VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
485APOS, 1999-06-25
Previous: VACU DRY CO, 8-K, 1999-06-25
Next: ALEXANDERS J CORP, POS AM, 1999-06-25



As filed with the Securities and Exchange        Registration No. 333-56297
Commission on June 25, 1999                      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, TS31, 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, TS31, Hartford, Connecticut 06156
                     (Name and Address of Agent for Service)

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

It is proposed that this filing will become effective:

                 60 days after filing pursuant to paragraph (a)(1) of Rule 485

             [X] on September 1, 1999 pursuant to paragraph (a)(1) of Rule 485
<PAGE>

                           VARIABLE ANNUITY ACCOUNT B
                              CROSS REFERENCE SHEET

<TABLE>
<CAPTION>


                                                                   LOCATION - PROSPECTUS DATED
                                                                   MAY 3, 1999, AND AS AMENDED
FORM N-4                                                           BY SUPPLEMENTS DATED JUNE 1,
ITEM NO.                    PART A (PROSPECTUS)                    1999 AND SEPTEMBER __, 1999
   <S>    <C>                                                      <C>
    1     Cover Page...........................................    Cover Page

    2     Definitions..........................................    Not Applicable

    3     Synopsis.............................................    Contract Overview; Fee Table, and as amended

    4     Condensed Financial Information......................    Condensed Financial Information; Appendix IV -
                                                                   Condensed Financial Information

    5     General Description of Registrant, Depositor, and        Other Topics - The Company; Variable Annuity
          Portfolio Companies..................................    Account B; Appendix III - Description of
                                                                   Underlying Funds, and as amended

    6     Deductions and Expenses..............................    Fees, and as amended

    7     General Description of Variable Annuity Contracts....    Contract Overview

    8     Annuity Period.......................................    The Income Phase

    9     Death Benefit........................................    Death Benefit, and as amended

   10     Purchases and Contract Value.........................    Purchase and Rights; Your Account Value

   11     Redemptions..........................................    Your Right to Cancel; Systematic Distribution
                                                                   Options

   12     Taxes................................................    Taxation

   13     Legal Proceedings....................................    Other Topics - Legal Matters and Proceedings

   14     Table of Contents of the Statement of Additional         Contents of the Statement of Additional
          Information..........................................    Information
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                   LOCATION - STATEMENT OF
                                                                   ADDITIONAL INFORMATION, AND
FORM N-4                   PART B (STATEMENT OF                    AS AMENDED BY SUPPLEMENT
ITEM NO.                  ADDITIONAL INFORMATION)                  DATED SEPTEMBER __, 1999
   <S>    <C>                                                      <C>
   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 Contract

   20     Underwriters.........................................    Offering and Purchase of Contract

   21     Calculation of Performance Data......................    Performance Data, and as amended; Average
                                                                   Annual Total Return Quotations

   22     Annuity Payments.....................................    Income Phase Payments

   23     Financial Statements.................................    Financial Statements
</TABLE>

                           Part C (Other Information)

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

                                  PARTS A AND B

The Prospectus dated May 3, 1999 is incorporated in Part A of this
Post-Effective Amendment No. 8 by reference to Registrant's filing under Rule
497(c) filed on May 6, 1999 (File No. 333-56297). The Statement of Additional
Information (SAI) is incorporated in Part B of this Post-Effective Amendment by
reference to Post-Effective Amendment No. 6 to the Registration Statement on
Form N-4 (File No. 333-56297), as filed on April 14, 1999 and declared effective
on May 3, 1999.

Three Prospectus Supplements, each dated September __, 1999 are included in Part
A of this Post-Effective Amendment. One SAI Supplement dated September __, 1999
is included in Part B of this Post-Effective Amendment.
<PAGE>


                           VARIABLE ANNUITY ACCOUNT B
                    Aetna Life Insurance and Annuity Company


                        Supplement Dated September , 1999
                            to May 3, 1999 Prospectus


GENERAL DESCRIPTION OF GET G

Series G of the Aetna GET Fund (GET G) is an investment option that may be
available during the accumulation phase of the contract. Aetna Life Insurance
and Annuity Company (the Company, we, our) makes a guarantee, as described
below, when you direct money into GET G. Aeltus Investment Management, Inc.
serves as investment adviser to GET G.

We will offer GET G shares only during its offering period, which is scheduled
to run from September 15, 1999 through the close of business on December 14,
1999. GET G may not be available under your contract, your plan or in your
state. Please read the GET G prospectus for a more complete description of GET
G, including its charges and expenses.

INVESTMENT OBJECTIVE OF GET G

GET G seeks to achieve maximum total return, without compromising a targeted
minimum rate of return, by participating in favorable equity market performance
during its guarantee period.

GET G's guarantee period runs from December 15, 1999 through December 14, 2004.
During the offering period, all GET G assets will be invested in money market
instruments, and during the guarantee period will be invested in a combination
of fixed income and equity securities.

THE GET FUND GUARANTEE

The guarantee period for GET G will end on December 14, 2004 which is GET G's
maturity date. The Company guarantees that the value of an accumulation unit of
the GET G subaccount under the contract on the maturity date (as valued after
the close of business on December 14, 2004) will not be less than its value as
determined after the close of business on the last day of the offering period.
If the value on the maturity date is lower than it was on the last day of the
offering period, we will transfer funds from our general account to the GET G
subaccount to make up the difference. This means that if you remain invested in
GET G until the maturity date, at the maturity date you will receive no less
than the value of your separate account investment directed to GET G as of the
last day of the offering period, less any maintenance fees or any amounts you
transfer or withdraw from the GET G subaccount. The value of dividends or
distributions made by GET G during the guarantee period are not included in the
guarantee, nor does the guarantee promise that you will earn the fund's targeted
minimum rate of return referred to in the investment objective.

If you withdraw or transfer funds from GET G before the maturity date, we will
process the transactions at the actual unit value next determined after we
receive your order. The guarantee will not apply to these amounts or to amounts
deducted as a maintenance fee, if applicable.

MATURITY DATE

Before the maturity date, we will send a notice to each contract holder who has
amounts in GET G. This notice will remind you that the maturity date is
approaching and that you must choose other investment options for your GET G
amounts. If you do not make a choice, on the maturity date we will transfer your
GET G amounts to another available series of the GET Fund that is accepting
deposits. If no GET Fund series is available, we will transfer the account value
to the fund or funds designated by the Company. We will make these transfers as
of the unit value next determined after the transfer.


                       SUBJECT TO COMPLETION OR AMENDMENT

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus supplement shall not constitute an offer to sell or
the solicitation of any offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.


RH.GETGRETAIL-99                                                       July 1999
<PAGE>


INCOME PHASE

GET G is not available during the income phase. You should not select this
option if you wish to begin income payments or to make other withdrawals or
transfers before the maturity date. You must transfer your GET G account value
to another available investment option before you may elect an income phase
payment option. As stated above, the Company's guarantee will not apply to
amounts you withdraw or transfer before the maturity date.

REINVESTMENT

Some contracts allow you to reinvest all or a portion of the proceeds after a
full withdrawal. If you withdraw amounts from GET G and then elect to reinvest
them, we will reinvest them in a GET Fund series that is then accepting
deposits, if one is available. If one is not available, we will reallocate your
GET G amounts among the other investment options in which you were invested, on
a pro rata basis.

The following information supplements the "Fee Table" contained in the
prospectus:

MAXIMUM FEES DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT

In addition to the amounts currently listed under the heading "Fee Table" in the
prospectus, we will make a daily deduction of a GET G Guarantee Charge, equal on
an annual basis to the percentage shown below, from the amounts allocated to the
GET G investment option:

<TABLE>
<S>                                                                             <C>
 GET G Guarantee Charge (deducted daily during the Guarantee Period) .....      0.50%
Maximum Total Separate Account Expenses ..................................      1.90%(1)
</TABLE>

(1) The total separate account expenses that apply to your contract may be
    lower. Please refer to the "Fee Table" section of your prospectus.

The following information supplements the "Fund Expense Table" contained in the
prospectus:

Aetna GET Fund Series G Annual Expenses
(As a percentage of the average net assets)

<TABLE>
<CAPTION>
                               Investment                             Total Fund Annual Expenses
                            Advisory Fees(2)   Other Expenses(3)   (after expense reimbursement)(4)
                            ----------------   -----------------   --------------------------------
<S>                                <C>                <C>                        <C>
Aetna GET Fund Series G            0.60%              0.15%                      0.75%
</TABLE>

For more information regarding expenses paid out of assets of the fund, see the
GET G prospectus.

The following information supplements the "Hypothetical Examples" contained in
the prospectus.




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

(2) The Investment Advisory Fee will be 0.25% during the offering period and
    0.60% during the guarantee period.

(3) "Other Expenses" include an annual fund administrative fee of 0.075% of the
    average daily net assets of GET G and any additional direct fund expenses.

(4) The investment adviser is contractually obligated through GET G's maturity
    date to waive all or a portion of its investment advisory fee and/or its
    administrative fee and/or to reimburse a portion of the fund's other
    expenses in order to ensure that GET G's Total Fund Annual Expenses do not
    exceed 0.75% of the fund's average daily net assets. It is not expected that
    GET G's actual expenses without this waiver or reimbursement will exceed
    this amount.
<PAGE>


Hypothetical Examples--Aetna GET Fund Series G

THESE EXAMPLES ARE PURELY HYPOTHETICAL. THEY 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.

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the GET G
investment option under the contract (until GET G's maturity date) and assume a
5% annual return on the investment.(5)

                                    Example A
                                    ---------
If you withdraw your entire account value at the end of the periods shown, you
would pay the following expenses, including any applicable early withdrawal
charge:

<TABLE>
<CAPTION>
1 Year     3 Years     5 Years
- ------     -------     -------
<S>        <C>         <C>
$90        $137        $177
</TABLE>

                                    Example B
                                    ---------
If at the end of the periods shown you (1) leave your entire account value
invested or (2) select an income phase payment option, you would pay the
following expenses (no early withdrawal charge is reflected):

<TABLE>
<CAPTION>
1 Year     3 Years     5 Years
- ------     -------     -------
<S>        <C>         <C>
$27        $83         $142
</TABLE>

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

(5) The examples shown above reflect an annual mortality and expense risk charge
    of 1.25%, an annual contract administrative expense charge of 0.15%, an
    annual GET G guarantee charge of 0.50%, a $30 annual maintenance fee that
    has been converted to a percentage of assets equal to 0.022%, and all
    charges and expenses of the GET G Fund. Example A reflects an early
    withdrawal charge of 7% of the purchase payments at the end of year 1, 6% at
    the end of year 3, and 4% at the end of year 5. (The expenses that you would
    pay under your contract may be lower. Please refer to the "Fee Table"
    section of your prospectus.)
<PAGE>


                                    APPENDIX
                         DESCRIPTION OF UNDERLYING FUNDS

                            Aetna GET Fund (Series G)

INVESTMENT OBJECTIVE

Seeks to achieve maximum total return without compromising a minimum targeted
return (Targeted Return) by participating in favorable equity market performance
during the guarantee period, from December 15, 1999 through December 14, 2004,
the maturity date.

POLICIES

Prior to December 15, 1999, assets are invested entirely in money market
instruments. After that date, assets are allocated between equities and fixed
income securities. Equities consist primarily of common stocks. Fixed income
securities consist primarily of short- to intermediate-duration U.S. Government
securities and may also consist of mortgage backed securities and corporate
obligations. The investment adviser uses a proprietary computer model to
determine the percentage of assets to allocate between the fixed and the equity
components. As the value of the equity component declines, more assets are
allocated to the fixed component.

