             during the Accumulation Period. The number of free transfers
             allowed is shown on the Contract Schedule. Transfers in excess of
             that number may be subject to the transfer charge shown on the
             Contract Schedule. Transfers of a matured term value from the AG
             Account on or within one calendar month after a guaranteed term's
             maturity date do not count against the annual transfer limit.

             Amounts applied to guaranteed terms of the AG Account may not be
             transferred to the Funds or to another guaranteed term during the
             deposit period or for 90 days after the close of the deposit period
             except for matured term value(s) during the calendar month
             following the guaranteed term's maturity date.

             Transfers from guaranteed terms of the AG Account are subject to a
             Market Value Adjustment.

8.03         Withdrawals During the Accumulation Period - The Contract Holder
             may withdraw all or a portion of the Contract Value during the
             Accumulation Period by properly completing a withdrawal request
             form. Withdrawal requests can be submitted as a percentage or as a
             specific dollar amount. Net Purchase Payment amounts are withdrawn
             first, and then the excess value, if any. For any partial
             withdrawal, if instructions are not provided by the Contract
             Holder, amounts are withdrawn on a pro rata basis from the Fund(s),
             and/or the guaranteed term(s) groups in which the Contract is
             currently invested. Within a guaranteed term group, the amount to
             be withdrawn will be withdrawn first from the oldest deposit
             period, then from the next oldest, and so on until the amount
             requested is satisfied.

             After deduction of the maintenance charge, if applicable, the
             withdrawn amount shall be reduced by the applicable deferred sales
             charge and any applicable premium taxes.



                                       14
<PAGE>

8.04         Deferred Sales Charge - The deferred sales charge only applies to
             the portion of the amount withdrawn attributable to Net Purchase
             Payment(s) and varies according to the elapsed time since receipt
             of the Purchase Payment. The deferred sales charge is shown on the
             Contract Schedule.

8.05         Waiver of Deferred Sales Charge - No deferred sales charge is
             deducted when the Contract Value is paid:

             (a)      To a Beneficiary as a death benefit, except for Purchase
                      Payments made by a surviving joint Contract Holder as
                      described in Section 10.02(b);

             (b)      As a premium for an Annuity Option;

             (c)      At least the number of months, as shown on the Contract
                      Schedule, after the date of the first Purchase Payment and
                      in an amount equal to or less than the percentage of the
                      Contract Value as shown on the Contract Schedule. This
                      applies to the first withdrawal request, partial or full,
                      in a calendar year. The Contract Value is calculated as of
                      the date the withdrawal request is received in good order
                      at our Home Office. This waiver is not available to the
                      Contract Holder while a SWO is in effect;

             (d)      For a full withdrawal where the Contract Value does not
                      exceed the amount shown on the Contract Schedule and no
                      withdrawals have been taken from the Contract within the
                      prior 12 months;

             (e)      For a distribution made by Us under Section 8.06; or

             (f)      For a distribution which is part of a SWO under Section
                      8.07.

             We reserve the right to allow the proceeds of a total withdrawal to
             be reinstated under the terms and conditions as established by Us
             from time to time.

8.06         Payment of Adjusted Contract Value - Upon 90 day's written notice
             to the Contract Holder, We will terminate the Contract if the
             Contract Value becomes less than $1,500 immediately following any
             partial withdrawal. We do not intend to exercise this right in
             cases where the Contract Value is reduced to $1,500 or less solely
             due to investment performance. When We make a distribution pursuant
             to this provision, the deferred sales charge will not be deducted.

8.07         Systematic Withdrawal Option (SWO) - We will allow the Contract
             Holder to establish a schedule of withdrawals to be made
             automatically from the Contract Value. All distributed amounts will
             be withdrawn on a pro rata basis from the Fund(s) and/or the
             guaranteed term(s) groups of the AG Account in which the Contract
             Value is invested.

             The Contract Holder must elect one of the following SWO methods:

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

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


                                       15
<PAGE>

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

             In our discretion, We may require a minimum initial Contract Value
             for election of this option. SWO may be elected by submitting a
             completed and signed election form to Us. Once elected, this option
             may be revoked by submitting a written request to Us. SWO may be
             elected only once by the Contract Holder or by a spousal
             Beneficiary.

             The Contract Holders should consult his/her tax adviser prior to
             requesting this distribution option. We are not responsible for any
             adverse tax consequences due to a Contract Holder's receiving SWO
             payments. A ten (10) percent penalty tax may apply to distributions
             to a Contract Holder who has not reached age 59-1/2. Upon death of
             the Contract Holder, any payments will be made under the terms of
             Section 10.

Section 9.  Maintenance Charge
- --------------------------------------------------------------------------------

9.01         Maintenance Charge - We will deduct an annual maintenance charge as
             shown in the Contract Schedule from the Contract Value during the
             Accumulation Period. We will deduct the maintenance charge on the
             anniversary of the Effective Date of the Contract. This maintenance
             charge is also deducted upon withdrawal of the entire Adjusted
             Contract Value. The maintenance charge is deducted proportionately
             from each investment option used.

Section 10.  Proceeds Payable on Death
- --------------------------------------------------------------------------------

10.01        Death of the Contract Holder Prior to the Annuity Date - In the
             event of the death of the Contract Holder or a joint Contract
             Holder prior to the Annuity Date, a death benefit is payable to the
             Beneficiary(ies) designated by the Contract Holder. Upon the death
             of a joint Contract Holder, the surviving joint Contract Holder, if
             any, will be treated as the designated Beneficiary. Any other
             Beneficiary designation on record with Us at the time of death will
             be treated as a contingent Beneficiary.

             A Beneficiary may request We pay the death benefit under one of the
             options described in Section 10.03. If the Beneficiary is the
             spouse of the Contract Holder, he or she may elect to continue the
             Contract in his or her own name and exercise all the Contract
             Holder's rights under the Contract.

10.02        Death Benefit Amount Prior to the Annuity Date

             (a)      Except as set forth in Section 10.02(b), the amount of the
                      guaranteed death benefit value is equal to the greater of:

                      (i)      The Contract Value at the end of the Valuation
                               Period during which We receive at our Home Office
                               due proof of death and election of the type of
                               payment to be made; or

                                       16
<PAGE>

                      (ii)     The death benefit determined as of the Valuation
                               Period corresponding to the date of death.

                               Until the first Effective Date anniversary, the
                               death benefit is equal to the Purchase Payments
                               made by the Contract Holder prior to the
                               Effective Date anniversary less any withdrawals
                               and any amounts applied to an Annuity Option.

                               For each Contract year thereafter, the death
                               benefit during the Contract year equals the death
                               benefit at the beginning of the Contract year
                               plus Purchase Payments made during the year less
                               any withdrawals and any amounts applied to an
                               Annuity Option.

                               On each Effective Date anniversary, the death
                               benefit is determined as follows:

                               (A)      The death benefit on the previous
                                        Effective Date anniversary increased by
                                        the death benefit factor shown on the
                                        Contract Schedule; plus

                               (B)      Purchase Payments made by the Contract
                                        Holder during the Contract year
                                        increased by the death benefit factor
                                        shown on the Contract Schedule for the
                                        portion of the year since the Purchase
                                        Payment was made; less

                               (C)      Any withdrawals or amounts applied to an
                                        Annuity Option during the Contract year
                                        increased by the death benefit factor
                                        shown on the Contract Schedule for the
                                        portion of the Contract year since the
                                        withdrawal or election of Annuity
                                        option; or

                      (iii)    The Contract Value on the most recent seventh
                               year anniversary of the Effective Date plus any
                               Purchase Payments made after such Effective Date
                               anniversary less any withdrawals and any amounts
                               applied to an Annuity Option.

                      Notwithstanding the foregoing, the death benefit under
                      (ii) or (iii) will not exceed the death benefit maximum
                      amount shown on the Contract Schedule.

                      The death benefit calculation described in (ii) and (iii)
                      above, applies until the Contract Holder reaches the death
                      benefit maximum age shown on the Contract Schedule.
                      Thereafter, the death benefit is only adjusted for
                      Purchase Payments, withdrawals and amounts applied to
                      Annuity Options. If the Contract Holder reaches the death
                      benefit maximum age shown on the Contract Schedule prior
                      to the seventh anniversary of the Effective Date, the
                      death benefit will be the greater of (i) or (ii) above.

                      The excess, if any, of the guaranteed death benefit value
                      over the Contract Value is determined when we receive at
                      our Home Office due proof of death and allocated to the
                      Fund shown on the Contract Schedule. The Contract Value
                      plus any excess amount deposited becomes the Contract
                      Value.

             (b)      In the case of a Beneficiary of a surviving joint Contract
                      Holder who continued the Contract in his or her own name,
                      the death benefit shall be equal to (a)(i) above less any
                      applicable deferred sales charge on any Purchase Payment
                      made after We have received at our Home Office due proof
                      of death of the first joint Contract Holder.



                                       17
<PAGE>

10.03        Death Benefit Payment Method - A non-spousal Beneficiary must elect
             the death benefit to be paid under one of the following methods in
             the event of the death of the Contract Holder prior to the Annuity
             Date:

             Method 1 - Lump sum payment of the death benefit; or

             Method 2 - The payment of the entire death benefit within (5) years
             of the date of the Contract Holder's death; or

             Method 3 - Payment of the death benefit over the lifetime of the
             designated Beneficiary or over a period not extending beyond the
             life expectancy of the designated Beneficiary with distribution
             beginning within one year of the date of death of the Contract
             Holder.

             Any portion of the death benefit not applied under Option 3 within
             one year of the date of Contract Holder's death, must be
             distributed within five (5) years of the date of death. A Market
             Value Adjustment will apply at the time the death benefit is paid.

             A spousal Beneficiary may elect to continue the Contract in his or
             her name, elect a lump sum payment of the death benefit or apply
             the Adjusted Contract Value to an Annuity Option.

10.04        Death of Contract Holder On or After the Annuity Date - If the
             Contract Holder, who is not the Annuitant, dies on or after the
             Annuity Date, the remaining payments under the Annuity Option
             elected will be made to the Beneficiary at least as rapidly as
             under the method of distribution in effect at the Contract Holder's
             death.

10.05        Death of the Annuitant - If the Annuitant, who is not a Contract
             Holder, dies on or before the Annuity Date, a new Annuitant may be
             named. If no Annuitant is named, the Contract Holder will be the
             Annuitant. If the Annuitant dies after the Annuity Date, the death
             benefit, if any, will be payable to the Beneficiary as specified in
             the Annuity Option elected. We will require proof of the
             Annuitant's death. Death benefits will be paid at least as rapidly
             as under the method of distribution in effect at the Annuitant's
             death.

Section 11.  Delay of Payments
- --------------------------------------------------------------------------------

11.01        Delay of Payments - We will make any payments under this Contract
             within seven days after a request is received in good order. We
             reserve the right to suspend or postpone any type of payment from
             the Separate Account for any period when:

             (a)      The New York Stock Exchange is closed for other than
                      customary weekend and holiday closings;

             (b)      Trading on the Exchange is restricted;

             (c)      An emergency exists as a result of which it is not
                      reasonably practicable to dispose of securities held in
                      the Separate Account or determine their value; or

             (d)      The Securities and Exchange Commission so permits delay
                      for the protection of security holders.

             The applicable rules of the Securities and Exchange Commission will
             govern as to whether the conditions in (b) or (c) exist.



                                       18
<PAGE>

             We also reserve the right to delay any type of payment from the AG
             Account for up to six (6) months.

Section 12.  Annuity Provisions
- --------------------------------------------------------------------------------

12.01        Designation of Annuitant - The Contract Holder and the Annuitant
             need not be the same person. The Contract Holder names the
             Annuitant and during the Accumulation Period, may change the
             designated Annuitant. We change the Annuitant when We receive a
             written request in good order at our Home Office. We will not
             change the Annuitant when Annuity payments have commenced.

             The Contract Holder elects an Annuity Option by telling Us to use
             all or any portion of the Contract Value (minus any applicable
             premium taxes if not previously deducted) to purchase Annuity
             payments under an Annuity Option.

             When an Annuity Option is chosen the Contract Holder must designate
             a:

             (a)      Fixed Annuity using the General Account;

             (b)      Variable Annuity using any of the Funds available during
                      the Annuity Period; or

             (c)      Combination of (a) and (b).

             If a fixed Annuity is chosen, We will calculate the amount using an
             interest assumption no less than the percentage specified on the
             Contract Schedule. We may calculate the amount using a higher
             interest rate.

             If a variable Annuity is chosen, an Assumed Annual Net Return Rate
             of 5% may be chosen. If not chosen, We will use an Assumed Annual
             Net Return Rate of 3.5%.

             Payments are made on a monthly basis to the Contract Holder unless
             the Contract Holder requests a different mode of payment.

             Once elected, an Annuity Option may not be revoked, except for
             Option 1 when elected on a variable basis.

12.02        Terms of Annuity Option - The minimum first payment amount must be
             at least $50 per month and at least $250 per year.