RISKS

The principal risks of investing in GET G are those generally attributable to
stock and bond investing. The success of Series G's strategy depends on the
investment adviser's skill in allocating assets between the equity and fixed
components and in selecting investments within each component. Because Series G
invests in both stocks and bonds, it may underperform stock funds when stocks
are in favor and underperform bond funds when bonds are in favor. The risks
associated with investing in stocks include sudden and unpredictable drops in
the value of the market as a whole and periods of lackluster or negative
performance. The principal risk associated with investing in bonds is that
interest rates may rise, which generally causes bond prices to fall. If at the
inception of, or any time during, the guarantee period interest rates are low,
Series G assets may be largely invested in the fixed component in order to
increase the likelihood of achieving the Targeted Return at the maturity date.
The effect of low interest rates on Series G would likely be more pronounced at
the beginning of the guarantee period as the initial allocation of assets would
include more fixed income securities. In addition, if during the guarantee
period the equity markets experienced a major decline, Series G assets may
become largely invested in the fixed component in order to increase the
likelihood of achieving the Target Return at the maturity date. Use of the fixed
component reduces Series G's ability to participate as fully in upward equity
market movements, and therefore represents some loss of opportunity, or
opportunity cost, compared to a portfolio that is fully invested in equities.

Investment Adviser: Aeltus Investment Management, Inc.




RH.GETGRETAIL-99                                                       July 1999
<PAGE>


       VARIABLE ANNUITY ACCOUNT B Aetna Life Insurance and Annuity Company

    Supplement dated September , 1999 to the Prospectus dated May 3, 1999 as
                     amended by Supplement dated May 5, 1999

Aetna Variable Annuity--Group and Individual Deferred Variable Annuity Contracts

    The information in this supplement updates and amends certain information
    contained in the prospectus dated May 3, 1999 and restates the information
    in and replaces the prospectus supplement dated May 5, 1999. You should read
    this supplement along with the prospectus.

1. The list of available funds on page 1 of the prospectus is revised to add the
   Fidelity Variable Insurance Products Fund (VIP) Growth Portfolio and to
   change the names of the three Mitchell Hutchins mutual funds to Mitchell
   Hutchins Series Trust Growth and Income Portfolio, Mitchell Hutchins Series
   Trust Small Cap Portfolio and Mitchell Hutchins Series Trust Tactical
   Allocation Portfolio.

2. The following information replaces the "Option Packages" section on page 4 of
   the prospectus:

Option Packages: There are three option packages available under the contract.
You select an option package at the time of application. Each option package is
distinct. The differences are summarized as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                          Option Package I          Option Package II        Option Package III
- ------------------------------------------------------------------------------------------------------
 <S>                  <C>                       <C>                       <C>
 Mortality and
 Expense Risk
 Charge(1):               0.80%                     1.10%                     1.25%
- ------------------------------------------------------------------------------------------------------
 Death Benefit(2)     The greater of:           The greatest of:          The greatest of:
 on Death of the      (1) The sum of all        (1) The sum of all        (1) The sum of all
 Annuitant(3):            payments made,            payments made,            payments made,
                          adjusted for              adjusted for              adjusted for amounts
                          amounts withdrawn or      amounts withdrawn or      withdrawn or applied
                          applied to an income      applied to an income      to an income phase
                          phase payment as of       phase payment as of       payment as of the claim
                          the claim date; or        the claim date; or        date; or
                      (2) The account value on  (2) The account value on  (2) The account value on
                          the claim date            the claim date; or        the claim date; or
                                                (3) The "step-up value"   (3) The "step-up value"
                                                    on the claim date         on the claim date; or
                                                                          (4) The "roll-up value"
                                                                              on the claim date(4)
- ------------------------------------------------------------------------------------------------------
 Minimum Initial         Non-                      Non-                      Non-
 Payment/Account      Qualified:   Qualified:   Qualified:   Qualified:   Qualified:   Qualified:
 Value(5):             $15,000       $1,500       $5,000       $1,500       $5,000       $1,500
- ------------------------------------------------------------------------------------------------------
 Free                 10% of your account       10% of your account       10% of your account
 Withdrawals(6):      value each account        value each account        value each account
                      year, non cumulative.     year, non cumulative.     year, cumulative to a
                                                                          maximum 30%.
- ------------------------------------------------------------------------------------------------------
 Nursing Home
 Waiver--Waiver
 of Early Withdrawal  Not available             Available                 Available
 Charge(7):
- ------------------------------------------------------------------------------------------------------
</TABLE>

(1) See "Fee Table" and "Fees."

(2) See "Death Benefit."

(3) When a contract holder is not the annuitant, the amount of the death benefit
    is not the same as shown above under each option package. See "Death
    Benefit." A contract holder who is not the annuitant should seriously
    consider whether Option Packages II and III are suitable for their
    circumstances.

(4) The "roll-up value" is not available on contracts issued in the state of New
    York. For contracts issued in the state of New York, the benefit payable
    upon the death of the annuitant under Option Package III is the same as that
    described under Option Package II. Because of this, for contracts issued in
    New York an annuitant should consider whether Option Package III meets their
    individual investment objectives.

(5) See "Purchase and Rights."

(6) See "Fees."

(7) See "Fees." The Nursing Home Waiver is not available in the state of New
    York under any of the three option packages.

Form No.: X.AVAMH-99-1                                     September 1999
<PAGE>


3. The following information replaces the "Early Withdrawal Charge" section on
   page 7 of the prospectus:

Early Withdrawal Charge. (As a percentage of payments withdrawn.)

             FOR CONTRACTS ISSUED OUTSIDE OF THE STATE OF NEW YORK:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
           CONTRACTS OTHER THAN
            ROTH IRA CONTRACTS:                          ROTH IRA CONTRACTS:
- -----------------------------------------------------------------------------------------
                                   Early                                       Early
     Years From Receipt         Withdrawal         Completed Account         Withdrawal
         of Payment               Charge                 Years                 Charge
- -----------------------------------------------------------------------------------------
 <S>                               <C>        <C>                               <C>
 Less than 2                       7%         Less than 1                       5%
- -----------------------------------------------------------------------------------------
 2 or more but less than 4         6%         1 or more but less than 2         4%
- -----------------------------------------------------------------------------------------
 4 or more but less than 5         5%         2 or more but less than 3         3%
- -----------------------------------------------------------------------------------------
 5 or more but less than 6         4%         3 or more but less than 4         2%
- -----------------------------------------------------------------------------------------
 6 or more but less than 7         3%         4 or more but less than 5         1%
- -----------------------------------------------------------------------------------------
 7 or more                         0%         5 or more                         0%
- -----------------------------------------------------------------------------------------
</TABLE>

                 FOR CONTRACTS ISSUED IN THE STATE OF NEW YORK:

<TABLE>
<CAPTION>
- ---------------------------------------------
            FOR ALL CONTRACTS:
- ---------------------------------------------
                                   Early
      Years From Receipt         Withdrawal
          of Payment               Charge
- ---------------------------------------------
  <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>
<PAGE>


4. The following replaces the information about the three Mitchell Hutchins
   portfolios contained in the "Fund Expense Table" and adds information about
   the Fidelity VIP Growth Portfolio on pages 8 and 9 of the prospectus:

                               Fund Expense Table

<TABLE>
<CAPTION>
                                                                Total Fund                       Net Fund
                                                                  Annual                          Annual
                                                                 Expenses                        Expenses
                                    Investment                    Without         Total            After
                                     Advisory        Other      Waivers or     Waivers and        Waivers
                                      Fees(1)      Expenses     Reductions      Reductions     or Reductions
                                    ----------     --------     ----------     -----------     -------------
<S>                                     <C>           <C>           <C>            <C>              <C>
Mitchell Hutchins Series Trust
 Growth and Income Portfolio
 (Class I shares)(4)                    0.70%         0.59%         1.29%          0.25%            1.04%
Mitchell Hutchins Series Trust
 Small Cap Portfolio
 (Class I shares)(4)                    1.00%         1.19%         2.19%          0.25%            1.94%
Mitchell Hutchins Series Trust
 Tactical Allocation Portfolio
 (Class I shares)(4)                    0.50%         0.70%         1.20%          0.25%            0.95%
Fidelity VIP Growth Portfolio(5)        0.59%         0.09%         0.68%          0.02%            0.66%
</TABLE>

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

(1) Certain of the fund advisers reimburse the company for administrative costs
    incurred in connection with administering the funds as variable funding
    options under the contract. These reimbursements are generally paid out of
    the management fees and are not charged to investors. For the AIM Funds, the
    reimbursements may be paid out of the fund assets in an amount up to 0.25%
    annually. Any such reimbursements paid from the AIM Funds' assets are
    included in the "Other Expenses" column.

(4) The "Other Expenses" and "Total Fund Annual Expenses" are estimated because
    there were no Class I shares outstanding as of December 31, 1998. The "Other
    Expenses" include an annual 0.25% fee imposed under a distribution plan
    pursuant to Rule 12b-1 under the Investment Company Act of 1940. This plan
    provides that each portfolio may pay to certain distributors of the
    portfolios a distribution fee at an annual rate of up to 0.25% of its
    average daily net assets attributable to its Class I shares. Mitchell
    Hutchins has voluntarily and temporarily agreed to waive the distribution
    fee, however, Mitchell Hutchins reserves the right to discontinue the waiver
    of the distribution fee at any time upon notice to shareholders.

(5) A portion of the brokerage commissions that certain funds pay was used to
    reduce fund expenses. In addition, certain funds, or the investment adviser
    on behalf of certain funds, have entered into arrangements with their
    custodian whereby credits realized as a result of uninvested cash balances
    were used to reduce custodian expenses. These credits are included under
    "Total Waivers and Reductions."
<PAGE>


5. "For Contracts Issued Outside of the State of New York" is added to the top
   of each of the hypothetical examples on pages 10 through 15 of the
   prospectus.

6. The following hypothetical examples replace the expense information about the
   three Mitchell Hutchins portfolios contained in the "Hypothetical Examples"
   and add expense information about the Fidelity VIP Growth Portfolio on pages
   10 through 15 of the prospectus:

For Contracts Issued Outside of the State of New York

Hypothetical Example: Option Package I--For Contracts Other than ROTH IRA
Contracts

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
I (i.e., mortality and expense risk charge of 0.80%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    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>
Fidelity VIP Growth Portfolio             $80      $105      $125      $196       $17      $52       $ 90      $196

Mitchell Hutchins Series Trust
 Growth and Income Portfolio
 (Class I shares)                         $86      $124      $157      $260       $23      $71       $121      $260

Mitchell Hutchins Series Trust
 Small Cap Portfolio (Class I shares)     $95      $151      $201      $347       $32      $98       $166      $347

Mitchell Hutchins Series Trust
 Tactical Allocation Portfolio
 (Class I shares)                         $85      $121      $152      $251       $22      $68       $117      $251
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).
<PAGE>


For Contracts Issued Outside of the State of New York

Hypothetical Example: Option Package I--For ROTH IRA Contracts

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
I (i.e., mortality and expense risk charge of 0.80%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    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>
Fidelity VIP Growth Portfolio             $53      $ 70      $ 90      $196       $17      $52       $ 90      $196

Mitchell Hutchins Series Trust
 Growth and Income Portfolio
 (Class I shares)                         $59      $ 89      $121      $260       $23      $71       $121      $260

Mitchell Hutchins Series Trust
 Small Cap Portfolio (Class I shares)     $68      $115      $166      $347       $32      $98       $166      $347

Mitchell Hutchins Series Trust
 Tactical Allocation Portfolio
 (Class I shares)                         $58      $ 86      $117      $251       $22      $68       $117      $251
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).
<PAGE>


For Contracts Issued Outside of the State of New York

Hypothetical Example: Option Package II--For Contracts Other than ROTH IRA
Contracts

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
II (i.e., mortality and expense risk charge of 1.10%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    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>
Fidelity VIP Growth Portfolio             $83      $115      $141      $228       $20      $ 61      $105      $228

Mitchell Hutchins Series Trust
 Growth and Income Portfolio
 (Class I shares)                         $89      $133      $172      $290       $26      $ 80      $136      $290

Mitchell Hutchins Series Trust
 Small Cap Portfolio (Class I shares)     $98      $160      $216      $374       $32      $106      $180      $374

Mitchell Hutchins Series Trust
 Tactical Allocation Portfolio
 (Class I shares)                         $88      $131      $167      $281       $25      $ 77      $132      $281
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).
<PAGE>


For Contracts Issued Outside of the State of New York

Hypothetical Example: Option Package II--For ROTH IRA Contracts

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
II (i.e., mortality and expense risk charge of 1.10%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    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>
Fidelity VIP Growth Portfolio             $56      $ 79      $105      $228       $20      $ 61      $105      $228

Mitchell Hutchins Series Trust
 Growth and Income Portfolio
 (Class I shares)                         $62      $ 98      $136      $290       $26      $ 80      $136      $290

Mitchell Hutchins Series Trust
 Small Cap Portfolio (Class I shares)     $71      $124      $180      $374       $35      $106      $180      $374

Mitchell Hutchins Series Trust
 Tactical Allocation Portfolio
 (Class I shares)                         $61      $ 95      $132      $281       $25      $ 77      $132      $281
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).
<PAGE>


For Contracts Issued Outside of the State of New York

Hypothetical Example: Option Package III--For Contracts Other than ROTH IRA
Contracts

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
III (i.e., mortality and expense risk charge of 1.25%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    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>
Fidelity VIP Growth Portfolio             $84      $119      $148      $243       $21      $ 66      $113      $243

Mitchell Hutchins Series Trust
 Growth and Income Portfolio
 (Class I shares)                         $90      $138      $179      $304       $27      $ 84      $144      $304

Mitchell Hutchins Series Trust
 Small Cap Portfolio (Class I shares)     $99      $164      $223      $387       $36      $111      $187      $387

Mitchell Hutchins Series Trust
 Tactical Allocation Portfolio
 (Class I shares)                         $89      $135      $175      $296       $27      $ 82      $139      $296
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).
<PAGE>


For Contracts Issued Outside of the State of New York

Hypothetical Example: Option Package III--For ROTH IRA Contracts

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
III (i.e., mortality and expense risk charge of 1.25%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    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>
Fidelity VIP Growth Portfolio             $57      $ 84      $113      $243       $21      $ 66      $113      $243

Mitchell Hutchins Series Trust
 Growth and Income Portfolio
 (Class I shares)                         $63      $102      $144      $304       $27      $ 84      $144      $304

Mitchell Hutchins Series Trust
 Small Cap Portfolio (Class I shares)     $72      $129      $187      $387       $36      $111      $187      $387

Mitchell Hutchins Series Trust
 Tactical Allocation Portfolio
 (Class I shares)                         $62      $ 99      $139      $296       $27      $ 82      $139      $296
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).

7. The following Hypothetical Examples for contracts issued in the state of New
   York are added before the "Condensed Financial Information" section on page
   16 of the prospectus:
<PAGE>


For Contracts Issued in the State of New York

Hypothetical Example: Option Package I

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
I (i.e., mortality and expense risk charge of 0.80%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account   If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods       you (1) leave your entire account
        representation of past or future    shown, you would pay the following    value invested or (2) select an income
        expenses or expected returns.       expenses, including any applicable    phase payment option, you would
[arrow] Actual expenses and/or returns      early withdrawal charge:              pay the following expenses (no early
        may be more or less than those                                            withdrawal charge is reflected):*
        shown in these examples.
- ----------------------------------------  1 Year   3 Years   5 Years   10 Years   1 Year   3 Years   5 Years   10 Years
                                          ------   -------   -------   --------   ------   -------   -------   --------
<S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
Aetna Balanced VP, Inc.                   $70      $ 85      $103      $186       $16      $49       $ 85      $186
Aetna Bond VP                             $69      $ 82      $ 98      $176       $15      $47       $ 80      $176
Aetna Growth VP                           $71      $ 90      $111      $203       $18      $54       $ 93      $203
Aetna Growth and Income VP                $70      $ 85      $102      $185       $16      $49       $ 85      $185
Aetna Index Plus Large Cap VP             $68      $ 81      $ 95      $170       $14      $45       $ 78      $170
Aetna International VP                    $85      $130      $178      $336       $31      $94       $160      $336
Aetna Money Market VP                     $67      $ 77      $ 90      $158       $13      $42       $ 72      $158
Aetna Real Estate Securities VP           $79      $112      $148      $279       $25      $76       $131      $279
Aetna Small Company VP                    $73      $ 94      $118      $218       $19      $59       $101      $218
AIM V.I. Capital Appreciation Fund        $70      $ 87      $107      $195       $17      $52       $ 89      $195
AIM V.I. Growth Fund                      $71      $ 89      $110      $200       $17      $53       $ 92      $200
AIM V.I. Growth & Income Fund             $70      $ 87      $106      $192       $16      $51       $ 88      $192
AIM V.I. Value Fund                       $70      $ 87      $106      $193       $17      $51       $ 89      $193
Fidelity VIP Equity-Income Portfolio      $70      $ 85      $102      $185       $16      $49       $ 85      $185
Fidelity VIP Growth Portfolio             $71      $ 88      $107      $196       $17      $52       $ 90      $196
Fidelity VIP High Income Portfolio        $71      $ 88      $108      $198       $17      $53       $ 91      $198
Fidelity VIP II Contrafund Portfolio      $71      $ 88      $108      $198       $17      $53       $ 91      $198
Janus Aspen Aggressive Growth Portfolio   $71      $ 90      $111      $203       $18      $54       $ 93      $203
Janus Aspen Balanced Portfolio            $71      $ 90      $111      $202       $17      $54       $ 93      $202
Janus Aspen Growth Portfolio              $71      $ 90      $111      $203       $18      $54       $ 93      $203
Janus Aspen Worldwide Growth Portfolio    $71      $ 90      $111      $202       $17      $54       $ 93      $202
MFS Total Return Series                   $73      $ 95      $119      $220       $19      $59       $102      $220
Mitchell Hutchins Series Trust Growth
 and Income Portfolio (Class I Shares)    $77      $106      $139      $260       $23      $71       $121      $260
Mitchell Hutchins Series Trust
 Small Cap Portfolio (Class I Shares)     $86      $133      $183      $347       $32      $98       $166      $347
Mitchell Hutchins Series Trust
 Tactical Allocation Portfolio
 (Class I Shares)                         $76      $104      $134      $251       $22      $68       $117      $251
Oppenheimer Aggressive Growth
 Fund/VA                                  $71      $ 89      $109      $199       $17      $53       $ 91      $199
Oppenheimer Main Street Growth
 & Income Fund/VA                         $72      $ 91      $113      $208       $18      $55       $ 96      $208
Oppenheimer Strategic Bond Fund/VA        $72      $ 91      $114      $209       $18      $56       $ 96      $209
Portfolio Partners MFS Emerging
 Equities Portfolio                       $72      $ 92      $114      $210       $18      $56       $ 96      $210
Portfolio Partners MFS Research
 Growth Portfolio                         $72      $ 93      $116      $214       $19      $57       $ 99      $214
Portfolio Partners MFS Value Equity
 Portfolio                                $73      $ 94      $119      $219       $19      $59       $101      $219
Portfolio Partners Scudder
 International Growth Portfolio           $74      $ 98      $124      $230       $20      $62       $106      $230
</TABLE>

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

* This example does not apply during the income phase if you selected a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the lump
  sum payment is treated as a withdrawal during the accumulation phase and may
  be subject to an early withdrawal charge (refer to Example A).
<PAGE>


For Contracts Issued in the State of New York

Hypothetical Example: Option Package II

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
II (i.e., mortality and expense risk charge of 1.10%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account   If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods       you (1) leave your entire account
        representation of past or future    shown, you would pay the following    value invested or (2) select an income
        expenses or expected returns.       expenses, including any applicable    phase payment option, you would
[arrow] Actual expenses and/or returns      early withdrawal charge:              pay the following expenses (no early
        may be more or less than those                                            withdrawal charge is reflected):*
        shown in these examples.
- ----------------------------------------  1 Year   3 Years   5 Years   10 Years   1 Year   3 Years   5 Years   10 Years
                                          ------   -------   -------   --------   ------   -------   -------   --------
<S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
Aetna Balanced VP, Inc.                   $73      $ 94      $118      $218       $19      $ 59      $101      $218
Aetna Bond VP                             $72      $ 91      $114      $209       $18      $ 56      $ 96      $209
Aetna Growth VP                           $74      $ 99      $127      $235       $21      $ 63      $109      $235
Aetna Growth and Income VP                $73      $ 94      $118      $217       $19      $ 58      $100      $217
Aetna Index Plus Large Cap VP             $71      $ 90      $111      $203       $18      $ 54      $ 93      $203
Aetna International VP                    $88      $139      $192      $363       $34      $103      $174      $363
Aetna Money Market VP                     $70      $ 86      $105      $191       $16      $ 51      $ 88      $191
Aetna Real Estate Securities VP           $82      $121      $163      $308       $28      $ 85      $146      $308
Aetna Small Company VP                    $76      $103      $134      $250       $22      $ 68      $116      $250
AIM V.I. Capital Appreciation Fund        $74      $ 97      $122      $227       $20      $ 61      $105      $227
AIM V.I. Growth Fund                      $74      $ 98      $125      $232       $20      $ 63      $107      $232
AIM V.I. Growth & Income Fund             $73      $ 96      $121      $225       $20      $ 60      $104      $225
AIM V.I. Value Fund                       $73      $ 96      $122      $226       $20      $ 61      $104      $226
Fidelity VIP Equity-Income Portfolio      $73      $ 94      $118      $217       $19      $ 58      $100      $217
Fidelity VIP Growth Portfolio             $74      $ 97      $123      $228       $20      $ 61      $105      $228
Fidelity VIP High Income Portfolio        $74      $ 98      $124      $230       $20      $ 62      $106      $230
Fidelity VIP II Contrafund Portfolio      $74      $ 98      $124      $230       $20      $ 62      $106      $230
Janus Aspen Aggressive Growth Portfolio   $74      $ 99      $127      $235       $21      $ 63      $109      $235
Janus Aspen Balanced Portfolio            $74      $ 99      $126      $234       $20      $ 63      $108      $234
Janus Aspen Growth Portfolio              $74      $ 99      $127      $235       $21      $ 63      $109      $235
Janus Aspen Worldwide Growth Portfolio    $74      $ 99      $126      $234       $20      $ 63      $108      $234
MFS Total Return Series                   $76      $104      $135      $252       $22      $ 68      $117      $252
Mitchell Hutchins Series Trust Growth
 and Income Portfolio (Class I Shares)    $80      $115      $154      $290       $26      $ 80      $136      $290
Mitchell Hutchins Series Trust Small
 Cap Portfolio (Class I Shares)           $89      $142      $198      $374       $35      $106      $180      $374
Mitchell Hutchins Series Trust Tactical
 Allocation Portfolio (Class I Shares)    $79      $113      $149      $281       $25      $ 77      $132      $281
Oppenheimer Aggressive Growth
 Fund/VA                                  $74      $ 98      $125      $231       $20      $ 62      $107      $231
Oppenheimer Main Street Growth &
 Income Fund/VA                           $75      $100      $129      $239       $21      $ 65      $111      $239
Oppenheimer Strategic Bond Fund/VA        $75      $101      $129      $240       $21      $ 65      $111      $240
Portfolio Partners MFS Emerging
 Equities Portfolio                       $75      $101      $130      $241       $21      $ 65      $112      $241
Portfolio Partners MFS Research
 Growth Portfolio                         $75      $102      $132      $245       $22      $ 66      $114      $245
Portfolio Partners MFS Value Equity
 Portfolio                                $76      $104      $134      $251       $22      $ 68      $117      $251
Portfolio Partners Scudder
 International Growth Portfolio           $77      $107      $139      $261       $23      $ 71      $122      $261
</TABLE>

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

* This example does not apply during the income phase if you selected a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the lump
  sum payment is treated as a withdrawal during the accumulation phase and may
  be subject to an early withdrawal charge (refer to Example A).
<PAGE>