             If the Contract Holder elects a fixed Annuity and We determine that
             the Contract Holder would receive larger payments by applying the
             Contract Value, reduced by the deferred sales charge, to a single
             premium immediate Annuity currently offered by Us, We will make the
             larger payments.

             We determine the first payment of a variable Annuity, or the
             payment amount of a fixed Annuity, using the Annuitant's (and
             second Annuitant's if applicable) adjusted age which We calculate
             as follows:



                                       19
<PAGE>

             (a)      If Annuity payments begin any time between July 1, 1992
                      and December 31, 1999, the adjusted age is the Annuitant's
                      age as of the birthday closest in time to the Annuity Date
                      reduced by one (1) year.

             (b)      If the Annuity begins any time between January 1, 2000 and
                      December 31, 2009, the adjusted age is the Annuitant's age
                      as of the birthday closest in time to the Annuity Date
                      reduced by two (2) years.

             (c)      For each succeeding decade, the adjusted age is the
                      Annuitant's age as determined in (b), reduced by one
                      additional year.

             The Annuity rates for Options 2 and 3 are based on mortality from
             1983 Table A.

             Assumed Annual Net Return Rate is the interest rate used to
             determine the amount of the first Annuity payment under a variable
             Annuity. The Separate Account must earn this rate plus enough to
             cover the mortality and expense risks charges (which may include
             profit) and administrative charges if future variable Annuity
             payments are to remain level.

             The Contract Holder must give written notice to Us at least 30 days
             before the Annuity payments begin, electing or changing:

             (a)      The date on which Annuity payments are to begin;

             (b)      The Annuity Option;

             (c)      Whether the payments are to be made monthly, quarterly,
                      semiannually or annually;

             (d)      The investment options used to provide Annuity payments.

             The first Annuity payment may not be earlier than one (1) calendar
             year after the initial Purchase Payment, nor later than the later
             of the:

             (a)      First day of the month following the Annuitant's birthday
                      shown on the Contract Schedule; or

             (b)      Tenth anniversary of the last Purchase Payment. In lieu of
                      the election of an Annuity, the Contract Holder may
                      request a lump sum payment.

12.03        Annuity Unit - The number of Annuity Units per Fund is based on the
             amount of the first variable Annuity payment which is equal to:

             (a)      The portion of the Contract Value (minus any premium
                      taxes) applied to pay a variable Annuity; divided by,

             (b)      1000; multiplied by,

             (c)      The payment rate for the Annuity Option chosen.

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

12.04        Annuity Unit Value - For any Valuation Period, a Fund's Annuity
             Unit value is equal to:



                                       20
<PAGE>

             (a)      The value for the previous Valuation Period; multiplied
                      by,

             (b)      The Annuity Net Return Factor for the Valuation Period;
                      multiplied by,

             (c)      A daily factor to reflect the Assumed Annual Net Return
                      Rate (the factor for 3.5% per year is .9999058; for 5% per
                      year it is .9998663).

             The dollar value of a Fund(s) Annuity Unit values and payments may
             go up or down due to investment gain or loss.

12.05        Annuity Net Return Factor - The Annuity net return factor is used
             to compute all Separate Account Annuity payments for any Fund.

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

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

             (b)      The value of the shares of the Fund held by the Separate
                      Account at the start of the Valuation Period; plus or
                      minus,

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

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

             (e)      A daily actuarial charge as shown of the Contract Schedule
                      for Annuity mortality and expense risks and profit and a
                      daily administrative charge which will not exceed the
                      administrative charge as shown on the Contract Schedule.

             The net return rate may be more or less than zero (0) percent.

             The value of a share of the Fund is equal to the net assets of the
             Fund divided by the number of shares outstanding.

12.06        Annuity Options

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

             If payments for this Annuity Option are made under a variable
             Annuity, the present value of any remaining payments may be
             withdrawn at any time.

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

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



                                       21
<PAGE>

             (a)      100% of the payment to continue after the first death;

             (b)      66-2/3% of the payment to continue after the first death;

             (c)      50% of the payment to continue after the first death;

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

             (e)      100% of the payment to continue at the death of the second
                      Annuitant and 50% of the payment to continue at the death
                      of the Annuitant.

             We may make other options available as allowed by law.



                                       22
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

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

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

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



                                       23
<PAGE>


                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
   Adjusted
    Age of               None                     60                    120                    180                     240
- ------------------------------------------------------------------------------------------------------------------------------------
   Annuitant       Male       Female       Male       Female     Male       Female       Male       Female      Male        Female
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>         <C>         <C>       <C>         <C>        <C>          <C>        <C>          <C>
      50          $4.27       $3.90       $4.26       $3.90     $4.22       $3.89      $4.17        $3.86      $4.08        $3.82
      51           4.34        3.97        4.33        3.96      4.30        3.95       4.23         3.92       4.14         3.88
      52           4.43        4.03        4.41        4.03      4.37        4.01       4.30         3.98       4.20         3.93
      53           4.51        4.10        4.50        4.10      4.45        4.08       4.37         4.04       4.26         3.99
      54           4.60        4.18        4.59        4.17      4.54        4.15       4.45         4.11       4.32         4.04

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

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

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

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

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

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


                                       24
<PAGE>


                                    OPTION 3

                           Life Income for Two Payees

                 Amount of First Monthly Payment for Each $1,000
                 After Deduction of any Charge for Premium Taxes
               (Annuitant is Male and Second Annuitant is Female)
         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
                         Second
    Annuitant           Annuitant           Option 3a         Option 3b          Option 3c           Option 3d         Option 3e
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>              <C>                 <C>                <C>               <C>
        55                  50                $3.69            $4.05               $4.27              $3.69             $4.13
        55                  55                 3.88             4.25                4.47               3.87              4.25
        55                  60                 3.06             4.47                4.71               4.06              4.36

        60                  55                 3.99             4.44                4.71               3.98              4.55
        60                  60                 4.24             4.71                4.99               4.23              4.70
        60                  65                 4.49             5.01                5.32               4.48              4.85

        65                  60                 4.38             4.97                5.32               4.38              5.10
        65                  65                 4.72             5.33                5.70               4.71              5.32
        65                  70                 5.07             5.75                6.17               5.05              5.54

        70                  65                 4.93             5.68                6.15               4.91              5.86
        70                  70                 5.40             6.21                6.70               5.36              6.18
        70                  75                 5.89             6.82                7.40               5.81              6.49

        75                  70                 5.69             6.68                7.32               5.62              6.92
        75                  75                 6.37             7.45                8.15               6.23              7.40
        75                  80                 7.07             8.34                9.16               6.78              7.85
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       25
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Female and Second Annuitant is Male)

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
                         Second
    Annuitant           Annuitant           Option 3a         Option 3b          Option 3c           Option 3d         Option 3e
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>              <C>                <C>                   <C>              <C>
        55                  50                $3.75            $4.07              $4.26                 $3.75            $3.98
        55                  55                 3.88             4.25               4.47                  3.87             4.06
        55                  60                 3.99             4.44               4.71                  3.98             4.12

        60                  55                 4.06             4.47               4.71                  4.06             4.37
        60                  60                 4.24             4.71               4.99                  4.23             4.47
        60                  65                 4.38             4.97               5.32                  4.38             4.54

        65                  60                 4.49             5.01               5.32                  4.48             4.89
        65                  65                 4.72             5.33               5.70                  4.71             5.02
        65                  70                 4.93             5.68               6.15                  4.91             5.14

        70                  65                 5.07             5.75               6.17                  5.05             5.60
        70                  70                 5.40             6.21               6.70                  5.36             5.79
        70                  75                 5.69             6.68               7.32                  5.62             5.96

        75                  70                 5.89             6.83               7.40                 5.81              6.63
        75                  75                 6.37             7.45               8.15                 6.23              6.92
        75                  80                 6.78             8.11               8.99                 6.54              7.15
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       26
<PAGE>

                                    OPTION 1

                      Payments for a Stated Period of Time

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

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

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



                                       27
<PAGE>


                                    OPTION 1

                      Payments for a Stated Period of Time

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

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

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



                                       28
<PAGE>

                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
   Adjusted
    Age of               None                     60                    120                    180                     240
- ------------------------------------------------------------------------------------------------------------------------------------
   Annuitant       Male       Female       Male       Female     Male       Female       Male       Female      Male        Female
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                <C>        <C>          <C>         <C>       <C>        <C>          <C>        <C>         <C>          <C>
      50           $4.56      $4.20        $4.55       $4.19     $4.51      $4.18        $4.45      $4.15       $4.36        $4.11
      51            4.64       4.26         4.62        4.25      4.58       4.24         4.51       4.21        4.42         4.16
      52            4.72       4.32         4.70        4.32      4.66       4.30         4.58       4.26        4.48         4.21
      53            4.80       4.39         4.79        4.38      4.74       4.36         4.65       4.32        4.53         4.27
      54            4.89       4.46         4.87        4.46      4.82       4.43         4.73       4.39        4.59         4.32

      55            4.99       4.54         4.97        4.53      4.91       4.50         4.80       4.46        4.65         4.38
      56            5.09       4.62         5.07        4.61      5.00       4.58         4.88       4.53        4.72         4.44
      57            5.20       4.71         5.17        4.70      5.10       4.66         4.96       4.60        4.78         4.50
      58            5.32       4.80         5.29        4.79      5.20       4.75         5.05       4.68        4.84         4.57
      59            5.44       4.90         5.41        4.88      5.31       4.84         5.14       4.76        4.91         4.63

      60            5.57       5.00         5.53        4.99      5.42       4.93         5.23       4.84        4.97         4.70
      61            5.71       5.11         5.67        5.09      5.54       5.03         5.32       4.93        5.03         4.77
      62            5.86       5.23         5.81        5.21      5.66       5.14         5.42       5.02        5.09         4.84
      63            6.02       5.36         5.97        5.33      5.79       5.25         5.51       5.11        5.16         4.91
      64            6.20       5.49         6.13        5.46      5.93       5.37         5.61       5.21        5.21         4.98

      65            6.38       5.64         6.31        5.60      6.07       5.49         5.71       5.31        5.27         5.05
      66            6.58       5.79         6.49        5.75      6.22       5.63         5.81       5.41        5.32         5.12
      67            6.79       5.95         6.69        5.91      6.38       5.76         5.91       5.52        5.38         5.18
      68            7.02       6.13         6.89        6.08      6.53       5.91         6.01       5.63        5.42         5.25
      69            7.26       6.32         7.11        6.26      6.70       6.06         6.11       5.74        5.47         5.31

      70            7.52       6.53         7.35        6.45      6.86       6.23         6.20       5.85        5.51         5.37
      71            7.80       6.75         7.59        6.66      7.03       6.39         6.29       5.96        5.54         5.42
      72            8.09       6.99         7.85        6.89      7.21       6.57         6.38       6.07        5.57         5.47
      73            8.41       7.26         8.12        7.13      7.38       6.75         6.46       6.17        5.60         5.51
      74            8.75       7.54         8.41        7.39      7.55       6.94         6.53       6.28        5.63         5.55

      75            9.12       7.85         8.71        7.66      7.73       7.13         6.61       6.38        5.65         5.59
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       29
<PAGE>

                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
   Adjusted
    Age of               None                     60                    120                    180                     240
- ------------------------------------------------------------------------------------------------------------------------------------
   Annuitant       Male       Female       Male       Female     Male       Female       Male       Female      Male        Female
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>        <C>         <C>         <C>       <C>         <C>         <C>         <C>         <C>         <C>
      50            $5.48      $5.12       $5.46       $5.11     $5.41       $5.09       $5.34       $5.06       $5.24       $5.01
      51             5.55       5.17        5.53        5.17      5.48        5.14        5.40        5.11        5.29        5.05
      52             5.63       5.23        5.61        5.23      5.55        5.20        5.46        5.16        5.34        5.10
      53             5.71       5.30        5.69        5.29      5.62        5.26        5.53        5.22        5.40        5.15
      54             5.80       5.37        5.77        5.36      5.70        5.33        5.60        5.27        5.45        5.20

      55             5.89       5.44        5.86        5.43      5.79        5.39        5.67        5.34        5.51        5.25
      56             5.99       5.52        5.96        5.51      5.87        5.47        5.74        5.40        5.56        5.31
      57             6.10       5.60        6.06        5.59      5.97        5.54        5.82        5.47        5.62        5.37
      58             6.21       5.69        6.17        5.67      6.06        5.62        5.90        5.54        5.68        5.42
      59             6.33       5.79        6.29        5.77      6.17        5.71        5.98        5.61        5.74        5.48

      60             6.46       5.89        6.41        5.87      6.28        5.80        6.06        5.69        5.79        5.55
      61             6.60       6.00        6.55        6.97      6.39        5.90        6.15        5.77        5.85        5.61
      62             6.75       6.11        6.69        6.08      6.51        6.00        6.24        5.86        5.91        5.67
      63             6.91       6.23        6.84        6.20      6.64        6.10        6.33        5.95        5.96        5.73
      64             7.09       6.37        7.00        6.33      6.77        6.22        6.42        6.04        6.02        5.80

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

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

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

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


                                       30
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Male and Second Annuitant is Female)
        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
                         Second
    Annuitant           Annuitant           Option 3a         Option 3b          Option 3c           Option 3d         Option 3e
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>               <C>              <C>                 <C>                 <C>
        55                  50                 $3.97             $4.35            $4.56               $3.97               $4.42
        55                  55                  4.16              4.54             4.76                4.15                4.54
        55                  60                  4.34              4.76             5.00                4.34                4.64

        60                  55                  4.27              4.73             5.00                4.26                4.83
        60                  60                  4.51              4.99             5.27                4.50                4.98
        60                  65                  4.76              5.29             5.60                4.75                5.13

        65                  60                  4.66              5.25             5.61                4.65                5.39
        65                  65                  4.99              5.61             5.99                4.98                5.60
        65                  70                  5.34              6.03             6.46                5.31                5.81

        70                  65                  5.19              5.97             6.44                5.17                6.14
        70                  70                  5.67              6.49             6.99                5.62                6.47
        70                  75                  6.16              7.10             7.68                6.07                6.77

        75                  70                  5.95              6.96             7.61                5.87                7.20
        75                  75                  6.64              7.73             8.43                6.48                7.68
        75                  80                  7.33              8.62             9.45                7.02                8.13
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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



                                       31
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Female and Second Annuitant is Male)

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
                         Second
    Annuitant           Annuitant           Option 3a         Option 3b          Option 3c           Option 3d         Option 3e
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>               <C>               <C>               <C>                  <C>                <C>
        55                  50                $4.03             $4.36             $4.55                $4.03              $4.41
        55                  55                 4.16              4.54              4.76                 4.15               4.54
        55                  60                 4.27              4.73              5.00                 4.26               4.83

        60                  55                 4.34              4.76              5.00                 4.34               4.64
        60                  60                 4.51              4.99              5.27                 4.50               4.98
        60                  65                 4.66              5.25              5.61                 4.65               5.39

        65                  60                 4.76              5.29              5.60                 4.75               5.13
        65                  65                 4.99              5.61              5.99                 4.98               5.60
        65                  70                 5.19              5.97              6.44                 5.17               6.14

        70                  65                 5.34              6.03              6.46                 5.31               5.81
        70                  70                 5.67              6.49              6.99                 5.62               6.47
        70                  75                 5.95              6.96              7.61                 5.87               7.20

        75                  70                 6.16              7.10              7.68                 6.07               6.77
        75                  75                 6.64              7.73              8.43                 6.48               7.68
        75                  80                 7.04              8.39              9.29                 6.79               8.70
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       32
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Male and Second Annuitant is Female)

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
                         Second
    Annuitant           Annuitant           Option 3a         Option 3b          Option 3c           Option 3d         Option 3e
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>                 <C>               <C>                  <C>                <C>
        55                  50              $4.88               $5.26             $5.48                $4.88              $5.34
        55                  55               5.04                5.44              5.66                 5.04               5.43
        55                  60               5.21                5.65              5.89                 5.21               5.53

        60                  55               5.15                5.63              5.91                 5.14               5.73
        60                  60               5.37                5.87              6.16                 5.37               5.86
        60                  65               5.61                6.16              6.49                 5.60               6.01

        65                  60               5.52                6.14              6.51                 5.51               6.28
        65                  65               5.83                6.49              6.87                 5.82               6.47
        65                  70               6.17                6.90              7.33                 6.13               6.67

        70                  65               6.04                6.84              7.34                 6.00               7.03
        70                  70               6.49                7.35              7.87                 6.44               7.33
        70                  75               6.97                7.96              8.56                 6.87               7.62

        75                  70               6.77                7.84              8.51                 6.68               8.08
        75                  75               7.45                8.60              9.33                 7.27               8.55
        75                  80               8.14                9.49             10.35                 7.80               8.98
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       33
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Female and Second Annuitant is Male)
        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
            Adjusted Ages
- --------------------------------------
                         Second
    Annuitant           Annuitant           Option 3a         Option 3b          Option 3c           Option 3d         Option 3e
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>                 <C>               <C>                  <C>                <C>
        55                  50              $4.93               $5.27             $5.46                $4.93              $5.19
        55                  55               5.04                5.44              5.66                 5.04               5.43
        55                  60               5.15                5.63              5.91                 5.14               5.73

        60                  55               5.21                5.65              5.89                 5.21               5.53
        60                  60               5.37                5.87              6.16                 5.37               5.86
        60                  65               5.52                6.14              6.51                 5.51               6.28

        65                  60               5.61                6.16              6.49                 5.60               6.01
        65                  65               5.83                6.49              6.87                 5.82               6.47
        65                  70               6.04                6.84              7.34                 6.00               7.03

        70                  65               6.17                6.90              7.33                 6.13               6.67
        70                  70               6.49                7.35              7.87                 6.44               7.33
        70                  75               6.77                7.84              8.51                 6.68               8.08

        75                  70               6.97                7.96              8.56                 6.87               7.62
        75                  75               7.45                8.60              9.33                 7.27               8.55
        75                  80               7.86                9.28             10.20                 7.57               9.59
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       34
<PAGE>




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


                    Aetna 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.





I-CDA-GP1(4/94)


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

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

- --------------------------------------------------------------------------------
Certificate of Group Annuity Coverage

Aetna certifies that an account is established for you under the Group Annuity
Contract and Certificate numbers shown below.

This certificate describes Group Annuity Contract provisions. It replaces any
and all prior certificates or endorsements issued to you under the stated
Contract and Certificate numbers. This Certificate is for information only and
is not a part of the Contract.

THE VARIABLE FEATURES OF THE GROUP CONTRACT ARE DESCRIBED IN SECTIONS 6 AND 12.

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

Right to Cancel

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

Signed at the Home Office on the Effective Date.

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


- --------------------------------------------------------------------------------
Contract Holder                       Group Annuity Contract Number

- --------------------------------------------------------------------------------
Certificate Holder                    Certificate Number

- --------------------------------------------------------------------------------
Annuitant Name                        Type of Plan



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


<PAGE>



                                                                            Page

Table of Contents

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

Contract Schedule..............................................................4
         Separate Account......................................................4
         ALIAC Guaranteed Account (AG Account).................................4
         Separate Account and AG Account.......................................4
         Fixed Annuity.........................................................6

Section 1.      Definitions....................................................7

Section 2.      General Provisions.............................................9
         The Contract..........................................................9
         Certificates..........................................................9
         Nonparticipating Contract.............................................9
         Misstatements and Adjustments.........................................9
         Reports...............................................................9
         Premium Taxes.........................................................9
         Protection of Proceeds................................................9
         Evidence of Survival..................................................9
         Proof of Age..........................................................9
         Change of Contract....................................................9

Section 3.      Ownership.....................................................10
         Group Contract Holder................................................10
         Certificate Holder Rights............................................10
         Transfer of Ownership................................................11

Section 4.      Beneficiary Provisions........................................11
         Beneficiary..........................................................11
         Change of Beneficiary................................................11
         Death of Beneficiary.................................................11

Section 5.      Purchase Payments.............................................11
         Purchase Payments....................................................11
         Allocation of Purchase Payments......................................11

Section 6.      Separate Account..............................................12
         General..............................................................12
         Investment Allocations to the Separate Account.......................12
         Valuation of Assets..................................................12
         Accumulation Unit....................................................12
         Net Return Factor for Each Valuation Period..........................12
         Administrative Charge................................................13
         Mortality Risk Charge................................................13
         Expense Risk Charge..................................................13
         Mortality and Expense Guarantee......................................13



                                       2
<PAGE>



Section 7.      AG Account....................................................13
         AG Account Guaranteed Interest Rate..................................13
         Deposit Period.......................................................13
         Guaranteed Term......................................................14
         Guaranteed Term(s) Groups............................................14
         Maturity Date........................................................14
         Allocation of Net Purchase Payments to the AG Account................14
         AG Account Guaranteed Term Maturity Date and Maturity Value..........14
         Transfers from the AG Account........................................14
         Withdrawals from the AG Account......................................15
         Reinvestment.........................................................15
         AG Account Market Value Adjustment (Factor)..........................15

Section 8.      Certificate Holder's Account Value; Transfers and
                Withdrawals During the Accumulation Period ...................16
         Certificate Holder's Account Value...................................16
         Transfers During the Accumulation Period.............................16
         Withdrawals During the Accumulation Period...........................17
         Deferred Sales Charge................................................17
         Waiver of Deferred Sales Charge......................................17
         Payment of Adjusted Certificate Holder Account Value.................17
         Systematic Withdrawal Option (SWO)...................................18

Section 9.      Maintenance Charge............................................18
         Maintenance Charge...................................................18

Section 10.     Proceeds Payable on Death.....................................19
         Death of the Certificate Holder Prior to the Annuity Date............19
         Death Benefit Amount Prior to the Annuity Date.......................19
         Death Benefit Payment Methods........................................20
         Death of Certificate Holder On or After the Annuity Date.............21
         Death of the Annuitant...............................................21

Section 11.     Delay of Payments.............................................21
         Delay of Payments....................................................21

Section 12.     Annuity Provisions............................................21
         Designation of Annuitant.............................................21
         Terms of Annuity Options.............................................22
         Annuity Unit.........................................................23
         Annuity Unit Value...................................................23
         Annuity Net Return Factor............................................23
         Annuity Options......................................................24





                                       3
<PAGE>

Contract Schedule

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

Separate Account:               Variable Account B

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

                                (a)  During the Accumulation Period:

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

                                (b)  During the Annuity Period

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

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

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

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

Minimum Initial Purchase        $1,500
Payment:

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

Maximum Subsequent              $500,000 without Home Office approval
Purchase Payment:

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



                                       4
<PAGE>

Maintenance Charge:             The annual maintenance charge is $30. If the
                                Certificate Holder's Account is $50,000 or more
                                on the date the maintenance charge is to be
                                deducted, the maintenance charge is $0.

Deferred Sales Charge:          For each withdrawal from a Certificate Holder's
                                Account, a deferred sales charge for each Net
                                Purchase Payment will be determined as follows:

                                    Years from Receipt of       Deferred
                                     Net Purchase Payment       Sales Charge

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

Waiver of Deferred              Section 8.05 provides for the following:
Sales Charge:
                                (c)     At least 12 months after the date of the
                                        first Purchase Payment in an amount
                                        equal to or less than 15% of the
                                        Certificate Holder's Account Value.

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

<TABLE>
<S>                             <C>                                                              <C>
Systematic Withdrawal Option:   (a)     Specified Payment - Maximum Percentage:                  10%

                                (b)     Specified Period - Minimum Period:                       10 years

                                (c)     Specified Percentage - Maximum Percentage:               10%
</TABLE>

Death Benefit Factor:           4%

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

Death Benefit                   85 years
Maximum Age:

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

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



                                       5
<PAGE>

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

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








                                       6
<PAGE>


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

1.01         Accumulation Period - The period during which one or more Net
             Purchase Payments applied to a Certificate Holder's Account
             accumulate to provide future Annuity payments.

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

1.03         Adjusted Certificate Holder Account Value - The Certificate
             Holder's Account Value, plus or minus any aggregate AG Account
             Market Value Adjustment.

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

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

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

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

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

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

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

1.11         Certificate - The document issued to a Certificate Holder to
             evidence a Certificate Holder's Account established under the group
             Contract.

1.12         Certificate Holder - A person who has established a Certificate
             Holder's Account under a group Contract. We reserve the right to
             limit ownership to natural persons. If more than one Certificate
             Holder owns an Account, each Certificate Holder shall be a joint
             Certificate Holder. Any joint Certificate Holder must be the spouse
             of the other joint Certificate Holder. Joint Certificate Holders
             have joint ownership rights and both must authorize any exercising
             of those ownership rights unless otherwise allowed by Us.

1.13         Certificate Holder's Account - A record We establish for each
             Certificate Holder to maintain values under a group Contract.



                                       7
<PAGE>

1.14         Certificate Holder's Account Value - The dollar value as of any
             Valuation Period of all amounts accumulated in a Certificate
             Holder's Account.

1.15         Contract - This agreement between the Group Contract Holder and Us.

1.16         Effective Date - The date a Certificate is issued to a Certificate
             Holder.

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

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

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

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

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

1.22         Market Value Adjustment - An adjustment to any withdrawal made from
             the AG Account before the end of a guaranteed term as stated in
             Section 7.11.

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

1.24         Purchase Payment - The gross payment accepted by Us and allocated
             to the Certificate Holder's Account. We reserve the right to refuse
             to accept any Purchase Payment at any time for any reason.

1.25         Separate Account - A separate account that buys and holds shares of
             the Fund(s). Income, gains or losses, realized or unrealized, are
             credited or charged to the Separate Account without regard to Our
             other income, gains or losses. We own the assets held in the
             Separate Account and are not a trustee as to such amounts. The
             Separate Account generally is not guaranteed and is held at market
             value. The name of the Separate Account is shown on the Contract
             Schedule. The assets of the Separate Account, to the extent of
             reserves and other Contract liabilities of the Separate Account,
             will not be charged with Our other liabilities.