For Contracts Issued in the State of New York

Hypothetical Example: Option Package III

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
III (i.e., mortality and expense risk charge of 1.25%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account   If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods       you (1) leave your entire account
        representation of past or future    shown, you would pay the following    value invested or (2) select an income
        expenses or expected returns.       expenses, including any applicable    phase payment option, you would
[arrow] Actual expenses and/or returns      early withdrawal charge:              pay the following expenses (no early
        may be more or less than those                                            withdrawal charge is reflected):*
        shown in these examples.
- ----------------------------------------  1 Year   3 Years   5 Years   10 Years   1 Year   3 Years   5 Years   10 Years
                                          ------   -------   -------   --------   ------   -------   -------   --------
<S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
Aetna Balanced VP, Inc.                   $74      $ 99      $126      $234       $20      $ 63      $108      $234
Aetna Bond VP                             $73      $ 96      $121      $225       $20      $ 60      $104      $225
Aetna Growth VP                           $76      $104      $134      $251       $22      $ 68      $117      $251
Aetna Growth and Income VP                $74      $ 98      $126      $233       $20      $ 63      $108      $233
Aetna Index Plus Large Cap VP             $73      $ 94      $119      $219       $19      $ 59      $101      $219
Aetna International VP                    $89      $143      $199      $377       $35      $107      $181      $377
Aetna Money Market VP                     $72      $ 91      $113      $208       $18      $ 55      $ 96      $208
Aetna Real Estate Securities VP           $83      $126      $171      $323       $29      $ 90      $153      $323
Aetna Small Company VP                    $77      $108      $141      $265       $23      $ 72      $124      $265
AIM V.I. Capital Appreciation Fund        $75      $101      $130      $242       $21      $ 66      $112      $242
AIM V.I. Growth Fund                      $76      $103      $133      $247       $22      $ 67      $115      $247
AIM V.I. Growth & Income Fund             $75      $101      $129      $240       $21      $ 65      $111      $240
AIM V.I. Value Fund                       $75      $101      $130      $241       $21      $ 65      $112      $241
Fidelity VIP Equity-Income Portfolio      $74      $ 98      $126      $233       $20      $ 63      $108      $233
Fidelity VIP Growth Portfolio             $75      $101      $131      $243       $21      $ 66      $113      $243
Fidelity VIP High Income Portfolio        $75      $102      $132      $245       $22      $ 66      $114      $245
Fidelity VIP II Contrafund Portfolio      $75      $102      $132      $245       $22      $ 66      $114      $245
Janus Aspen Aggressive Growth Portfolio   $76      $104      $134      $251       $22      $ 68      $117      $251
Janus Aspen Balanced Portfolio            $76      $103      $134      $250       $22      $ 68      $116      $250
Janus Aspen Growth Portfolio              $76      $104      $134      $251       $22      $ 68      $117      $251
Janus Aspen Worldwide Growth Portfolio    $76      $103      $134      $250       $22      $ 68      $116      $250
MFS Total Return Series                   $77      $108      $142      $267       $24      $ 73      $125      $267
Mitchell Hutchins Series Trust Growth
 and Income Portfolio (Class I Shares)    $81      $120      $161      $304       $27      $ 84      $144      $304
Mitchell Hutchins Series Trust Small
 Cap Portfolio (Class I Shares)           $90      $146      $205      $387       $36      $111      $187      $387
Mitchell Hutchins Series Trust Tactical
 Allocation Portfolio (Class I Shares)    $80      $117      $157      $296       $27      $ 82      $139      $296
Oppenheimer Aggressive Growth
 Fund/VA                                  $75      $102      $132      $246       $22      $ 67      $115      $246
Oppenheimer Main Street Growth &
 Income Fund/VA                           $76      $105      $136      $255       $22      $ 69      $119      $255
Oppenheimer Strategic Bond Fund/VA        $76      $105      $137      $256       $23      $ 69      $119      $256
Portfolio Partners MFS Emerging
 Equities Portfolio                       $76      $105      $137      $257       $23      $ 70      $119      $257
Portfolio Partners MFS Research
 Growth Portfolio                         $77      $107      $139      $261       $23      $ 71      $122      $261
Portfolio Partners MFS Value Equity
 Portfolio                                $77      $108      $142      $266       $24      $ 73      $124      $266
Portfolio Partners Scudder
 International Growth Portfolio           $78      $111      $147      $276       $25      $ 76      $129      $276
</TABLE>

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

* This example does not apply during the income phase if you selected a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the lump
  sum payment is treated as a withdrawal during the accumulation phase and may
  be subject to an early withdrawal charge (refer to Example A).
<PAGE>


8. The following information replaces the "Limits on How Many Investment Options
   You May Select" section on page 17 of the prospectus:

Limits on How Many Investment Options You May Select. Although there is
currently no limit, we reserve the right to limit the number of investment
options you may select at any one time or during the accumulation phase.

9. The following information replaces the final paragraph of the "Payment
   Amounts" section on page 20 of the prospectus:

Any additional payments must be at least $50 (we may change this amount from
time to time). A payment of more than $1,000,000 will be allowed only with our
consent.

10. The following information replaces the "Early Withdrawal Charge Schedules"
    section on page 24 of the prospectus:

Early Withdrawal Charge Schedules

             FOR CONTRACTS ISSUED OUTSIDE OF THE STATE OF NEW YORK:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
              CONTRACTS OTHER THAN
               ROTH IRA CONTRACTS:                                ROTH IRA CONTRACTS:
- -----------------------------------------------------------------------------------------------------
     Years From Receipt         Early Withdrawal         Completed Account         Early Withdrawal
         of Payment                  Charge                    Years                    Charge
- -----------------------------------------------------------------------------------------------------
 <S>                                  <C>           <C>                                  <C>
 Less than 2                          7%            Less than 1                          5%
- -----------------------------------------------------------------------------------------------------
 2 or more but less than 4            6%            1 or more but less than 2            4%
- -----------------------------------------------------------------------------------------------------
 4 or more but less than 5            5%            2 or more but less than 3            3%
- -----------------------------------------------------------------------------------------------------
 5 or more but less than 6            4%            3 or more but less than 4            2%
- -----------------------------------------------------------------------------------------------------
 6 or more but less than 7            3%            4 or more but less than 5            1%
- -----------------------------------------------------------------------------------------------------
 7 or more                            0%            5 or more                            0%
- -----------------------------------------------------------------------------------------------------
</TABLE>

                 FOR CONTRACTS ISSUED IN THE STATE OF NEW YORK:

<TABLE>
<CAPTION>
- ---------------------------------------------------
                FOR ALL CONTRACTS
- ---------------------------------------------------
      Years From Receipt         Early Withdrawal
          of Payment                  Charge
- ---------------------------------------------------
  <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>

11. The following information replaces the "First In, First Out" section on page
    24 of the prospectus:

First In, First Out. The early withdrawal charge is calculated separately for
each payment withdrawn. For purposes of calculating your early withdrawal
charge, we consider that your first payment to the account (first in) is the
first you withdraw (first out).

For example: For contracts other than Roth IRAs issued outside of the state of
New York, we calculate the early withdrawal charge based upon the number of
years since the payment was received. If your initial payment was made three
years ago, we will deduct an early withdrawal charge equal to 6% of the portion
of that payment withdrawn. The next time you make a withdrawal we will assess
the charge against the portion of the first payment that you did not withdraw
and/or your subsequent payments to your account in the order they were received.

For Roth IRAs issued outside of the state of New York, we will calculate the
early withdrawal charge based upon the number of completed account years. If
your initial payment was made three years ago, we will deduct an early
withdrawal charge equal to 2% of the portion of that payment withdrawn. The next
time you make a withdrawal we will assess the charge against the portion of the
first payment that you did not withdraw and/or your subsequent payments to your
account in the order they were received.

Earnings may be withdrawn after all payments have been withdrawn. There is no
early withdrawal charge for withdrawal of earnings.
<PAGE>


12. The following information replaces the first paragraph of the "Free
    Withdrawals" section on page 26 of the prospectus:

There is no early withdrawal charge if, during each account year, the amount
withdrawn is 10% or less of your account value on the later of the date we
established your account or the most recent anniversary of that date. Under
Option Package III, any unused percentage of the 10% free withdrawal amount
shall carry forward into successive account years, up to a maximum 30% of your
account value.

13. The following information replaces the fourth item in the "Waiver" section
    on page 25 of the prospectus:

[arrow] Taken because of the election of a systematic distribution option, but,
        with respect to the Systematic Withdrawal Option (SWO) and the Life
        Expectancy Option (LEO), only to the extent that the amount taken is 10%
        or less of your account value on the later of the date we established
        your account or the most recent anniversary of that date (See
        "Systematic Distribution Options")

14. The following information replaces the "Reduction or Elimination" section on
    page 25 of the prospectus:

Reduction or Elimination. We may reduce or eliminate the early withdrawal
charge if we anticipate savings on our administrative expenses due to any one
of the following:

[arrow] The size and type of group to whom the contract is offered
[arrow] The amount of expected payments
[arrow] A prior or existing relationship with the Company such as being an
        employee of the Company or any affiliate, receiving distributions or
        making transfers from other contracts issued by us, or transferring
        amounts held under qualified retirement plans sponsored by us or one of
        our affiliates

In the case of an exchange of another contract issued by us or one of our
affiliates where the early withdrawal charge has been waived, the early
withdrawal charge for certain contracts offered by this prospectus may be
determined based on the dates payments were received under the prior contract.

We will not unfairly discriminate against any person if we reduce or eliminate
the early withdrawal charge. The right to reduce or eliminate the early
withdrawal charge is subject to state approval.

15. The following information replaces the last paragraph of the "Nursing Home
    Waiver" section on page 26 of the prospectus:

We will not waive the early withdrawal charge if the annuitant was in a nursing
care facility for at least one day during the two week period immediately
preceding or following the schedule effective date. The waiver will also not
apply to contracts issued in the state of New York or as otherwise prohibited by
state law.

16. The first paragraph on page 27 of the prospectus is replaced with the
    following:

If the amount we deduct for this fee is not enough to cover our mortality costs
and expenses under the contract, we will bear the loss. We may use any excess to
recover distribution costs relating to the contract and as a source of profit.
We expect to make a profit from this fee.

17. The first item under "Mortality and Expense Risk Charge -- Reduction" on
    page 27 of the prospectus is replaced with the following:

[arrow] The size and type of the group to whom the contract is offered, such as
        a group made up of employees or former employees of the Company or one
        of its affiliates

18. The following paragraph is added after the second paragraph in the "Roll-up
    Value" section on page 35 of the prospectus:

The "roll-up value" is not available on contracts issued in the state of New
York. For contracts issued in the state of New York, the benefit payable upon
the death of the annuitant under Option Package III is the same as that
described under Option Package II. Because of this, for contracts issued in New
York the annuitant should consider whether Option Package III meets their
individual investment objectives.

19. The following information is added to Appendix III, Description of
    Underlying Funds:

Fidelity Variable Insurance Products Fund--Growth Portfolio
Investment Objective
Seeks capital appreciation.
<PAGE>


Policies

Normally invests primarily in common stocks of companies the investment adviser
believes have above-average growth potential. Companies with high growth
potential tend to be companies with higher than average price/ earning (P/E)
ratios and are often called "growth" stocks. May invest in securities of both
foreign and domestic issuers. In making investment decisions, the investment
adviser relies on fundamental analysis of each issuer and its potential for
success in light of its current financial condition, its industry position, and
economic and market conditions. May use various techniques, such as buying and
selling futures contracts, to increase or decrease exposure to changing security
prices, or other factors that affect security values.

Risks

The value of equity securities fluctuates in response to issuer, political,
market and economic developments. In the short term, equity prices can fluctuate
dramatically in response to these developments. Foreign investments, especially
those in emerging markets, can be more volatile and potentially less liquid than
U.S. investments due to increased risks of adverse issuer, political,
regulatory, market or economic developments. "Growth" stocks tend to be
sensitive to changes in their earnings and more volatile than other types of
stocks.