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



                                       8
<PAGE>

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

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

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

2.02         Certificates - A Certificate is issued to each Certificate Holder
             whose Purchase Payment(s) is accepted by Us. The Certificate
             evidences a Certificate Holder's Account established under the
             Contract. Certificates are not part of the Contract.

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

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

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

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

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

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

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

2.10         Change of Contract - Only our authorized officers may change the
             terms of this Contract. We will notify the Group Contract Holder in
             writing at least 30 days before the effective date of any change.
             Any change will not affect the amount or terms of any Annuity which
             begins before the change.



                                       9
<PAGE>

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

             We reserve the right to change the terms of the Systematic
             Withdrawal Option for future elections and discontinue the
             availability of this option.

             Any change to any of the following provisions under this Contract
             will not apply to Certificate Holder's Accounts in existence before
             the effective date of the change:

             (a)     Net Purchase Payment (1.23)
             (b)     AG Account Guaranteed Interest Rate (7.01)
             (c)     Net Return Factor (6.05)
             (d)     Certificate Holder's Account Value (1.14)
             (e)     Deferred Sales Charge (8.04)
             (f)     Annuity Unit Value (12.04)
             (g)     Annuity Options (12.06)
             (h)     Fixed Annuity Interest Rates (12.01)
             (i)     Transfers (8.02).

             Any change that affects the Annuity Option and the tables for the
             Annuity Options may be made:

             (a)     No earlier than twelve (12) months after the Effective
                     Date; and

             (b)     No earlier than twelve (12) months after the effective date
                     of any prior change.

             Any Certificate Holder's Account established on or after the
             effective date of any change will be subject to the change. If the
             Group Contract Holder does not agree to any change under this
             provision, We reserve the right to not allow any new Certificate
             Holder's Accounts to be established under this Contract. This
             Contract may also be changed as deemed necessary by Us to comply
             with federal or state law.

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

3.01         Group Contract Holder - The Group Contract Holder has title to the
             Contract. The Contract and any amounts accumulated thereunder are
             not subject to the claims of the Group Contract Holder nor any of
             its creditors.

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

             (a)     Any assignee under an assignment filed at our Home Office;
                     and

             (b)     Any irrevocably named Beneficiary.


                                       10
<PAGE>

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

3.03         Transfer of Ownership - The Group Contract Holder may transfer
             ownership of this Contract. A written request, dated and signed,
             must be filed at our Home Office.

             Any transfer of ownership terminates the interest of any existing
             Group Contract Holder. It does not change the rights of any
             Certificate Holder.

             A Certificate Holder may transfer all of his or her rights under
             the Contract. A written request, dated and signed by the
             Certificate Holder and any joint Certificate Holder, must be filed
             at our Home Office. After the transfer is recorded, it will take
             effect as of the date the request was signed. Any such transfer
             terminates the interest of any existing Certificate Holder. It does
             not change the Beneficiary, nor transfer the Beneficiary's
             interest. A transfer will not affect any payments We may make or
             actions We may take before such transfer has been recorded at our
             Home Office.

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

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

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

4.03         Death of Beneficiary - If all of the Beneficiaries and contingent
             Beneficiaries die prior to the Certificate Holder's death, We pay
             the death benefit in one sum to the Certificate Holder's estate.

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

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

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

                                       11
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

                                       12
<PAGE>

             The net return rate equals:

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

             (b)     The value of the shares of the Fund held by the Separate
                     Account at the start of the Valuation Period; plus or minus

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

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

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

             The net return rate may be more or less than zero (0) percent.

             The value of a share of the Fund is equal to the net assets of the
             Fund divided by the number of shares outstanding.

6.06         Administrative Charge - We deduct an administrative charge equal,
             on an annual basis, to the amount shown on the Contract Schedule.

6.07         Mortality Risk Charge - We deduct a mortality risk charge equal, on
             an annual basis, to the amount shown on the Contract Schedule.

6.08         Expense Risk Charge - We deduct an expense risk charge equal, on an
             annual basis, to the amount shown on the Contract Schedule.

6.09         Mortality and Expense Guarantee - We guarantee that the dollar
             amount of each Annuity payment after the first will not be affected
             by variations in mortality or expense experience.

Section 7.     AG Account
- --------------------------------------------------------------------------------

7.01         AG Account Guaranteed Interest Rate - All amounts allocated to the
             AG Account earn a rate of interest that is guaranteed for a
             specified period of time. The rate will be credited daily and will
             never be less than the minimum guaranteed interest rate shown on
             the Contract Schedule. We determine the rate and it is not based on
             investment experience.

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

7.02         Deposit Period - A calendar week, a calendar month, a calendar
             quarter, or any other period of time We specify during which Net
             Purchase Payment(s), transfers and reinvestments are accepted into
             the AG Account for one or more guaranteed terms. We reserve the
             right to extend the deposit period.



                                       13
<PAGE>

7.03         Guaranteed Term - The period of time for which AG Account
             guaranteed interest rates are guaranteed on Net Purchase Payments.
             Transfers and reinvestments are made into a current deposit period
             for the AG Account. Such period begins on the day following the
             close of the deposit period and ends on the designated Maturity
             Date. Guaranteed terms, if any, are offered at our discretion for
             various lengths of time ranging up to and including ten years.

             During a deposit period, We may make available any number of
             guaranteed terms. The Certificate Holder may allocate Net Purchase
             Payments and transfers into any or all of the available guaranteed
             terms.

7.04         Guaranteed Term(s) Groups - All AG Account guaranteed term(s) with
             the same length of time from the close of the deposit period until
             the designated Maturity Date.

7.05         Maturity Date - The last day of a guaranteed term.

7.06         Allocation of Net Purchase Payments to the AG Account - When the
             Certificate Holder wishes to allocate all or any portion of a Net
             Purchase Payment to the AG Account, he or she must tell Us the
             percentage to apply to one or more of the AG Account guaranteed
             term(s) available during the current deposit period. If no
             allocation instructions are received, a Net Purchase Payment is
             allocated as indicated in the most recent directive from the
             Certificate Holder. If the same guaranteed term is not available
             for any amount allocated to the AG Account, We will allocate the
             amount to the next shortest guaranteed term available. If no
             shorter guaranteed term is available, We will allocate it to the
             next longest guaranteed term.

7.07         AG Account Guaranteed Term Maturity Date and Maturity Value - On
             the maturity date, the value of the total of all amounts allocated
             to that guaranteed term is called the maturity value.

             When Certificate Holders have assets in the AG Account, at least
             eighteen (18) days before a maturity date, We notify them of the:

             (a)     Projected maturity value; and

             (b)     Guaranteed terms and the applicable guaranteed interest
                     rates available during the current deposit period.

             When no allocation instructions are received and the assets in a
             guaranteed term have been reinvested by Us in another guaranteed
             term on the maturity date, the Certificate Holder may transfer or
             withdraw, during the month following the maturity date, the
             reinvested amount with interest earned (as of the date the request
             is received at our Home Office) without incurring a Market Value
             Adjustment. This transaction is allowed only once for each maturity
             date, regardless of whether the transfer or withdrawal is partial
             or full.

7.08         Transfers from the AG Account - A Certificate Holder may transfer
             any portion, or all, of an amount in the AG Account to one or more
             of the Funds or to another available guaranteed term. The amount
             withdrawn for any reason before the maturity date is subject to a
             Market Value Adjustment.



                                       14
<PAGE>

7.09         Withdrawals from the AG Account - When the Certificate Holder
             requests a withdrawal from the AG Account, if instructions are not
             provided by the Certificate Holder, amounts are withdrawn on a pro
             rata basis from the guaranteed term(s) groups in which the
             Certificate Holder's Account is currently invested. Within a
             guaranteed term group, the amount to be withdrawn will be withdrawn
             first from the oldest deposit period. Except on the maturity date,
             withdrawals from the AG Account will be subject to a Market Value
             Adjustment.

7.10         Reinvestment - We will mail a notice to the Certificate Holder
             before a guaranteed term's maturity date. This notice will contain
             the guaranteed terms available during the current deposit periods
             with their guaranteed interest rate(s) and projected maturity
             value. If no specific direction is given by the Certificate Holder
             prior to the maturity date, each maturity value will be reinvested
             in the current deposit period for a guaranteed term of the same
             duration. If a guaranteed term of the same duration is unavailable,
             each matured term value will automatically be reinvested in the
             current deposit period for the next shortest guaranteed term
             available. If no shorter guaranteed term is available, the next
             longer guaranteed term will be used. We will mail a confirmation
             statement to the Certificate Holder after the maturity date. This
             notice will state the guaranteed term and guaranteed interest
             rate(s) which will apply to the reinvested matured term value.

7.11         AG Account Market Value Adjustment (Factor) - The Market Value
             Adjustment factor (MVA factor) reflects any change in interest
             rates from the time assets are allocated to the AG Account to the
             time they are transferred or withdrawn. An MVA factor is applied to
             any amount withdrawn or transferred from the AG Account before the
             end of a guaranteed term, including amounts paid in a lump sum
             death benefit or applied to an Annuity Option.

             The amount withdrawn from the AG Account is multiplied by the MVA
             factor which is calculated as follows:

                                                    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.

             Determination of MVA factor parameters:

             A yield is computed at the close of the last business day of each
             week of the deposit period. The yield will equal the average of the
             yields on U.S. Treasury Notes which matured during the last three
             months of the applicable guaranteed term.



                                       15
<PAGE>

             The deposit period yield is the average of those yields for the
             deposit period. If withdrawal is made prior to the close of the
             deposit period, it is the average of those yields on each week
             preceding withdrawal.

             The current yield is the average of the yields on the last business
             day of the week preceding withdrawal on the same U.S. Treasury
             Notes included in the deposit period yield.

             If no U.S. Treasury Notes matured during the last three months of
             the guaranteed term, We reserve the right to use the average of the
             yields on U.S. Treasury Notes that mature during a following
             quarter.

Section 8.     Certificate Holder's Account Value; Transfers and Withdrawals
               During the Accumulation Period
- --------------------------------------------------------------------------------

8.01         Certificate Holder's Account Value - The value of a Certificate
             Holder's Account is determined by adding the value of the total of
             Accumulation Units attributed to the selected Fund(s) to the value
             of any amounts attributed to the AG Account.

8.02         Transfers During the Accumulation Period - Before the Annuity Date,
             the Certificate Holder may transfer from any Fund or guaranteed
             term of the AG Account to:

             (a)     Any other Fund; or

             (b)     Any guaranteed term of the AG Account available in the
                     current deposit period.

             Transfer requests can be submitted as a percentage or as a dollar
             amount. We may establish a minimum transfer amount. Within a
             guaranteed term group, the amount transferred is withdrawn first
             from the oldest deposit period, then from the next oldest, and so
             on until the amount requested is satisfied.

             The Certificate Holder may make an unlimited number of transfers
             during the Accumulation Period. The number of free transfers
             allowed is shown on the Contract Schedule. Transfers in excess of
             that number may be subject to the transfer charge shown on the
             Contract Schedule. Transfers of a matured term value from the AG
             Account on or within one calendar month after a guaranteed term's
             maturity date do not count against the annual transfer limit.

             Amounts applied to guaranteed terms of the AG Account may not be
             transferred to the Funds or to another guaranteed term during the
             deposit period or for 90 days after the close of the deposit period
             except for matured term value(s) during the calendar month
             following the guaranteed term's maturity date.

             Transfers from guaranteed terms of the AG Account are subject to a
             Market Value Adjustment.



                                       16
<PAGE>

8.03         Withdrawals During the Accumulation Period - The Certificate Holder
             may withdraw all or a portion of the Certificate Holder's Account
             Value during the Accumulation Period by properly completing a
             withdrawal request form. Withdrawal requests can be submitted as a
             percentage or as a specific dollar amount. Net Purchase Payment
             amounts are withdrawn first, and then the excess value, if any. For
             any partial withdrawal, if instructions are not provided by the
             Certificate Holder, amounts are withdrawn on a pro rata basis from
             the Fund(s), and/or the guaranteed term(s) groups in which the
             Certificate Holder's Account is currently invested. Within a
             guaranteed term group, the amount to be withdrawn will be withdrawn
             first from the oldest deposit period, then from the next oldest,
             and so on until the amount requested is satisfied.

             After deduction of the maintenance charge, if applicable, the
             withdrawn amount shall be reduced by the applicable deferred sales
             charge and any applicable premium taxes.

8.04         Deferred Sales Charge - The deferred sales charge only applies to
             the portion of the amount withdrawn attributable to Net Purchase
             Payment(s) and varies according to the elapsed time since receipt
             of the Purchase Payment. The deferred sales charge is shown on the
             Contract Schedule.