Investment Adviser: Fidelity Management & Research Company

20. The names of each of the three Mitchell Hutchins funds contained in Appendix
    III, Description of Underlying Funds, are corrected to read:
    o  Mitchell Hutchins Series Trust Growth and Income Portfolio
    o  Mitchell Hutchins Series Trust Tactical Allocation Portfolio
    o  Mitchell Hutchins Series Trust Small Cap Portfolio




Form No.: X.AVAMH-99-1                                            September 1999
<PAGE>


       VARIABLE ANNUITY ACCOUNT B Aetna Life Insurance and Annuity Company

      Supplement dated September , 1999 to the Prospectus dated May 3, 1999

Aetna Variable Annuity--Group and Individual Deferred Variable Annuity Contracts

The information in this supplement updates and amends certain information
contained in the prospectus dated May 3, 1999. You should read this supplement
along with the prospectus.

1. The following mutual fund is added to the list of available funds on page 1
   of the prospectus: Fidelity Variable Insurance Products (VIP) Growth
   Portfolio.

2. The following information replaces the "Option Packages" section on page 4 of
   the prospectus:

Option Packages: There are three option packages available under the contract.
You select an option package at the time of application. Each option package is
distinct. The differences are summarized as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                          Option Package I          Option Package II        Option Package III
- ------------------------------------------------------------------------------------------------------
 <S>                  <C>                       <C>                       <C>
 Mortality and
 Expense Risk
 Charge(1):               0.80%                     1.10%                     1.25%
- ------------------------------------------------------------------------------------------------------
 Death Benefit(2)     The greater of:           The greatest of:          The greatest of:
 on Death of the      (1) The sum of all        (1) The sum of all        (1) The sum of all
 Annuitant(3):            payments made,            payments made,            payments made,
                          adjusted for              adjusted for              adjusted for amounts
                          amounts withdrawn or      amounts withdrawn or      withdrawn or applied
                          applied to an income      applied to an income      to an income phase
                          phase payment as of       phase payment as of       payment as of the claim
                          the claim date; or        the claim date; or        date; or
                      (2) The account value on  (2) The account value on  (2) The account value on
                          the claim date            the claim date; or        the claim date; or
                                                (3) The "step-up value"   (3) The "step-up value"
                                                    on the claim date         on the claim date; or
                                                                          (4) The "roll-up value"
                                                                              on the claim date(4)
- ------------------------------------------------------------------------------------------------------
 Minimum Initial         Non-                      Non-                      Non-
 Payment/Account      Qualified:   Qualified:   Qualified:   Qualified:   Qualified:   Qualified:
 Value(5):             $15,000       $1,500       $5,000       $1,500       $5,000       $1,500
- ------------------------------------------------------------------------------------------------------
 Free                 10% of your account       10% of your account       10% of your account
 Withdrawals(6):      value each account        value each account        value each account
                      year, non cumulative.     year, non cumulative.     year, cumulative to a
                                                                          maximum 30%.
- ------------------------------------------------------------------------------------------------------
 Nursing Home
 Waiver--Waiver
 of Early Withdrawal  Not available             Available                 Available
 Charge(7):
- ------------------------------------------------------------------------------------------------------
</TABLE>

(1) See "Fee Table" and "Fees."

(2) See "Death Benefit."

(3) When a contract holder is not the annuitant, the amount of the death benefit
    is not the same as shown above under each option package. See "Death
    Benefit." A contract holder who is not the annuitant should seriously
    consider whether Option Packages II and III are suitable for their
    circumstances.

(4) The "roll-up value" is not available on contracts issued in the state of New
    York. For contracts issued in the state of New York, the benefit payable
    upon the death of the annuitant under Option Package III is the same as that
    described under Option Package II. Because of this, for contracts issued in
    New York an annuitant should consider whether Option Package III meets their
    individual investment objectives.

(5) See "Purchase and Rights."

(6) See "Fees."

(7) See "Fees." The Nursing Home Waiver is not available in the state of New
    York under any of the three option packages.


Form No.: X.56297-99                                              September 1999
<PAGE>


3.  The following information replaces the "Early Withdrawal Charge" section on
    page 7 of the prospectus:

Early Withdrawal Charge. (As a percentage of payments withdrawn.)

             FOR CONTRACTS ISSUED OUTSIDE OF THE STATE OF NEW YORK:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
           CONTRACTS OTHER THAN
            ROTH IRA CONTRACTS:                          ROTH IRA CONTRACTS:
- -----------------------------------------------------------------------------------------
                                   Early                                       Early
     Years From Receipt         Withdrawal         Completed Account         Withdrawal
         of Payment               Charge                 Years                 Charge
- -----------------------------------------------------------------------------------------
 <S>                               <C>        <C>                               <C>
 Less than 2                       7%         Less than 1                       5%
- -----------------------------------------------------------------------------------------
 2 or more but less than 4         6%         1 or more but less than 2         4%
- -----------------------------------------------------------------------------------------
 4 or more but less than 5         5%         2 or more but less than 3         3%
- -----------------------------------------------------------------------------------------
 5 or more but less than 6         4%         3 or more but less than 4         2%
- -----------------------------------------------------------------------------------------
 6 or more but less than 7         3%         4 or more but less than 5         1%
- -----------------------------------------------------------------------------------------
 7 or more                         0%         5 or more                         0%
- -----------------------------------------------------------------------------------------
</TABLE>

                 FOR CONTRACTS ISSUED IN THE STATE OF NEW YORK:

<TABLE>
<CAPTION>
- ---------------------------------------------
            FOR ALL CONTRACTS:
- ---------------------------------------------
                                   Early
      Years From Receipt         Withdrawal
          of Payment               Charge
- ---------------------------------------------
  <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>

<PAGE>


4.  The following adds information about the Fidelity VIP Growth Portfolio on
    pages 8 and 9 of the prospectus:

                              Fund Expense Table

<TABLE>
<CAPTION>
                                                                Total Fund                       Net Fund
                                                                  Annual                          Annual
                                                                 Expenses                        Expenses
                                    Investment                    Without         Total            After
                                     Advisory        Other      Waivers or     Waivers and        Waivers
                                       Fees(1)     Expenses     Reductions      Reductions     or Reductions
                                    ----------     --------     ----------     -----------     -------------
<S>                                     <C>           <C>           <C>            <C>              <C>
Fidelity VIP Growth Portfolio(5)        0.59%         0.09%         0.68%          0.02%            0.66%
</TABLE>

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

(1) Certain of the fund advisers reimburse the company for administrative costs
    incurred in connection with administering the funds as variable funding
    options under the contract. These reimbursements are generally paid out of
    the management fees and are not charged to investors. For the AIM Funds, the
    reimbursements may be paid out of the fund assets in an amount up to 0.25%
    annually. Any such reimbursements paid from the AIM Funds' assets are
    included in the "Other Expenses" column.

(5) A portion of the brokerage commissions that certain funds pay was used to
    reduce fund expenses. In addition, certain funds, or the investment adviser
    on behalf of certain funds, have entered into arrangements with their
    custodian whereby credits realized as a result of uninvested cash balances
    were used to reduce custodian expenses. These credits are included under
    "Total Waivers and Reductions."

5. "For Contracts Issued Outside of the State of New York" is added to the top
   of each of the hypothetical examples on pages 10 through 15 of the
   prospectus.

6. The following hypothetical examples add expense information about the
   Fidelity VIP Growth Portfolio on pages 10 through 15 of the prospectus:

For Contracts Issued Outside of the State of New York

Hypothetical Example: Option Package I--For Contracts Other than ROTH IRA
Contracts

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
I (i.e., mortality and expense risk charge of 0.80%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    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>
Fidelity VIP Growth Portfolio             $80      $105      $125      $196       $17      $52       $90       $196
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).
<PAGE>


For Contracts Issued Outside of the State of New York

Hypothetical Example: Option Package I--For ROTH IRA Contracts

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
I (i.e., mortality and expense risk charge of 0.80%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    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>
Fidelity VIP Growth Portfolio             $53      $70       $90       $196       $17      $52       $90       $196
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).

For Contracts Issued Outside of the State of New York

Hypothetical Example: Option Package II--For Contracts Other than ROTH IRA
Contracts

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
II (i.e., mortality and expense risk charge of 1.10%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    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>
Fidelity VIP Growth Portfolio             $83      $115      $141      $228       $20      $61       $105      $228
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).
<PAGE>


For Contracts Issued Outside of the State of New York

Hypothetical Example: Option Package II--For ROTH IRA Contracts

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
II (i.e., mortality and expense risk charge of 1.10%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    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>
Fidelity VIP Growth Portfolio             $56      $79       $105      $228       $20      $61       $105      $228
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).

For Contracts Issued Outside of the State of New York

Hypothetical Example: Option Package III--For Contracts Other than ROTH IRA
Contracts

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
III (i.e., mortality and expense risk charge of 1.25%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    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>
Fidelity VIP Growth Portfolio             $84      $119      $148      $243       $21      $66       $113      $243
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).
<PAGE>


For Contracts Issued Outside of the State of New York

Hypothetical Example: Option Package III--For ROTH IRA Contracts

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
III (i.e., mortality and expense risk charge of 1.25%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    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>
Fidelity VIP Growth Portfolio             $57      $84       $113      $243       $21      $66       $113      $243
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).

7. The following Hypothetical Examples for contracts issued in the state of New
   York are added before the "Condensed Financial Information" section on page
   16 of the prospectus:
<PAGE>


For Contracts Issued in the State of New York

Hypothetical Example: Option Package I

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
I (i.e., mortality and expense risk charge of 0.80%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    reflected):*
- ----------------------------------------
                                          1 Year   3 Years   5 Years   10 Years   1 Year   3 Years   5 Years   10 Years
                                          ------   -------   -------   --------   ------   -------   -------   --------
<S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
Aetna Balanced VP, Inc.                   $70      $ 85      $103      $186       $16      $49       $ 85      $186
Aetna Bond VP                             $69      $ 82      $ 98      $176       $15      $47       $ 80      $176
Aetna Growth VP                           $71      $ 90      $111      $203       $18      $54       $ 93      $203
Aetna Growth and Income VP                $70      $ 85      $102      $185       $16      $49       $ 85      $185
Aetna Index Plus Large Cap VP             $68      $ 81      $ 95      $170       $14      $45       $ 78      $170
Aetna International VP                    $85      $130      $178      $336       $31      $94       $160      $336
Aetna Money Market VP                     $67      $ 77      $ 90      $158       $13      $42       $ 72      $158
Aetna Real Estate Securities VP           $79      $112      $148      $279       $25      $76       $131      $279
Aetna Small Company VP                    $73      $ 94      $118      $218       $19      $59       $101      $218
AIM V.I. Capital Appreciation Fund        $70      $ 87      $107      $195       $17      $52       $ 89      $195
AIM V.I. Growth Fund                      $71      $ 89      $110      $200       $17      $53       $ 92      $200
AIM V.I. Growth & Income Fund             $70      $ 87      $106      $192       $16      $51       $ 88      $192
AIM V.I. Value Fund                       $70      $ 87      $106      $193       $17      $51       $ 89      $193
Fidelity VIP Equity-Income Portfolio      $70      $ 85      $102      $185       $16      $49       $ 85      $185
Fidelity VIP Growth Portfolio             $71      $ 88      $107      $196       $17      $52       $ 90      $196
Fidelity VIP High Income Portfolio        $71      $ 88      $108      $198       $17      $53       $ 91      $198
Fidelity VIP II Contrafund Portfolio      $71      $ 88      $108      $198       $17      $53       $ 91      $198
Janus Aspen Aggressive Growth
 Portfolio                                $71      $ 90      $111      $203       $18      $54       $ 93      $203
Janus Aspen Balanced Portfolio            $71      $ 90      $111      $202       $17      $54       $ 93      $202
Janus Aspen Growth Portfolio              $71      $ 90      $111      $203       $18      $54       $ 93      $203
Janus Aspen Worldwide Growth
 Portfolio                                $71      $ 90      $111      $202       $17      $54       $ 93      $202
MFS Total Return Series                   $73      $ 95      $119      $220       $19      $59       $102      $220
Oppenheimer Aggressive Growth
 Fund/VA                                  $71      $ 89      $109      $199       $17      $53       $ 91      $199
Oppenheimer Main Street Growth
 & Income Fund/VA                         $72      $ 91      $113      $208       $18      $55       $ 96      $208
Oppenheimer Strategic Bond Fund/VA        $72      $ 91      $114      $209       $18      $56       $ 96      $209
Portfolio Partners MFS Emerging
 Equities Portfolio                       $72      $ 92      $114      $210       $18      $56       $ 96      $210
Portfolio Partners MFS Research
 Growth Portfolio                         $72      $ 93      $116      $214       $19      $57       $ 99      $214
Portfolio Partners MFS Value
 Equity Portfolio                         $73      $ 94      $119      $219       $19      $59       $101      $219
Portfolio Partners Scudder
 International Growth Portfolio           $74      $ 98      $124      $230       $20      $62       $106      $230
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).
<PAGE>


For Contracts Issued in the State of New York:

Hypothetical Example: Option Package II

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
II (i.e., mortality and expense risk charge of 1.10%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    reflected):*
- ----------------------------------------
                                          1 Year   3 Years   5 Years   10 Years   1 Year   3 Years   5 Years   10 Years
                                          ------   -------   -------   --------   ------   -------   -------   --------
<S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
Aetna Balanced VP, Inc.                   $73      $ 94      $118      $218       $19      $ 59      $101      $218
Aetna Bond VP                             $72      $ 91      $114      $209       $18      $ 56      $ 96      $209
Aetna Growth VP                           $74      $ 99      $127      $235       $21      $ 63      $109      $235
Aetna Growth and Income VP                $73      $ 94      $118      $217       $19      $ 58      $100      $217
Aetna Index Plus Large Cap VP             $71      $ 90      $111      $203       $18      $ 54      $ 93      $203
Aetna International VP                    $88      $139      $192      $363       $34      $103      $174      $363
Aetna Money Market VP                     $70      $ 86      $105      $191       $16      $ 51      $ 88      $191
Aetna Real Estate Securities VP           $82      $121      $163      $308       $28      $ 85      $146      $308
Aetna Small Company VP                    $76      $103      $134      $250       $22      $ 68      $116      $250
AIM V.I. Capital Appreciation Fund        $74      $ 97      $122      $227       $20      $ 61      $105      $227
AIM V.I. Growth Fund                      $74      $ 98      $125      $232       $20      $ 63      $107      $232
AIM V.I. Growth & Income Fund             $73      $ 96      $121      $225       $20      $ 60      $104      $225
AIM V.I. Value Fund                       $73      $ 96      $122      $226       $20      $ 61      $104      $226
Fidelity VIP Equity-Income Portfolio      $73      $ 94      $118      $217       $19      $ 58      $100      $217
Fidelity VIP Growth Portfolio             $74      $ 97      $123      $228       $20      $ 61      $105      $228
Fidelity VIP High Income Portfolio        $74      $ 98      $124      $230       $20      $ 62      $106      $230
Fidelity VIP II Contrafund Portfolio      $74      $ 98      $124      $230       $20      $ 62      $106      $230
Janus Aspen Aggressive Growth
 Portfolio                                $74      $ 99      $127      $235       $21      $ 63      $109      $235
Janus Aspen Balanced Portfolio            $74      $ 99      $126      $234       $20      $ 63      $108      $234
Janus Aspen Growth Portfolio              $74      $ 99      $127      $235       $21      $ 63      $109      $235
Janus Aspen Worldwide Growth
 Portfolio                                $74      $ 99      $126      $234       $20      $ 63      $108      $234
MFS Total Return Series                   $76      $104      $135      $252       $22      $ 68      $117      $252
Oppenheimer Aggressive Growth
 Fund/VA                                  $74      $ 98      $125      $231       $20      $ 62      $107      $231
Oppenheimer Main Street Growth
 & Income Fund/VA                         $75      $100      $129      $239       $21      $ 65      $111      $239
Oppenheimer Strategic Bond
 Fund/VA                                  $75      $101      $129      $240       $21      $ 65      $111      $240
Portfolio Partners MFS Emerging
 Equities Portfolio                       $75      $101      $130      $241       $21      $ 65      $112      $241
Portfolio Partners MFS Research
 Growth Portfolio                         $75      $102      $132      $245       $22      $ 66      $114      $245
Portfolio Partners MFS Value
 Equity Portfolio                         $76      $104      $134      $251       $22      $ 68      $117      $251
Portfolio Partners Scudder
 International Growth Portfolio           $77      $107      $139      $261       $23      $ 71      $122      $261
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).
<PAGE>


For Contracts Issued in the State of New York:

Hypothetical Example: Option Package III

Account Fees You May Incur Over Time. The following hypothetical examples show
the fees and expenses paid over time if you invest $1,000 in the contract and
assume a 5% annual return on the investment. For the purpose of these examples,
we deducted total annual fund expenses, the maximum charges under Option Package
III (i.e., mortality and expense risk charge of 1.25%, an administrative expense
charge of 0.15% annually and a maximum Annual Maintenance Fee of $30 (converted
to a percentage of assets equal to 0.022%)). The total annual fund expenses used
are those shown in the column "Total Annual Expenses Without Waivers or
Reductions" in the Fund Expense Table.

<TABLE>
<CAPTION>
- ----------------------------------------                 Example A                              Example B
[arrow] These examples are purely                        ---------                              ---------
        hypothetical.                       If you withdraw your entire account     If at the end of the periods shown
[arrow] They should not be considered a     value at the end of the periods         you (1) leave your entire account
        representation of past or future    shown, you would pay the following      value invested or (2) select an
        expenses or expected returns.       expenses, including any applicable      income phase payment option, you
[arrow] Actual expenses and/or returns      early withdrawal charge:                would pay the following expenses
        may be more or less than those                                              (no early withdrawal charge is
        shown in these examples.                                                    reflected):*
- ----------------------------------------
                                          1 Year   3 Years   5 Years   10 Years   1 Year   3 Years   5 Years   10 Years
                                          ------   -------   -------   --------   ------   -------   -------   --------
<S>                                       <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>
Aetna Balanced VP, Inc.                   $74      $ 99      $126      $234       $20      $ 63      $108      $234
Aetna Bond VP                             $73      $ 96      $121      $225       $20      $ 60      $104      $225
Aetna Growth VP                           $76      $104      $134      $251       $22      $ 68      $117      $251
Aetna Growth and Income VP                $74      $ 98      $126      $233       $20      $ 63      $108      $233
Aetna Index Plus Large Cap VP             $73      $ 94      $119      $219       $19      $ 59      $101      $219
Aetna International VP                    $89      $143      $199      $377       $35      $107      $181      $377
Aetna Money Market VP                     $72      $ 91      $113      $208       $18      $ 55      $ 96      $208
Aetna Real Estate Securities VP           $83      $126      $171      $323       $29      $ 90      $153      $323
Aetna Small Company VP                    $77      $108      $141      $265       $23      $ 72      $124      $265
AIM V.I. Capital Appreciation Fund        $75      $101      $130      $242       $21      $ 66      $112      $242
AIM V.I. Growth Fund                      $76      $103      $133      $247       $22      $ 67      $115      $247
AIM V.I. Growth & Income Fund             $75      $101      $129      $240       $21      $ 65      $111      $240
AIM V.I. Value Fund                       $75      $101      $130      $241       $21      $ 65      $112      $241
Fidelity VIP Equity-Income Portfolio      $74      $ 98      $126      $233       $20      $ 63      $108      $233
Fidelity VIP Growth Portfolio             $75      $101      $131      $243       $21      $ 66      $113      $243
Fidelity VIP High Income Portfolio        $75      $102      $132      $245       $22      $ 66      $114      $245
Fidelity VIP II Contrafund Portfolio      $75      $102      $132      $245       $22      $ 66      $114      $245
Janus Aspen Aggressive Growth
 Portfolio                                $76      $104      $134      $251       $22      $ 68      $117      $251
Janus Aspen Balanced Portfolio            $76      $103      $134      $250       $22      $ 68      $116      $250
Janus Aspen Growth Portfolio              $76      $104      $134      $251       $22      $ 68      $117      $251
Janus Aspen Worldwide Growth
 Portfolio                                $76      $103      $134      $250       $22      $ 68      $116      $250
MFS Total Return Series                   $77      $108      $142      $267       $24      $ 73      $125      $267
Oppenheimer Aggressive Growth
 Fund/VA                                  $75      $102      $132      $246       $22      $ 67      $115      $246
Oppenheimer Main Street Growth
 & Income Fund/VA                         $76      $105      $136      $255       $22      $ 69      $119      $255
Oppenheimer Strategic Bond Fund/VA        $76      $105      $137      $256       $23      $ 69      $119      $256
Portfolio Partners MFS Emerging
 Equities Portfolio                       $76      $105      $137      $257       $23      $ 70      $119      $257
Portfolio Partners MFS Research
 Growth Portfolio                         $77      $107      $139      $261       $23      $ 71      $122      $261
Portfolio Partners MFS Value
 Equity Portfolio                         $77      $108      $142      $266       $24      $ 73      $124      $266
Portfolio Partners Scudder
 International Growth Portfolio           $78      $111      $147      $276       $25      $ 76      $129      $276
</TABLE>

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

* This example does not apply during the income phase if you select a
  nonlifetime payment option with variable payments and take a lump-sum
  withdrawal within three years after payments start. In this case, the
  lump-sum payment is treated as a withdrawal during the accumulation phase
  and may be subject to an early withdrawal charge (refer to Example A).
<PAGE>


8. The following information replaces the "Limits on How Many Investment Options
   You May Select" section on page 17 of the prospectus:

Limits on How Many Investment Options You May Select. Although there is
currently no limit, we reserve the right to limit the number of investment
options you may select at any one time or during the accumulation phase.

9. The following information replaces the final paragraph of the "Payment
   Amounts" section on page 20 of the prospectus:

Any additional payments must be at least $50 (we may change this amount from
time to time). A payment of more than $1,000,000 will be allowed only with our
consent.

10. The following information replaces the "Early Withdrawal Charge Schedules"
    section on page 24 of the prospectus:

Early Withdrawal Charge Schedules

            FOR CONTRACTS ISSUED OUTSIDE OF THE STATE OF NEW YORK:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
           CONTRACTS OTHER THAN
            ROTH IRA CONTRACTS:                          ROTH IRA CONTRACTS:
- -----------------------------------------------------------------------------------------
                                   Early                                       Early
     Years From Receipt         Withdrawal         Completed Account         Withdrawal
         of Payment               Charge                 Years                 Charge
- -----------------------------------------------------------------------------------------
 <S>                               <C>        <C>                               <C>
 Less than 2                       7%         Less than 1                       5%
- -----------------------------------------------------------------------------------------
 2 or more but less than 4         6%         1 or more but less than 2         4%
- -----------------------------------------------------------------------------------------
 4 or more but less than 5         5%         2 or more but less than 3         3%
- -----------------------------------------------------------------------------------------
 5 or more but less than 6         4%         3 or more but less than 4         2%
- -----------------------------------------------------------------------------------------
 6 or more but less than 7         3%         4 or more but less than 5         1%
- -----------------------------------------------------------------------------------------
 7 or more                         0%         5 or more                         0%
- -----------------------------------------------------------------------------------------
</TABLE>

                 FOR CONTRACTS ISSUED IN THE STATE OF NEW YORK:

<TABLE>
<CAPTION>
- ---------------------------------------------
            FOR ALL CONTRACTS:
- ---------------------------------------------
                                   Early
      Years From Receipt         Withdrawal
          of Payment               Charge
- ---------------------------------------------
  <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>

11. The following information replaces the "First In, First Out" section on page
    24 of the prospectus:

First In, First Out. The early withdrawal charge is calculated separately for
each payment withdrawn. For purposes of calculating your early withdrawal
charge, we consider that your first payment to the account (first in) is the
first you withdraw (first out).