8.05         Waiver of Deferred Sales Charge - No deferred sales charge is
             deducted when a Certificate Holder's Account Value is paid:

             (a)     To a Beneficiary as a death benefit, except for Purchase
                     Payments made by a surviving joint Certificate Holder as
                     described in Section 10.02(b);

             (b)     As a premium for an Annuity Option;

             (c)     At least the number of months, as shown on the Contract
                     Schedule, after the date of the first Purchase Payment and
                     in an amount equal to or less than the percentage of the
                     Certificate Holder's Account Value as shown on the Contract
                     Schedule. This applies to the first withdrawal request,
                     partial or full, in a calendar year. The Certificate
                     Holder's Account Value is calculated as of the date the
                     withdrawal request is received in good order at our Home
                     Office. This waiver is not available to the Certificate
                     Holder while a SWO is in effect;

             (d)     For a full withdrawal where the Certificate Holder's
                     Account Value does not exceed the amount shown on the
                     Contract Schedule and no withdrawals have been taken from
                     the Certificate Holder's Account within the prior 12
                     months;

             (e)     For a distribution made by Us under Section 8.06; or

             (f)     For a distribution which is part of a SWO under Section
                     8.07.

             We reserve the right to allow the proceeds of a total withdrawal to
             be reinstated under the terms and conditions as established by Us
             from time to time.

8.06         Payment of Adjusted Certificate Holder Account Value - Upon 90
             day's written notice to the Certificate Holder, We will terminate
             any Certificate Holder's Account if the Certificate Holder's
             Account Value becomes less than $1,500 immediately following any
             partial withdrawal. We do not intend to exercise this right in
             cases where the Certificate Holder's Account Value is reduced to
             $1,500 or less solely due to investment performance. When We make a
             distribution pursuant to this provision, the deferred sales charge
             will not be deducted.



                                       17
<PAGE>

8.07         Systematic Withdrawal Option (SWO) - We will allow the Certificate
             Holder to establish a schedule of withdrawals to be made
             automatically from the Certificate Holder's Account Value. All
             distributed amounts will be withdrawn on a pro rata basis from the
             Fund(s) and/or the guaranteed term(s) groups of the AG Account in
             which the Certificate Holder's Account is invested.

             The Certificate Holder must elect one of the following SWO methods:

             (a)     Specified Payment: Payments of a designated dollar amount.
                     The annual amount may not be greater than the percentage of
                     the Certificate Holder's Account Value at time of the
                     election as shown on the Contract Schedule. This annual
                     dollar amount will remain constant. At our discretion, We
                     may require a minimum payment amount; or

             (b)     Specified Period: Payments which are made over a period of
                     time which must be at least the minimum period as shown on
                     the Contract Schedule. The annual amount paid each year is
                     calculated by dividing the Certificate Holder's Account
                     Value as of December 31 of the prior year by the number of
                     payment years remaining; or

             (c)     Specified Percentage: Payment of a designated percentage
                     which cannot be greater than the percentage of the
                     Certificate Holder's Account Value at the time of election
                     as shown on the Contract Schedule. The percentage may be
                     changed by written request. We reserve the right to limit
                     the number of times the percentage may be changed. The
                     annual amount is calculated by multiplying the Certificate
                     Holder's Account Value as of December 31 of the year prior
                     to the payment by the designated percentage.

             In our discretion, We may require a minimum initial Certificate
             Holder's Account Value for election of this option. SWO may be
             elected by submitting a completed and signed election form to Us.
             Once elected, this option may be revoked by submitting a written
             request to Us. SWO may be elected only once by the Certificate
             Holder or by a spousal Beneficiary.

             Certificate Holders should consult their tax adviser prior to
             requesting this distribution option. We are not responsible for any
             adverse tax consequences due to a Certificate Holder's receiving
             SWO payments. A ten (10) percent penalty tax may apply to
             distributions to a Certificate Holder who has not reached age
             59-1/2. Upon death of the Certificate Holder, any payments will be
             made under the terms of Section 10.

Section 9.     Maintenance Charge
- --------------------------------------------------------------------------------

9.01         Maintenance Charge - We will deduct an annual maintenance charge as
             shown in the Contract Schedule from the Certificate Holder's
             Account during the Accumulation Period. We will deduct the
             maintenance charge on the anniversary of the Effective Date of the
             Certificate for the Certificate Holder's Account. This maintenance
             charge is also deducted upon withdrawal of the entire Adjusted
             Certificate Holder's Account. The maintenance charge is deducted
             proportionately from each investment option used.



                                       18
<PAGE>

Section 10.    Proceeds Payable on Death
- --------------------------------------------------------------------------------

10.01        Death of the Certificate Holder Prior to the Annuity Date - In the
             event of the death of the Certificate Holder or a joint Certificate
             Holder prior to the Annuity Date, a death benefit is payable to the
             Beneficiary(ies) designated by the Certificate Holder. Upon the
             death of a joint Certificate Holder, the surviving joint
             Certificate Holder, if any, will be treated as the designated
             Beneficiary. Any other Beneficiary designation on record with Us at
             the time of death will be treated as a contingent Beneficiary.

             A Beneficiary may request We pay the death benefit under one of the
             options described in Section 10.03. If the Beneficiary is the
             spouse of the Certificate Holder, he or she may elect to continue
             the Certificate Holder's Account in his or her own name and
             exercise all the Certificate Holder's rights under the Contract.

10.02        Death Benefit Amount Prior to the Annuity Date

             (a)     Except as set forth in Section 10.02(b), the amount of the
                     guaranteed death benefit value is equal to the greater of:

                     (i)    The Certificate Holder's Account Value at the end of
                            the Valuation Period during which We receive at our
                            Home Office due proof of death and election of the
                            type of payment to be made; or

                     (ii)   The death benefit determined as of the Valuation
                            Period corresponding to the date of death.

                            Until the first Effective Date anniversary, the
                            death benefit is equal to the Purchase Payments made
                            by the Certificate Holder prior to the Effective
                            Date anniversary less any withdrawals and any
                            amounts applied to an Annuity Option.

                            For each Certificate year thereafter, the death
                            benefit during the Certificate year equals the death
                            benefit at the beginning of the Certificate year
                            plus Purchase Payments made during the year less any
                            withdrawals and any amounts applied to an Annuity
                            Option.

                            On each Effective Date anniversary, the death
                            benefit is determined as follows:

                            (A)     The death benefit on the previous Effective
                                    Date anniversary increased by the death
                                    benefit factor shown on the Contract
                                    Schedule; plus

                            (B)     Purchase Payments made by the Certificate
                                    Holder during the Certificate year increased
                                    by the death benefit factor shown on the
                                    Contract Schedule for the portion of the
                                    year since the Purchase Payment was made;
                                    less

                            (C)     Any withdrawals or amounts applied to an
                                    Annuity Option during the Certificate year
                                    increased by the death benefit factor shown
                                    on the Contract Schedule for the portion of
                                    the Certificate year since the withdrawal or
                                    election of Annuity option; or



                                       19
<PAGE>

                     (iii)  The Certificate Holder's Account Value on the most
                            recent seventh year anniversary of the Effective
                            Date plus any Purchase Payments made after such
                            Effective Date anniversary less any withdrawals and
                            any amounts applied to an Annuity Option.

                     Notwithstanding the foregoing, the death benefit under (ii)
                     or (iii) will not exceed the death benefit maximum amount
                     shown on the Contract Schedule.

                     The death benefit calculation described in (ii) and (iii)
                     above, applies until the Certificate Holder reaches the
                     death benefit maximum age shown on the Contract Schedule.
                     Thereafter, the death benefit is only adjusted for Purchase
                     Payments, withdrawals and amounts applied to Annuity
                     Options. If the Certificate Holder reaches the death
                     benefit maximum age shown on the Contract Schedule prior to
                     the seventh anniversary of the Effective Date, the death
                     benefit will be the greater of (i) or (ii) above.

                     The excess, if any, of the guaranteed death benefit value
                     over the Certificate Holder's Account Value is determined
                     when we receive at our Home Office due proof of death and
                     allocated to the Fund shown on the Contract Schedule. The
                     Certificate Holder's Account Value plus any excess amount
                     deposited becomes the Certificate Holder's Account Value.

             (b)     In the case of a Beneficiary of a surviving joint
                     Certificate Holder who continued the Certificate Holder's
                     Account in his or her own name, the death benefit shall be
                     equal to (a)(i) above less any applicable deferred sales
                     charge on any Purchase Payment made after We have received
                     at our Home Office due proof of death of the first joint
                     Certificate Holder.

10.03        Death Benefit Payment Methods - A non-spousal Beneficiary must
             elect the death benefit to be paid under one of the following
             methods in the event of the death of the Certificate Holder prior
             to the Annuity Date:

             Method 1 - Lump sum payment of the death benefit; or

             Method 2 - The payment of the entire death benefit within (5) years
             of the date of the Certificate Holder's death; or

             Method 3 - Payment of the death benefit over the lifetime of the
             designated Beneficiary or over a period not extending beyond the
             life expectancy of the designated Beneficiary with distribution
             beginning within one year of the date of death of the Certificate
             Holder.

             Any portion of the death benefit not applied under Option 3 within
             one year of the date of Certificate Holder's death, must be
             distributed within five (5) years of the date of death. A Market
             Value Adjustment will apply at the time the death benefit is paid.

             A spousal Beneficiary may elect to continue the Certificate
             Holder's Account in his or her name, elect a lump sum payment of
             the death benefit or apply the Adjusted Certificate Holder's
             Account Value to an Annuity Option.



                                       20
<PAGE>

10.04        Death of Certificate Holder On or After the Annuity Date - If the
             Certificate Holder who is not the Annuitant, dies on or after the
             Annuity Date, the remaining payments under the Annuity Option
             elected will be made to the Beneficiary at least as rapidly as
             under the method of distribution in effect at the Certificate
             Holder's death.

10.05        Death of the Annuitant - If the Annuitant, who is not a Certificate
             Holder, dies on or before the Annuity Date, a new Annuitant may be
             named. If no Annuitant is named, the Certificate Holder will be the
             Annuitant. If the Annuitant dies after the Annuity Date, the death
             benefit, if any, will be payable to the Beneficiary as specified in
             the Annuity Option elected. We will require proof of the
             Annuitant's death. Death benefits will be paid at least as rapidly
             as under the method of distribution in effect at the Annuitant's
             death.

Section 11.    Delay of Payments
- --------------------------------------------------------------------------------

11.01        Delay of Payments - We will make any payments under this Contract
             within seven days after a request is received in good order. We
             reserve the right to suspend or postpone any type of payment from
             the Separate Account for any period when:

             (a)     The New York Stock Exchange is closed for other than
                     customary weekend and holiday closings;

             (b)     Trading on the Exchange is restricted;

             (c)     An emergency exists as a result of which it is not
                     reasonably practicable to dispose of securities held in the
                     Separate Account or determine their value; or

             (d)     The Securities and Exchange Commission so permits delay for
                     the protection of security holders.

             The applicable rules of the Securities and Exchange Commission will
             govern as to whether the conditions in (b) or (c) exist.

             We also reserve the right to delay any type of payment from the AG
             Account for up to six (6) months.

Section 12.    Annuity Provisions
- --------------------------------------------------------------------------------

12.01        Designation of Annuitant - The Certificate Holder and the Annuitant
             need not be the same person. The Certificate Holder names the
             Annuitant and during the Accumulation Period, may change the
             designated Annuitant. We change the Annuitant when We receive a
             written request in good order at our Home Office. We will not
             change the Annuitant when Annuity payments have commenced.

             The Certificate Holder elects an Annuity Option by telling Us to
             use all or any portion of the Certificate Holder's Adjusted Account
             Value (minus any applicable premium taxes if not previously
             deducted) to purchase Annuity payments under an Annuity Option.



                                       21
<PAGE>

             When an Annuity Option is chosen the Certificate Holder must
             designate a:

             (a)     Fixed Annuity using the General Account;

             (b)     Variable Annuity using any of the Funds available during
                     the Annuity Period; or

             (c)     Combination of (a) and (b).

             If a fixed Annuity is chosen, We will calculate the amount using an
             interest assumption no less than the percentage specified on the
             Contract Schedule. We may calculate the amount using a higher
             interest rate.

             If a variable Annuity is chosen, an Assumed Annual Net Return Rate
             of 5% may be chosen. If not chosen, We will use an Assumed Annual
             Net Return Rate of 3.5%

             Payments are made on a monthly basis to the Certificate Holder
             unless the Certificate Holder requests a different mode of payment.

             Once elected, an Annuity Option may not be revoked, except for
             Option 1 when elected on a variable basis.

12.02        Terms of Annuity Options - The minimum first payment amount must be
             at least $50 per month and at least $250 per year.

             If the Certificate Holder elects a fixed Annuity and We determine
             that the Certificate Holder would receive larger payments by
             applying the Certificate Holder's Account Value, reduced by the
             deferred sales charge, to a single premium immediate Annuity
             currently offered by Us, We will make the larger payments.