For example: For contracts other than Roth IRAs issued outside of the state of
New York, we calculate the early withdrawal charge based upon the number of
years since the payment was received. If your initial payment was made three
years ago, we will deduct an early withdrawal charge equal to 6% of the portion
of that payment withdrawn. The next time you make a withdrawal we will assess
the charge against the portion of the first payment that you did not withdraw
and/or your subsequent payments to your account in the order they were received.

For Roth IRAs issued outside of the state of New York, we will calculate the
early withdrawal charge based upon the number of completed account years. If
your initial payment was made three years ago, we will deduct an early
withdrawal charge equal to 2% of the portion of that payment withdrawn. The next
time you make a withdrawal we will assess the charge against the portion of the
first payment that you did not withdraw and/or your subsequent payments to your
account in the order they were received.
<PAGE>


Earnings may be withdrawn after all payments have been withdrawn. There is no
early withdrawal charge for withdrawal of earnings.

12. The following information replaces the first paragraph of the "Free
    Withdrawals" section on page 25 of the prospectus:

There is no early withdrawal charge if, during each account year, the amount
withdrawn is 10% or less of your account value on the later of the date we
established your account or the most recent anniversary of that date. Under
Option Package III, any unused percentage of the 10% free withdrawal amount
shall carry forward into successive account years, up to a maximum 30% of your
account value.

13. The following information replaces the fourth item in the "Waiver" section
    on page 25 of the prospectus:

[arrow] Taken because of the election of a systematic distribution option, but,
        with respect to the Systematic Withdrawal Option (SWO) and the Life
        Expectancy Option (LEO), only to the extent that the amount taken is 10%
        or less of your account value on the later of the date we established
        your account or the most recent anniversary of that date (See
        "Systematic Distribution Options")

14. The following information replaces the "Reduction or Elimination" section on
    page 25 of the prospectus:

Reduction or Elimination. We may reduce or eliminate the early withdrawal charge
if we anticipate savings on our administrative expenses due to any one of the
following:

[arrow] The size and type of group to whom the contract is offered
[arrow] The amount of expected payments
[arrow] A prior or existing relationship with the Company such as being an
        employee of the Company or any affiliate, receiving distributions or
        making transfers from other contracts issued by us, or transferring
        amounts held under qualified retirement plans sponsored by us or one of
        our affiliates

In the case of an exchange of another contract issued by us or one of our
affiliates where the early withdrawal charge has been waived, the early
withdrawal charge for certain contracts offered by this prospectus may be
determined based on the dates payments were received under the prior contract.

We will not unfairly discriminate against any person if we reduce or eliminate
the early withdrawal charge. The right to reduce or eliminate the early
withdrawal charge is subject to state approval.

15. The following information replaces the last paragraph of the "Nursing Home
    Waiver" section on page 26 of the prospectus:

We will not waive the early withdrawal charge if the annuitant was in a nursing
care facility for at least one day during the two week period immediately
preceding or following the schedule effective date. The waiver will also not
apply to contracts issued in the state of New York or as otherwise prohibited by
state law.

16. The first paragraph on page 27 of the prospectus is replaced with the
    following:

If the amount we deduct for this fee is not enough to cover our mortality costs
and expenses under the contract, we will bear the loss. We may use any excess to
recover distribution costs relating to the contract and as a source of profit.
We expect to make a profit from this fee.

17. The first item under "Mortality and Expense Risk Charge -- Reduction" on
    page 27 of the prospectus is replaced with the following:

[arrow] The size and type of the group to whom the contract is offered, such as
        a group made up of employees or former employees of the Company or one
        of its affiliates

18. The following paragraph is added after the second paragraph in the "Roll-up
    Value" section on page 35 of the prospectus:

The "roll-up value" is not available on contracts issued in the state of New
York. For contracts issued in the state of New York, the benefit payable upon
the death of the annuitant under Option Package III is the same as that
described under Option Package II. Because of this, for contracts issued in New
York the annuitant should consider whether Option Package III meets their
individual investment objectives.

19. The following information is added to Appendix III, Description of
    Underlying Funds:

Fidelity Variable Insurance Products Fund--Growth Portfolio
Investment Objective
Seeks capital appreciation.
<PAGE>


Policies

Normally invests primarily in common stocks of companies the investment adviser
believes have above-average growth potential. Companies with high growth
potential tend to be companies with higher than average price/ earning (P/E)
ratios and are often called "growth" stocks. May invest in securities of both
foreign and domestic issuers. In making investment decisions, the investment
adviser relies on fundamental analysis of each issuer and its potential for
success in light of its current financial condition, its industry position, and
economic and market conditions. May use various techniques, such as buying and
selling futures contracts, to increase or decrease exposure to changing security
prices, or other factors that affect security values.

Risks

The value of equity securities fluctuates in response to issuer, political,
market and economic developments. In the short term, equity prices can fluctuate
dramatically in response to these developments. Foreign investments, especially
those in emerging markets, can be more volatile and potentially less liquid than
U.S. investments due to increased risks of adverse issuer, political,
regulatory, market or economic developments. "Growth" stocks tend to be
sensitive to changes in their earnings and more volatile than other types of
stocks.

Investment Adviser: Fidelity Management & Research Company




Form No.: X.56297-99                                              September 1999

<PAGE>


                           VARIABLE ANNUITY ACCOUNT B
                    Aetna Life Insurance and Annuity Company

                   Supplement dated September __, 1999 to the
              Statement of Additional Information dated May 3, 1999

                            Aetna Variable Annuity -
            Group and Individual Deferred Variable Annuity Contracts


o    The section entitled "VARIABLE ANNUITY ACCOUNT B" is amended to add the
     Fidelity Variable Insurance Products Fund (VIP) Growth Portfolio to the
     list of funds currently available under the contract and to change the
     names of the three Mitchell Hutchins mutual funds to Mitchell Hutchins
     Series Trust Growth and Income Portfolio, Mitchell Hutchins Series Trust
     Small Cap Portfolio and Mitchell Hutchins Series Trust Tactical Allocation
     Portfolio.


o    The performance tables in the "Average Annual Total Return Quotations -
     Standardized and Non-Standardized" section are amended to add information
     about the Fidelity VIP Growth Portfolio.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                          Date
                                                                                                     Contributions
                                                              STANDARDIZED                           First Received
                                                                                                       Under the
                                                                                                    Separate Account
- ---------------------------------------------------------------------------------------------------------------------
                                                                                        Since
SUBACCOUNT                               1 Year         5 Year         10 Years       Inception*
- ---------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                            <C>            <C>
Fidelity VIP Growth Portfolio            31.48%                                         25.59%         12/30/1994
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
*Reflects performance from the date contributions were first received in the
fund under the separate account.

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                            Fund
                                                                                                         Inception
                                                              NON-STANDARDIZED                              Date
- ---------------------------------------------------------------------------------------------------------------------
                                                                                             Since
SUBACCOUNT                             1 Year      3 Years      5 Years      10 Years     Inception**
- ---------------------------------------------------------------------------------------------------------------------
<S>                                    <C>         <C>          <C>           <C>
Fidelity VIP Growth Portfolio(1)       37.52%      23.70%       20.02%        17.73%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
**Reflects performance from the fund's inception date.

(1) This fund has been in operation for more than ten years.




Form No. XSAI56297-99
<PAGE>


                           VARIABLE ANNUITY ACCOUNT B
                           PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits

     (a) Financial Statements:

         (1) Incorporated by reference in Part A:

                  Condensed Financial Information

         (2) Incorporated by reference in Part B:

                  Financial Statements of Variable Annuity Account B:

                  -   Statement of Assets and Liabilities as of December 31,
                      1998

                  -   Statements of Operations and Changes in Net Assets for the
                      years ended December 31, 1998 and 1997

                  -   Condensed Financial Information for the year ended
                      December 31, 1998

                  -   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, 1998, 1997 and 1996

                  -   Consolidated Balance Sheets as of December 31, 1998 and
                      1997

                  -   Consolidated Statements of Changes in Shareholder's Equity
                      for the years ended December 31, 1998, 1997 and 1996

                  -   Consolidated Statements of Cash Flows for the years ended
                      December 31, 1998, 1997 and 1996

                  -   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)   Broker-Dealer Agreement(2)

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

                (4.1)   Variable Annuity Contract (GM-VA-98)(2)

                (4.2)   Variable Annuity Contract Certificate (GMC-VA-98)(2)

                (4.3)   Form of Variable Annuity Contract (GM-VA-98(NY))

                (4.4)   Form of Variable Annuity Contract Certificate
                        (GMC-VA-98(NY))

                (4.5)   Endorsement (EVAGET98) to Variable Annuity Contract
                        GM-VA-98 and Variable Annuity Contract Certificate
                        GMC-VA-98(4)

                (4.6)   Endorsement (EGET-99) to Variable Annuity Contract
                        GM-VA-98 and Variable Annuity Contract Certificate
                        GMC-VA-98(5)

                (5)     Variable Annuity Contract Application(9.5.89-6(9/98))(6)
<PAGE>

                (6.1)   Certificate of Incorporation of Aetna Life Insurance and
                        Annuity Company(7)

                (6.2)   Amendment of Certificate of Incorporation of Aetna Life
                        Insurance and Annuity Company(8)

                (6.3)   By-Laws as amended September 17, 1997 of Aetna Life
                        Insurance and Annuity Company(9)

                (7)     Not applicable

                (8.1)   Fund Participation Agreement between Aetna Life
                        Insurance and Annuity Company and AIM dated June 30,
                        1998(6)

                (8.2)   Service Agreement between Aetna Life Insurance and
                        Annuity Company and AIM effective June 30, 1998(6)

                (8.3)   Fund Participation Agreement by and among Aetna Life
                        Insurance and Annuity Company and Aetna Variable Fund,
                        Aetna Variable Encore Fund, Aetna Income Shares, Aetna
                        Balanced VP, Inc., Aetna GET Fund on behalf of each of
                        its series, Aetna Generation Portfolios, Inc. on behalf
                        of each of its series, Aetna Variable Portfolios, Inc.
                        on behalf of each of its series, and Aeltus Investment
                        Management, Inc. dated as of May 1, 1998(2)

                (8.4)   Amendment dated November 9, 1998 to Fund Participation
                        Agreement by and among Aetna Life Insurance and Annuity
                        Company and Aetna Variable Fund, Aetna Variable Encore
                        Fund, Aetna Income Shares, Aetna Balanced VP, Inc.,
                        Aetna GET Fund on behalf of each of its series, Aetna
                        Generation Portfolios, Inc. on behalf of each of its
                        series, Aetna Variable Portfolios, Inc. on behalf of
                        each of its series, and Aeltus Investment Management,
                        Inc. dated as of May 1, 1998(10)

                (8.5)   Service Agreement between Aeltus Investment Management,
                        Inc. and Aetna Life Insurance and Annuity Company in
                        connection with the sale of shares of Aetna Variable
                        Fund, Aetna Variable Encore Fund, Aetna Income Shares,
                        Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
                        each of its series, Aetna Generation Portfolios, Inc. on
                        behalf of each of its series, and Aetna Variable
                        Portfolios, Inc. on behalf of each of its series dated
                        as of May 1, 1998(2)

                (8.6)   Amendment dated November 4, 1998 to Service Agreement
                        between Aeltus Investment Management, Inc. and Aetna
                        Life Insurance and Annuity Company in connection with
                        the sale of shares of Aetna Variable Fund, Aetna
                        Variable Encore Fund, Aetna Income Shares, Aetna
                        Balanced VP, Inc., Aetna GET Fund on behalf of each of
                        its series, Aetna Generation Portfolios, Inc. on behalf
                        of each of its series and Aetna Variable Portfolios,
                        Inc. on behalf of each of its series dated as of May 1,
                        1998(10)

                (8.7)   Fund Participation Agreement between Aetna Life
                        Insurance and Annuity Company, Variable Insurance
                        Products Fund and Fidelity Distributors
<PAGE>