             We determine the first payment of a variable Annuity, or the
             payment amount of a fixed Annuity, using the Annuitant's (and
             second Annuitant's if applicable) adjusted age which We calculate
             as follows:

             (a)     If Annuity payments begin any time between July 1, 1992 and
                     December 31, 1999, the adjusted age is the Annuitant's age
                     as of the birthday closest in time to the Annuity Date
                     reduced by one (1) year.

             (b)     If the Annuity begins any time between January 1, 2000 and
                     December 31, 2009, the adjusted age is the Annuitant's age
                     as of the birthday closest in time to the Annuity Date
                     reduced by two (2) years.

             (c)     For each succeeding decade, the adjusted age is the
                     Annuitant's age as determined in (b), reduced by one
                     additional year.

             The Annuity rates for Options 2 and 3 are based on mortality from
             1983 Table A.

             Assumed Annual Net Return Rate is the interest rate used to
             determine the amount of the first Annuity payment under a variable
             Annuity. The Separate Account must earn this rate plus enough to
             cover the mortality and expense risks charges (which may include
             profit) and administrative charges if future variable Annuity
             payments are to remain level.



                                       22
<PAGE>

             The Certificate Holder must give written notice to Us at least 30
             days before the Annuity payments begin, electing or changing:

             (a)     The date on which Annuity payments are to begin;

             (b)     The Annuity Option;

             (c)     Whether the payments are to be made monthly, quarterly,
                     semiannually or annually;

             (d)     The investment options used to provide Annuity payments.

             The first Annuity payment may not be earlier than one (1) calendar
             year after the initial Purchase Payment, nor later than the later
             of the:

             (a)     First day of the month following the Annuitant's birthday
                     shown on the Contract Schedule; or

             (b)     Tenth anniversary of the last Purchase Payment. In lieu of
                     the election of an Annuity, the Certificate Holder may
                     request a lump sum payment.

12.03        Annuity Unit - The number of Annuity Units per Fund is based on the
             amount of the first variable Annuity payment which is equal to:

             (a)     The portion of the Certificate Holder's Account Value
                     (minus any premium taxes) applied to pay a variable
                     Annuity; divided by,

             (b)     1000; multiplied by,

             (c)     The payment rate for the Annuity Option chosen.

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

12.04        Annuity Unit Value - For any Valuation Period, a Fund's Annuity
             Unit value is equal to:

             (a)     The value for the previous Valuation Period; multiplied by,

             (b)     The Annuity Net Return Factor for the Valuation Period;
                     multiplied by,

             (c)     A daily factor to reflect the Assumed Annual Net Return
                     Rate (the factor for 3.5% per year is .9999058; for 5% per
                     year it is .9998663).

             The dollar value of a Fund(s) Annuity Unit values and payments may
             go up or down due to investment gain or loss.

12.05        Annuity Net Return Factor - The Annuity net return factor is used
             to compute all Separate Account Annuity payments for any Fund.

             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:



                                       23
<PAGE>

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

             (b)     The value of the shares of the Fund held by the Separate
                     Account at the start of the Valuation Period; plus or
                     minus,

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

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

             (e)     A daily actuarial charge as shown of the Contract Schedule
                     for Annuity mortality and expense risks and profit and a
                     daily administrative charge which will not exceed the
                     administrative charge as shown on the Contract Schedule.

             The net return rate may be more or less than zero (o) percent.

             The value of a share of the Fund is equal to the net assets of the
             Fund divided by the number of shares outstanding.

12.06        Annuity Options

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

             If payments for this Annuity Option are made under a variable
             Annuity, the present value of any remaining payments may be
             withdrawn at any time.

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

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

             (a)     100% of the payment to continue after the first death;

             (b)     66-2/3% of the payment to continue after the first death:

             (c)     50% of the payment to continue after the first death;

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

             (e)     100% of the payment to continue at the death of the second
                     Annuitant and 50% of the payment to continue at the death
                     of the Annuitant.

             We may make other options available as allowed by law.


                                       24
<PAGE>


                                    OPTION 1

                      Payments for a Stated Period of Time

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

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

- ------------------------------------------------------------------------------
            Guaranteed     Monthly       Quarterly     Semi-Annual      Annual
Years          Rate        Payment        Payment        Payment       Payment
- ------------------------------------------------------------------------------

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



                                       25
<PAGE>

                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                        None                    60                    120                   180                    240
   Adjusted     -----------------------------------------------------------------------------------------------------------------
    Age of
   Annuitant      Male       Female      Male       Female     Male       Female      Male       Female      Male       Female
- ---------------------------------------------------------------------------------------------------------------------------------
<S>              <C>         <C>       <C>          <C>       <C>         <C>       <C>         <C>         <C>        <C>
      50         $ 4.27      $ 3.90    $ 4.26       $ 3.90    $ 4.22      $ 3.89    $ 4.17      $ 3.86      $ 4.08     $ 3.82
      51           4.34        3.97      4.33         3.96      4.30        3.95      4.23        3.92        4.14       3.88
      52           4.43        4.03      4.41         4.03      4.37        4.01      4.30        3.98        4.20       3.93
      53           4.51        4.10      4.50         4.10      4.45        4.08      4.37        4.04        4.26       3.99
      54           4.60        4.18      4.59         4.17      4.54        4.15      4.45        4.11        4.32       4.04

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

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

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

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

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

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



                                       26
<PAGE>


                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Male and Second Annuitant is Female)
         Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
        Adjusted Ages
- -------------------------------
                    Second
   Annuitant       Annuitant      Option 3a       Option 3b       Option 3c      Option 3d       Option 3e
- --------------------------------------------------------------------------------------------------------------
<S>                   <C>          <C>             <C>             <C>            <C>             <C>
      55              50           $ 3.69          $ 4.05          $ 4.27         $ 3.69          $ 4.13
      55              55             3.88            4.25            4.47           3.87            4.25
      55              60             3.06            4.47            4.71           4.06            4.36

      60              55             3.99            4.44            4.71           3.98            4.55
      60              60             4.24            4.71            4.99           4.23            4.70
      60              65             4.49            5.01            5.32           4.48            4.85

      65              60             4.38            4.97            5.32           4.38            5.10
      65              65             4.72            5.33            5.70           4.71            5.32
      65              70             5.07            5.75            6.17           5.05            5.54

      70              65             4.93            5.68            6.15           4.91            5.86
      70              70             5.40            6.21            6.70           5.36            6.18
      70              75             5.89            6.82            7.40           5.81            6.49

      75              70             5.69            6.68            7.32           5.62            6.92
      75              75             6.37            7.45            8.15           6.23            7.40
      75              80             7.07            8.34            9.16           6.78            7.85
- --------------------------------------------------------------------------------------------------------------
</TABLE>

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



                                       27
<PAGE>



                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Female and Second Annuitant is Male)

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


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
        Adjusted Ages
- -------------------------------
                    Second
   Annuitant       Annuitant      Option 3a       Option 3b       Option 3c      Option 3d       Option 3e
- --------------------------------------------------------------------------------------------------------------
<S>                   <C>           <C>             <C>             <C>            <C>             <C>
      55              50            $ 3.75          $ 4.07          $ 4.26         $ 3.75          $ 3.98
      55              55              3.88            4.25            4.47           3.87            4.06
      55              60              3.99            4.44            4.71           3.98            4.12

      60              55              4.06            4.47            4.71           4.06            4.37
      60              60              4.24            4.71            4.99           4.23            4.47
      60              65              4.38            4.97            5.32           4.38            4.54

      65              60              4.49            5.01            5.32           4.48            4.89
      65              65              4.72            5.33            5.70           4.71            5.02
      65              70              4.93            5.68            6.15           4.91            5.14

      70              65              5.07            5.75            6.17           5.05            5.60
      70              70              5.40            6.21            6.70           5.36            5.79
      70              75              5.69            6.68            7.32           5.62            5.96

      75              70              5.89            6.83            7.40           5.81            6.63
      75              75              6.37            7.45            8.15           6.23            6.92
      75              80              6.78            8.11            8.99           6.54            7.15
- --------------------------------------------------------------------------------------------------------------
</TABLE>

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



                                       28
<PAGE>


                                    OPTION 1

                      Payments for a Stated Period of Time

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

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

- ------------------------------------------------------------------------------
            Guaranteed     Monthly       Quarterly     Semi-Annual      Annual
Years          Rate        Payment        Payment        Payment       Payment
- ------------------------------------------------------------------------------

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



                                       29
<PAGE>


                                    OPTION 1

                      Payments for a Stated Period of Time

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

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

- ------------------------------------------------------------------------------
            Guaranteed     Monthly       Quarterly     Semi-Annual      Annual
Years          Rate        Payment        Payment        Payment       Payment
- ------------------------------------------------------------------------------

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



                                       30
<PAGE>


                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                        None                    60                    120                   180                    240
   Adjusted     -----------------------------------------------------------------------------------------------------------------
    Age of
   Annuitant      Male       Female      Male       Female     Male       Female      Male       Female      Male       Female
- ---------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>        <C>         <C>       <C>        <C>         <C>         <C>        <C>         <C>
      50          $ 4.56      $ 4.20     $ 4.55      $ 4.19    $ 4.51     $ 4.18      $ 4.45      $ 4.15     $ 4.36      $ 4.11
      51            4.64        4.26       4.62        4.25      4.58       4.24        4.51        4.21       4.42        4.16
      52            4.72        4.32       4.70        4.32      4.66       4.30        4.58        4.26       4.48        4.21
      53            4.80        4.39       4.79        4.38      4.74       4.36        4.65        4.32       4.53        4.27
      54            4.89        4.46       4.87        4.46      4.82       4.43        4.73        4.39       4.59        4.32

      55            4.99        4.54       4.97        4.53      4.91       4.50        4.80        4.46       4.65        4.38
      56            5.09        4.62       5.07        4.61      5.00       4.58        4.88        4.53       4.72        4.44
      57            5.20        4.71       5.17        4.70      5.10       4.66        4.96        4.60       4.78        4.50
      58            5.32        4.80       5.29        4.79      5.20       4.75        5.05        4.68       4.84        4.57
      59            5.44        4.90       5.41        4.88      5.31       4.84        5.14        4.76       4.91        4.63

      60            5.57        5.00       5.53        4.99      5.42       4.93        5.23        4.84       4.97        4.70
      61            5.71        5.11       5.67        5.09      5.54       5.03        5.32        4.93       5.03        4.77
      62            5.86        5.23       5.81        5.21      5.66       5.14        5.42        5.02       5.09        4.84
      63            6.02        5.36       5.97        5.33      5.79       5.25        5.51        5.11       5.16        4.91
      64            6.20        5.49       6.13        5.46      5.93       5.37        5.61        5.21       5.21        4.98

      65            6.38        5.64       6.31        5.60      6.07       5.49        5.71        5.31       5.27        5.05
      66            6.58        5.79       6.49        5.75      6.22       5.63        5.81        5.41       5.32        5.12
      67            6.79        5.95       6.69        5.91      6.38       5.76        5.91        5.52       5.38        5.18
      68            7.02        6.13       6.89        6.08      6.53       5.91        6.01        5.63       5.42        5.25
      69            7.26        6.32       7.11        6.26      6.70       6.06        6.11        5.74       5.47        5.31

      70            7.52        6.53       7.35        6.45      6.86       6.23        6.20        5.85       5.51        5.37
      71            7.80        6.75       7.59        6.66      7.03       6.39        6.29        5.96       5.54        5.42
      72            8.09        6.99       7.85        6.89      7.21       6.57        6.38        6.07       5.57        5.47
      73            8.41        7.26       8.12        7.13      7.38       6.75        6.46        6.17       5.60        5.51
      74            8.75        7.54       8.41        7.39      7.55       6.94        6.53        6.28       5.63        5.55

      75            9.12        7.85       8.71        7.66      7.73       7.13        6.61        6.38       5.65        5.59
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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



                                       31
<PAGE>

                                    OPTION 2

                                   Life Income

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

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

                Payments Guaranteed for a Stated Period of Months

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                        None                    60                    120                   180                    240
   Adjusted     -----------------------------------------------------------------------------------------------------------------
    Age of
   Annuitant      Male       Female      Male       Female     Male       Female      Male       Female      Male       Female
- ---------------------------------------------------------------------------------------------------------------------------------
<S>               <C>         <C>        <C>         <C>       <C>        <C>         <C>         <C>        <C>         <C>
      50          $ 5.48      $ 5.12     $ 5.46      $ 5.11    $ 5.41     $ 5.09      $ 5.34      $ 5.06     $ 5.24      $ 5.01
      51            5.55        5.17       5.53        5.17      5.48       5.14        5.40        5.11       5.29        5.05
      52            5.63        5.23       5.61        5.23      5.55       5.20        5.46        5.16       5.34        5.10
      53            5.71        5.30       5.69        5.29      5.62       5.26        5.53        5.22       5.40        5.15
      54            5.80        5.37       5.77        5.36      5.70       5.33        5.60        5.27       5.45        5.20