                        Corporation dated February 1, 1994 and amended on
                        December 15, 1994, February 1, 1995, May 1, 1995,
                        January 1, 1996 and March 1, 1996(8)

                (8.8)   Fifth Amendment dated as of May 1, 1997 to the Fund
                        Participation Agreement between Aetna Life Insurance and
                        Annuity Company, Variable Insurance Products Fund and
                        Fidelity Distributors Corporation dated February 1, 1994
                        and amended on December 15, 1994, February 1, 1995, May
                        1, 1995, January 1, 1996 and March 1, 1996(11)

                (8.9)   Sixth Amendment dated November 6, 1997 to the Fund
                        Participation Agreement between Aetna Life Insurance and
                        Annuity Company, Variable Insurance Products Fund and
                        Fidelity Distributors Corporation dated February 1, 1994
                        and amended on December 15, 1994, February 1, 1995, May
                        1, 1995, January 1, 1996, March 1, 1996 and May 1,
                        1997(12)

                (8.10)  Seventh Amendment dated as of May 1, 1998 to the Fund
                        Participation Agreement between Aetna Life Insurance and
                        Annuity Company, Variable Insurance Products Fund and
                        Fidelity Distributors Corporation dated February 1, 1994
                        and amended on December 15, 1994, February 1, 1995, May
                        1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and
                        November 6, 1997(2)

                (8.11)  Fund Participation Agreement between Aetna Life
                        Insurance and Annuity Company, Variable Insurance
                        Products Fund II and Fidelity Distributors Corporation
                        dated February 1, 1994 and amended on December 15, 1994,
                        February 1, 1995, May 1, 1995, January 1, 1996 and March
                        1, 1996(8)

                (8.12)  Fifth Amendment, dated as of May 1, 1997, to the Fund
                        Participation Agreement between Aetna Life Insurance and
                        Annuity Company, Variable Insurance Products Fund II and
                        Fidelity Distributors Corporation dated February 1, 1994
                        and amended on December 15, 1994, February 1, 1995, May
                        1, 1995, January 1, 1996 and March 1, 1996(11)

                (8.13)  Sixth Amendment dated as of January 20, 1998 to the Fund
                        Participation Agreement between Aetna Life Insurance and
                        Annuity Company, Variable Insurance Products Fund II and
                        Fidelity Distributors Corporation dated February 1, 1994
                        and amended on December 15, 1994, February 1, 1995, May
                        1, 1995, January 1, 1996, March 1, 1996 and May 1,
                        1997(13)

                (8.14)  Seventh Amendment dated as of May 1, 1998 to the Fund
                        Participation Agreement between Aetna Life Insurance and
                        Annuity Company, Variable Insurance Products Fund II and
                        Fidelity Distributors Corporation dated February 1, 1994
                        and amended on December 15, 1994, February 1, 1995, May
                        1, 1995, January 1, 1996, March 1, 1996, May 1, 1997 and
                        January 20, 1998(2)

                (8.15)  Service Agreement between Aetna Life Insurance and
                        Annuity Company and Fidelity Investments Institutional
                        Operations Company dated as of November 1, 1995(12)
<PAGE>

                (8.16)  Amendment dated January 1, 1997 to Service Agreement
                        between Aetna Life Insurance and Annuity Company and
                        Fidelity Investments Institutional Operations Company
                        dated as of November 1, 1995(11)

                (8.17)  Service Contract between Fidelity Distributors
                        Corporation and Aetna Life Insurance and Annuity Company
                        dated May 2, 1997(10)

                (8.18)  Fund Participation Agreement among Janus Aspen Series
                        and Aetna Life Insurance and Annuity Company and Janus
                        Capital Corporation dated December 8, 1997(13)

                (8.19)  Amendment dated October 12, 1998 to Fund Participation
                        Agreement among Janus Aspen Series and Aetna Life
                        Insurance and Annuity Company and Janus Capital
                        Corporation dated December 8, 1997(10)

                (8.20)  Service Agreement between Janus Capital Corporation and
                        Aetna Life Insurance and Annuity Company dated December
                        8, 1997(15)

                (8.21)  Fund Participation Agreement among MFS Variable
                        Insurance Trust, Aetna Life Insurance and Annuity
                        Company and Massachusetts Financial Services Company
                        dated April 30, 1996, and amended on September 3, 1996,
                        March 14, 1997 and November 28, 1997(2)

                (8.22)  Fourth Amendment dated May 1, 1998 to the Fund
                        Participation Agreement by and among MFS Variable
                        Insurance Trust, Aetna Life Insurance and Annuity
                        Company and Massachusetts Financial Services Company
                        dated April 30, 1996, and amended on September 3, 1996,
                        March 14, 1997 and November 28, 1997(6)

                (8.23)  Fifth Amendment to Fund Participation Agreement by and
                        among MFS Variable Insurance Trust, Aetna Life Insurance
                        and Annuity Company and Massachusetts Financial Services
                        Company dated April 30, 1996, and amended on September
                        3, 1996, March 14, 1997 and November 28, 1997(16)

                (8.24)  Fund Participation Agreement dated May 1, 1999 between
                        Aetna Life Insurance and Annuity Company, Mitchell
                        Hutchins Series Trust, and Mitchell Hutchins Asset
                        Management, Inc.

                (8.25)  Service Agreement dated May 1, 1999 between Mitchell
                        Hutchins Asset Management, Inc. and Aetna Life Insurance
                        and Annuity Company.

                (8.26)  Fund Participation Agreement dated March 11, 1997
                        between Aetna Life Insurance and Annuity Company and
                        Oppenheimer Variable Annuity Account Funds and
                        Oppenheimer Funds, Inc.(17)

                (8.27)  Service Agreement effective as of March 11, 1997 between
                        Oppenheimer Funds, Inc. and Aetna Life Insurance and
                        Annuity Company(17)

                (9)     Opinion and Consent of Counsel

                (10)    Consent of Independent Auditors

                (11)    Not applicable

                (12)    Not applicable

                (13)    Schedule for Computation of Performance Data(6)
<PAGE>
                (14)    Not applicable

                (15.1)  Powers of Attorney(18)

                (15.2)  Authorization for Signatures(3)

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

2.   Incorporated by reference to Registration Statement on Form N-4 (File No.
     333-56297), as filed on June 8, 1998.

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

4.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 333-56297), as filed on September 14, 1998.

5.   Incorporated by reference to Post-Effective Amendment No. 13 to
     Registration Statement on Form N-4 (File No. 333-01107), as filed on April
     7, 1999.

6.   Incorporated by reference to Pre-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 333-56297), as filed on August 4, 1998.

7.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form S-1 (File No. 33-60477), as filed on April 15, 1996.

8.   Incorporated by reference to Post-Effective Amendment No. 12 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed on
     February 11, 1997.

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

10.  Incorporated by reference to Post-Effective Amendment No. 2 to Registration
     Statement on Form N-4 (File No. 333-56297), as filed on December 14, 1998.

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

12.  Incorporated by reference to Post-Effective Amendment No. 16 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed on
     February 9, 1998.

13.  Incorporated by Reference to Post-Effective Amendment No. 7 to Registration
     Statement on Form S-6 (File No. 33-75248), as filed on February 24, 1998.

14.  Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-88720), as filed on June 28, 1996.

15.  Incorporated by reference to Post-Effective Amendment No. 10 to
     Registration Statement on Form N-4 (File No. 33-75992), as filed on
     December 31, 1997.

16.  Incorporated by reference to Post-Effective Amendment No. 4 to Registration
     Statement on Form N-4 (File No. 333-56297), as filed on February 16, 1999.

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

18.  Incorporated by reference to Post-Effective Amendment No. 5 to Registration
     Statement on Form No. 4 (File No. 333-56297), as filed on February 25,
     1999.
<PAGE>

Item 25. Directors and Officers of the Depositor

<TABLE>
<CAPTION>
Name and Principal
Business Address*         Positions and Offices with Depositor
- -----------------         ------------------------------------
<S>                       <C>
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, Corporate Controller and Assistant
                          Treasurer

Therese M. Squillacote    Vice President and Chief Compliance Officer

Kirk P. Wickman           Senior Vice President, General Counsel and Corporate
                          Secretary
</TABLE>

* 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 24 to Post-Effective Amendment No.
31 to Registration Statement on Form N-1A (File No. 33-41694), as filed on May
17, 1999.

Item 27. Number of Contract Owners

     As of May 31, 1999, there were 82,419 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account B.

Item 28. Indemnification

Section 21 of Public Act No. 97-246 of the Connecticut General Assembly (the
"Act") provides that a corporation may provide indemnification of or advance
expenses to a director, officer, employee or agent only as permitted by Sections
33-770 to 33-778, inclusive, of the Connecticut General Statutes, as amended by
Sections 12 to 20, inclusive, of this Act. Reference is hereby made to Section
33-771(e) of the Connecticut General Statutes ("CGS") regarding indemnification
of directors and Section 33-776(d) of CGS 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, except to the extent that their certificate of incorporation expressly
provides otherwise, indemnify their directors, officers, employees and agents
against "liability" (defined as the obligation to pay a judgment, settlement,
<PAGE>

penalty, fine, including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding) when
(1) a determination is made pursuant to Section 33-775 that the party seeking
indemnification has met the standard of conduct set forth in Section 33-771 or
(2) a court has determined that indemnification is appropriate pursuant to
Section 33-774. Under Section 33-775, the determination of and the authorization
for indemnification are made (a) by the disinterested directors, as defined in
Section 33-770(3); (b) by special counsel; (c) by the shareholders; or (d) in
the case of indemnification of an officer, agent or employee of the corporation,
by the general counsel of the corporation or such other officer(s) as the board
of directors may specify. Also, Section 33-772 provides that a corporation shall
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 he was a director of the corporation. In the case
of a proceeding by or in the right of the corporation or with respect to conduct
for which the director, officer, agent or employee was adjudged liable on the
basis that he received a financial benefit to which he was not entitled,
indemnification is limited to reasonable expenses incurred in connection with
the proceeding against the corporation to which the individual was named a
party.

The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who 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, only, 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. and as principal underwriter and investment adviser for Portfolio
         Partners, Inc. (all management investment companies registered under
         the Investment Company Act of 1940 (1940 Act)). Additionally, Aetna
         acts as the principal underwriter and depositor for Variable Life
         Account B of Aetna, Variable Annuity Account C of Aetna and Variable
         Annuity Account G of Aetna (separate accounts of Aetna registered as
         unit investment trusts under the 1940 Act). Aetna is also the principal
         underwriter for Variable Annuity Account I of Aetna Insurance Company
         of America (AICA) (a separate account of AICA registered as a unit
         investment trust under the 1940 Act).

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

     (c) Compensation as of December 31, 1998:

<TABLE>
<CAPTION>
   (1)                      (2)                 (3)                (4)                 (5)
Name of              Net Underwriting      Compensation
Principal            Discounts and         on Redemption        Brokerage
Underwriter          Commissions           or Annuitization     Commissions       Compensation*

<S>                  <C>                     <C>                <C>                <C>
Aetna Life                                   $684,000                              $42,930,000
Insurance and
Annuity Company
</TABLE>

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

Item 30. Location of Accounts and Records

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

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

Item 31. Management Services

     Not applicable

Item 32. Undertakings

     Registrant hereby undertakes:

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

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

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

     (d) The Company hereby represents that it is relying upon and will comply
         with the provisions of Paragraphs (1) through (4) of the SEC Staff's
         No-Action Letter dated November 28, 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, [1988 WL 235221, *13
         (S.E.C.].

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

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

                                   SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account B of Aetna Life Insurance and
Annuity Company has duly caused this Post-Effective Amendment to its
Registration Statement on Form N-4 (File No. 333-56297) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 25th day of June, 1999.

                          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 has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature             Title                                        Date
- ---------             -----                                        ----
<S>                   <C>                                      <C>
Thomas J. McInerney*  Director and President                   )
- --------------------- (principal executive officer)            )
Thomas J. McInerney                                            )
                                                               )
Catherine H. Smith*    Director and Chief Financial Officer    )