      55            5.89        5.44       5.86        5.43      5.79       5.39        5.67        5.34       5.51        5.25
      56            5.99        5.52       5.96        5.51      5.87       5.47        5.74        5.40       5.56        5.31
      57            6.10        5.60       6.06        5.59      5.97       5.54        5.82        5.47       5.62        5.37
      58            6.21        5.69       6.17        5.67      6.06       5.62        5.90        5.54       5.68        5.42
      59            6.33        5.79       6.29        5.77      6.17       5.71        5.98        5.61       5.74        5.48

      60            6.46        5.89       6.41        5.87      6.28       5.80        6.06        5.69       5.79        5.55
      61            6.60        6.00       6.55        6.97      6.39       5.90        6.15        5.77       5.85        5.61
      62            6.75        6.11       6.69        6.08      6.51       6.00        6.24        5.86       5.91        5.67
      63            6.91        6.23       6.84        6.20      6.64       6.10        6.33        5.95       5.96        5.73
      64            7.09        6.37       7.00        6.33      6.77       6.22        6.42        6.04       6.02        5.80

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

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

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

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


                                       32
<PAGE>

                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Male and Second Annuitant is Female)
        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
        Adjusted Ages
- -------------------------------
                    Second
   Annuitant       Annuitant      Option 3a       Option 3b       Option 3c      Option 3d       Option 3e
- --------------------------------------------------------------------------------------------------------------
<S>                   <C>           <C>             <C>             <C>            <C>             <C>
      55              50            $ 3.97          $ 4.35          $ 4.56         $ 3.97          $ 4.42
      55              55              4.16            4.54            4.76           4.15            4.54
      55              60              4.34            4.76            5.00           4.34            4.64

      60              55              4.27            4.73            5.00           4.26            4.83
      60              60              4.51            4.99            5.27           4.50            4.98
      60              65              4.76            5.29            5.60           4.75            5.13

      65              60              4.66            5.25            5.61           4.65            5.39
      65              65              4.99            5.61            5.99           4.98            5.60
      65              70              5.34            6.03            6.46           5.31            5.81

      70              65              5.19            5.97            6.44           5.17            6.14
      70              70              5.67            6.49            6.99           5.62            6.47
      70              75              6.16            7.10            7.68           6.07            6.77

      75              70              5.95            6.96            7.61           5.87            7.20
      75              75              6.64            7.73            8.43           6.48            7.68
      75              80              7.33            8.62            9.45           7.02            8.13
- --------------------------------------------------------------------------------------------------------------
</TABLE>

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



                                       33
<PAGE>


                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Female and Second Annuitant is Male)

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
        Adjusted Ages
- -------------------------------
                    Second
   Annuitant       Annuitant      Option 3a       Option 3b       Option 3c      Option 3d       Option 3e
- --------------------------------------------------------------------------------------------------------------
<S>                   <C>           <C>             <C>             <C>            <C>             <C>
      55              50            $ 4.03          $ 4.36          $ 4.55         $ 4.03          $ 4.41
      55              55              4.16            4.54            4.76           4.15            4.54
      55              60              4.27            4.73            5.00           4.26            4.83

      60              55              4.34            4.76            5.00           4.34            4.64
      60              60              4.51            4.99            5.27           4.50            4.98
      60              65              4.66            5.25            5.61           4.65            5.39

      65              60              4.76            5.29            5.60           4.75            5.13
      65              65              4.99            5.61            5.99           4.98            5.60
      65              70              5.19            5.97            6.44           5.17            6.14

      70              65              5.34            6.03            6.46           5.31            5.81
      70              70              5.67            6.49            6.99           5.62            6.47
      70              75              5.95            6.96            7.61           5.87            7.20

      75              70              6.16            7.10            7.68           6.07            6.77
      75              75              6.64            7.73            8.43           6.48            7.68
      75              80              7.04            8.39            9.29           6.79            8.70
- --------------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       34
<PAGE>


                                    OPTION 3

                           Life Income for Two Payees

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

               (Annuitant is Male and Second Annuitant is Female)

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
        Adjusted Ages
- -------------------------------
                    Second
   Annuitant       Annuitant      Option 3a       Option 3b       Option 3c      Option 3d       Option 3e
- --------------------------------------------------------------------------------------------------------------
<S>                   <C>           <C>             <C>             <C>            <C>             <C>
      55              50            $ 4.88          $ 5.26          $ 5.48         $ 4.88          $ 5.34
      55              55              5.04            5.44            5.66           5.04            5.43
      55              60              5.21            5.65            5.89           5.21            5.53

      60              55              5.15            5.63            5.91           5.14            5.73
      60              60              5.37            5.87            6.16           5.37            5.86
      60              65              5.61            6.16            6.49           5.60            6.01

      65              60              5.52            6.14            6.51           5.51            6.28
      65              65              5.83            6.49            6.87           5.82            6.47
      65              70              6.17            6.90            7.33           6.13            6.67

      70              65              6.04            6.84            7.34           6.00            7.03
      70              70              6.49            7.35            7.87           6.44            7.33
      70              75              6.97            7.96            8.56           6.87            7.62

      75              70              6.77            7.84            8.51           6.68            8.08
      75              75              7.45            8.60            9.33           7.27            8.55
      75              80              8.14            9.49           10.35           7.80            8.98
- --------------------------------------------------------------------------------------------------------------
</TABLE>

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



                                       35
<PAGE>


                                    OPTION 3

                           Life Income for Two Payees

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

             (Annuitant is Female and the Second Annuitant is Male)
        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
        Adjusted Ages
- -------------------------------
                    Second
   Annuitant       Annuitant      Option 3a       Option 3b       Option 3c      Option 3d       Option 3e
- --------------------------------------------------------------------------------------------------------------
<S>                   <C>           <C>             <C>            <C>             <C>             <C>
      55              50            $ 4.93          $ 5.27         $ 5.46          $ 4.93          $ 5.19
      55              55              5.04            5.44           5.66            5.04            5.43
      55              60              5.15            5.63           5.91            5.14            5.73

      60              55              5.21            5.65           5.89            5.21            5.53
      60              60              5.37            5.87           6.16            5.37            5.86
      60              65              5.52            6.14           6.51            5.51            6.28

      65              60              5.61            6.16           6.49            5.60            6.01
      65              65              5.83            6.49           6.87            5.82            6.47
      65              70              6.04            6.84           7.34            6.00            7.03

      70              65              6.17            6.90           7.33            6.13            6.67
      70              70              6.49            7.35           7.87            6.44            7.33
      70              75              6.77            7.84           8.51            6.68            8.08

      75              70              6.97            7.96           8.56            6.87            7.62
      75              75              7.45            8.60           9.33            7.27            8.55
      75              80              7.86            9.28          10.20            7.57            9.59
- --------------------------------------------------------------------------------------------------------------
</TABLE>

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



                                       36
<PAGE>



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


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



                      Certificate of Group Annuity Coverage


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










ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. THIS 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.





GPlCERT(4/94)


<TABLE>
<S>                       <C>   <C>
                          Aetna Life Insurance and Annuity Company                                                 Aetna Growth Plus
                          Home Office:  151 Farmington Avenue                                                 Group Annuity Contract
                          Hartford, Connecticut  06156-8022                                                              Application

- ------------------------------------------------------------------------------------------------------------------------------------
Contract Holder           1.    Name of Contract Holder
Information
                          ----------------------------------------------------------------------------------------------------------
(Please print or type.)   2.    Address

                          ----------------------------------------------------------------------------------------------------------
                                City                               State                        ZIP Code

                          ----------------------------------------------------------------------------------------------------------
                          3.    Tax Identification Number

                          ----------------------------------------------------------------------------------------------------------
                          4.    Contract Effective Date

                          ----------------------------------------------------------------------------------------------------------
                          5.    Type of Contract: [ ]  Nonqualified   [ ]  IRA Rollover (IRC Section 408)

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

                          ----------------------------------------------------------------------------------------------------------
                          7.    I acknowledge receipt of the Aetna Growth Plus Annuity Contract Prospectus dated __________ and all
                                current prospectuses pertaining to all of the variable investment options under the contract. [ ]
                                Check here to receive a Statement of Additional Information for the Growth Plus Annuity Contract.

                          ----------------------------------------------------------------------------------------------------------
                          8.    Will this contract change or replace any existing life insurance or annuity contract? [ ] Yes [ ] No
                                If yes, please provide carrier name, policy number and proposed cancellation date.

                          ----------------------------------------------------------------------------------------------------------
                          9.    The following will receive compensation when Aetna issues the annuity described in this application:

                          ________________________________________________________(to be completed by the agent)

                          ----------------------------------------------------------------------------------------------------------
                          I understand that any amount withdrawn from the GP Guaranteed Account prior to the maturity date of a
                          guaranteed term is subject to a market value adjustment as specified in the contract. I further understand
                          that annuity payments and account values, when based on the investment experience of a Separate Account
                          are variable and not guaranteed as to fixed dollar amount.


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

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

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

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

                          --------------------------------------------------------- ------------------------------------------------
                          Signature of Agent                                        State License (if applicable)
                          ----------------------------------------------------------------------------------------------------------

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

                          Accepted  _______________________________
</TABLE>



GP1APP(4/94)


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


<TABLE>
<S>                            <C>
                               Please Print:   Type of Contract:     [ ] Nonqualified Annuity     [ ] Individual Retirement Annuity
====================================================================================================================================
Primary                        Name (Last, First, Middle Initial)                           Social Security Number
Contract Holder
This information will be       -----------------------------------------------------------------------------------------------------
used for tax reporting.        Street Address                 City                                State             Zip

                               -----------------------------------------------------------------------------------------------------
                               Date of Birth           Marital Status          Male            Telephone Number  [ ] Home  [ ] Work
                                                       [ ] M   [ ] S           Female
                                ----------------------------------------------------------------------------------------------------
                               Are you associated with a National Association of Securities Dealer Firm?    U.S. citizen?
                               [ ] No    [ ] Yes  If yes, please specify.                                   [ ] Yes  [ ] No
                                                                                                            If no, please specify:
====================================================================================================================================
Joint                          Name (Last, First, Middle Initial)                           Social Security Number
Contract Holder
A joint contract holder must   -----------------------------------------------------------------------------------------------------
be the spouse of the primary   Street Address                 City                                State             Zip
Contract Holder.
Not allowed with IRA.

                               -----------------------------------------------------------------------------------------------------
                               Date of Birth                  Marital Status                            Male
                                                              [ ] M        [ ] S                        Female
                               -----------------------------------------------------------------------------------------------------
                               Are you associated with a National Association of Securities Dealer Firm?
                               [ ] No  [ ] Yes  If yes, please specify.

====================================================================================================================================
Primary                        Name (Last, First, Middle Initial)                           Social Security Number
Annuitant
                               -----------------------------------------------------------------------------------------------------
If different than Contract     Street Address                 City                                State             Zip
Holder.
                               -----------------------------------------------------------------------------------------------------
If IRA, the annuitant          Date of Birth                  Marital Status                            Male
contract holder must be the                                   [ ]  M        [ ]   S                     Female
same person.
====================================================================================================================================
Joint                          Name (Last, First, Middle Initial)                           Social Security Number
Annuitant
If different than Joint        -----------------------------------------------------------------------------------------------------
Contract Holder.               Street Address                 City                                State             Zip

Not allowed with IRA.          -----------------------------------------------------------------------------------------------------
                               Date of Birth                  Marital Status                            Male
                                                              [ ]  M        [ ]   S                     Female
====================================================================================================================================
Payment                        [ ] Single Payment              [ ] Installment Payment
                                   Amount $________                Amount $__________
                                                                   Frequency  [ ] Monthly   [ ] Quarterly [ ] Semiannual  [ ] Annual
                                                                   Beginning  ______________________________

====================================================================================================================================
Investment Options             Variable Fund Options                                     GP Guaranteed Accounts

Please use whole percentages.  ___% Equity Growth and Income Fund                        ___% 3-year guaranteed term
Percentages must total 100%.   ___% Utility Fund                                         ___% 5-year guaranteed term
                               ___% Prime Money Fund                                     ___% 8-year guaranteed term
                               ___% U.S. Government Bond Fund
                               ___% Corporate Bond Fund
                               [ ] I wish to use Dollar Cost Averaging. Please submit a Dollar Cost Averaging Election Form

====================================================================================================================================
Home Office                    Accepted
Use Only


<PAGE>

====================================================================================================================================
Beneficiary                     Beneficiary                    Relationship            Social Security Number
Designations
                               _____________________________________________________________________________________________________
For additional beneficiaries,   Beneficiary                    Relationship            Social Security Number
attach and sign a separate
sheet.                         _____________________________________________________________________________________________________
                                Beneficiary                    Relationship            Social Security Number

- ------------------------------------------------------------------------------------------------------------------------------------
                                Unless directed otherwise, we will pay any death benefits due in equal shares to the beneficiaries
                                named or to all living members of a class (e.g., children).
====================================================================================================================================
Special Requests

====================================================================================================================================
Signatures                      I declare the information above is correct and true to the best of my knowledge. I understand that
                                this application will be a part of the contract Aetna Life Insurance and Annuity Company issues to
                                me. Under penalty of perjury, I certify that the social security number(s) shown on this form is
                                (are) correct.

                                I understand: (1) When based on the investment experience of a Separate Account, all payments and
                                contract values are variable and are not guaranteed as to fixed dollar amount; and (2) all payments
                                made from the GP Guaranteed Account are subject to Market Value Adjustment provisions which may
                                result in a positive or negative adjustment to amounts payable.

                                I have received the current Aetna Growth Plus prospectus dated _________ and all current
                                prospectuses for variable fund options available under this contract. [ ] Please send me a Statement
                                of Additional Information.

                                [ ] ALIAC may hold my application and Purchase Payment if it cannot accept my application within
                                five business days after receiving it at its home office.

                                Will this contract change or replace any existing life insurance and annuity contracts? [ ] No [ ]
                                Yes If yes, please submit any required replacement form(s) with this application. If contract is
                                funded through a 1035 Exchange, please provide the following information:

                                Name of Company____________________________________ Contract Number_________________________________

                                Signed at__________________________________________ ________________________________________________
                                                    City and State                   Date
                                ___________________________________________________ ________________________________________________
                                Contract Holder                                      Witness
                                ___________________________________________________ ________________________________________________
                                Joint Contract Holder (if applicable)                Witness

====================================================================================================================================
Producer's Note                 Do you have any reason to believe any existing insurance and annuity contracts will be modified or
                                replaced if this contract is issued? [ ] Yes [ ] No I have reviewed the details of the client's
                                retirement program during the solicitation of the application, and believe the Contract applied for
                                is suitable for that program.

                                ____________________________________________________________________________________________________
                                Signature Of Producer/Agent                                         Date
                                ____________________________________________________________________________________________________
                                Print Name                                                          Social Security Number
                                ____________________________________________________________________________________________________
                                State License Number                                                Aetna Code

====================================================================================================================================
Additional                      Corrections and amendments. ALIAC may correct errors and omissions, but any change in the
Information                     Annuitant's or Joint Annuitant's age or sex, or terms of annuity payments requires written consent
                                of the Contract Holder(s).
                                (Not valid in W. Va.)
</TABLE>




I-GP1APP(4/94)



<TABLE>
<S>                 <C>
[Aetna logo]        Aetna Life Insurance & Annuity Company                                                       Aetna Growth Plus
                    Home Office:   151 Farmington Avenue                                                    Group Variable Annuity
                    Hartford, Connecticut  06156-8022                                                         Contract Application

- -----------------------------------------------------------------------------------------------------------------------------------
Contract Holder     1.   Name of Contract Holder
                         ((Firm))
                    ---------------------------------------------------------------------------------------------------------------
Information         2.   Address
Please print             ((Address))
                    ---------------------------------------------------------------------------------------------------------------
                         City                                  State                                       Zip Code
                         ((City))                              ((State))                                   ((Zip))
                    ---------------------------------------------------------------------------------------------------------------
                    3.   Tax Identification Number
                         ((Tax_Id))
                    ---------------------------------------------------------------------------------------------------------------
                    4.   Contract Effective Date
                         ((Effective_Date))
                    ---------------------------------------------------------------------------------------------------------------
                    5.   Type of Contract:                [X]  Nonqualified              [X]   IRA Rollover (IRC Section 408)

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

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

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

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

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

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

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

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


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

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

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

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

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

                    Accepted__________________________________________
</TABLE>

GPAPPNY(1/96)



     [Aetna Letterhead]                       151 Farmington Avenue
     [Aetna Logo]                             Hartford, CT  06156

                                              Julie E. Rockmore
     April 17, 1998                           Counsel
                                              Law Division, RE4A
                                              Investments & Financial Services
                                              (860) 273-4686
                                              Fax:  (860) 273-8340

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

Re:    Aetna Life Insurance and Annuity Company and its Variable
       Annuity Account B
       Post-Effective Amendment No. 8 to Registration Statement on
       Form N-4
       Prospectus Title:  ALIAC Growth Plus
       File Nos.:  33-79122 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. 8. 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.



<PAGE>



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

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

Sincerely,

/s/ Julie E. Rockmore

Julie E. Rockmore


                         Consent of Independent Auditors

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

We consent to the use of our reports dated February 3, 1998 and February 27,
1998 included in this Post-Effective Amendment No. 8 to Registration Statement
(No. 33-79122) on Form N-4 and to the references to our firm under the headings
"Condensed Financial Information" in the prospectus 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 CALCUALTION (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>
- ------------------------------------------------------------------------------------------------------------
                                                    Maintenance                                  One Year
       Fund Name                                       Fee          As of Date      As of AUV   as of Date
- ------------------------------------------------------------------------------------------------------------
<S>                                                     <C>         <C>             <C>         <C> 
Federated American Leaders Fund II                      30          12/31/97         20.28723   12/31/96
- ------------------------------------------------------------------------------------------------------------
Federated Equity Income Fund II                         30          12/31/97        12.305409   02/28/97
- ------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II        30          12/31/97        11.882802   12/31/96
- ------------------------------------------------------------------------------------------------------------
Federated Growth Strategies Fund II                     30          12/31/97        15.777259   12/31/96
- ------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II                      30          12/31/97        14.724322   12/31/96
- ------------------------------------------------------------------------------------------------------------
Federated International Equity Fund II                  30          12/31/97        11.887511   12/31/96
- ------------------------------------------------------------------------------------------------------------
Federated Prime Money Fund II                           30          12/31/97        11.119024   12/31/96
- ------------------------------------------------------------------------------------------------------------
Federated Utility Fund II                               30          12/31/97        16.611043   12/31/96
- ------------------------------------------------------------------------------------------------------------


<PAGE>


<CAPTION>
- -------------------------------------------------------------------------------------------------------------
   One Year         One Year     Five Year     Five Year  Five Year    Ten Year         Ten Year    Ten Year
  as of AUV          w/ DSC     as of Date     as of AUV   w/ DSC     as of Date        as of AUV    w/ DSC
- -------------------------------------------------------------------------------------------------------------
<C>                  <C>         <C>           <C>        <C>          <C>              <C>         <C>
 15.547578           22.64%      09/30/94                              09/30/94
- -------------------------------------------------------------------------------------------------------------
                                 02/28/97                              02/28/97
- -------------------------------------------------------------------------------------------------------------
 11.099349            0.62%      09/30/94                              09/30/94
- -------------------------------------------------------------------------------------------------------------
 12.596299           17.72%      10/02/95                              10/02/95
- -------------------------------------------------------------------------------------------------------------
 13.118818            5.49%      09/30/94                              09/30/94
- -------------------------------------------------------------------------------------------------------------
 10.951879            2.01%      05/31/95                              05/31/95
- -------------------------------------------------------------------------------------------------------------
 10.746775           (2.76%)     11/30/94                              11/30/94
- -------------------------------------------------------------------------------------------------------------
  13.30343           17.35%      09/30/94                              09/30/94
- -------------------------------------------------------------------------------------------------------------


<PAGE>


<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                       Separate                                       
 Inception    Inception      Inception  Account                  One Year  Three     Five Year  Ten Year
    Date         AUV          w/ DSC    Charge       Free Out      DSC    Year DSC     DSC        DSC
- ---------------------------------------------------------------------------------------------------------
<C>            <C>             <C>       <C>           <C>         <C>      <C>        <C>        <C>  
  09/30/94        9.9987       23.76%    140           0.15        6.00%    4.00%      2.00%      0.00%
- ---------------------------------------------------------------------------------------------------------
  02/28/97     10.561494        8.34%    140           0.15        6.00%    4.00%      2.00%      0.00%
- ---------------------------------------------------------------------------------------------------------
  09/30/94      9.993809        4.55%    140           0.15        6.00%    4.00%      2.00%      0.00%
- ---------------------------------------------------------------------------------------------------------
  11/30/95     10.288488       21.26%    140           0.15        6.00%    4.00%      2.00%      0.00%
- ---------------------------------------------------------------------------------------------------------
  09/30/94      9.984514       11.93%    140           0.15        6.00%    4.00%      2.00%      0.00%
- ---------------------------------------------------------------------------------------------------------
  05/31/95      9.999389        5.46%    140           0.15        6.00%    4.00%      2.00%      0.00%
- ---------------------------------------------------------------------------------------------------------
  11/30/94     10.005649        2.45%    140           0.15        6.00%    4.00%      2.00%      0.00%
- ---------------------------------------------------------------------------------------------------------
  09/30/94      9.978018       16.30%    140           0.15        6.00%    4.00%      2.00%      0.00%
- ----------------------------------------------------------------------------------------------------------


<PAGE>


<CAPTION>
- -------------
  Inception 
      DSC
- -------------
      <C>  
      4.00%
- -------------
      7.00%
- -------------
      4.00%
- -------------
      5.00%
- -------------
      4.00%
- -------------
      5.00%
- -------------
      4.00%
- -------------
      4.00%
- -------------
</TABLE>





<PAGE>




<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
                                                     Maintenance                                    One Year
      Fund Name                                         Fee           As of Date       As of AUV   as of Date
- -------------------------------------------------------------------------------------------------------------
<S>                                                      <C>          <C>             <C>          <C>      
Federated American Leaders Fund II                       30           12/31/97         20.28723    12/31/96
- -------------------------------------------------------------------------------------------------------------
Federated Equity Income Fund II                          30           12/31/97        12.305409    01/02/97
- -------------------------------------------------------------------------------------------------------------
Federated Fund for U.S. Government Securities II         30           12/31/97        11.882802    12/31/96
- -------------------------------------------------------------------------------------------------------------
Federated Growth Strategies Fund II                      30           12/31/97        15.777259    12/31/96
- -------------------------------------------------------------------------------------------------------------
Federated High Income Bond Fund II                       30           12/31/97        14.724322    12/31/96
- -------------------------------------------------------------------------------------------------------------
Federated International Equity Fund II                   30           12/31/97        11.887511    12/31/96
- -------------------------------------------------------------------------------------------------------------
Federated Prime Money Fund II                            30           12/31/97        11.119024    12/31/96
- -------------------------------------------------------------------------------------------------------------
Federated Utility Fund II                                30           12/31/97        16.611043    12/31/96
- -------------------------------------------------------------------------------------------------------------


<PAGE>                                                                                          


<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
  One Year       One Year    Three Year         Three Year     Three Year    Five Year      Five Year   Five Year
 as of AUV       w/out DSC   as of Date         as of AUV       w/out DSC    as of Date     as of AUV   w/out DSC
- -----------------------------------------------------------------------------------------------------------------
<C>               <C>         <C>               <C>               <C>         <C>           <C>         <C>
 15.547578        30.47%      12/30/94           9.836834         27.27%      02/10/94
- -----------------------------------------------------------------------------------------------------------------
                              01/02/97                                        01/02/97
- -----------------------------------------------------------------------------------------------------------------
 11.099349         7.04%      12/30/94           10.07309          5.65%      03/28/94
- -----------------------------------------------------------------------------------------------------------------
 12.596299        25.24%                                                      10/02/95
- -----------------------------------------------------------------------------------------------------------------
 13.118818        12.22%      12/30/94           9.805358         14.50%      03/01/94
- -----------------------------------------------------------------------------------------------------------------
 10.951879         8.53%                                                      05/07/95
- -----------------------------------------------------------------------------------------------------------------
 10.746775         3.45%      12/30/94          10.032208          3.47%      11/17/94
- -----------------------------------------------------------------------------------------------------------------
  13.30343        24.85%      12/30/94           9.876361         18.91%      02/10/94
- -----------------------------------------------------------------------------------------------------------------


<PAGE>


<CAPTION>
- -------------------------------------------------------------------------------------------------------------
                                                                                      Separate
  Ten Year       Ten Year    Ten Year    Inception      Inception      Inception       Account
 as of Date     as of AUV   w/out DSC       Date            AUV        w/out DSC       Charge       Free Out
- -------------------------------------------------------------------------------------------------------------
<C>             <C>         <C>           <C>            <C>              <C>           <C>           <C> 
 02/10/94                                 02/10/94       10.029431        19.85%        140           0.15
- -------------------------------------------------------------------------------------------------------------
 01/02/97                                 01/02/97              10        23.04%        140           0.15
- -------------------------------------------------------------------------------------------------------------
 03/28/94                                 03/28/94        9.921704         4.89%        140           0.15
- -------------------------------------------------------------------------------------------------------------
 10/02/95                                 10/02/95       10.011456        22.42%        140           0.15
- -------------------------------------------------------------------------------------------------------------
 03/01/94                                 03/01/94       10.293537         9.77%        140           0.15
- -------------------------------------------------------------------------------------------------------------
 05/07/95                                 05/07/95       10.000979         6.72%        140           0.15
- -------------------------------------------------------------------------------------------------------------
 11/17/94                                 11/17/94        9.998777         3.44%        140           0.15
- -------------------------------------------------------------------------------------------------------------
 02/10/94                                 02/10/94       10.346817        12.93%        140           0.15
- -------------------------------------------------------------------------------------------------------------
</TABLE>                                                                        




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission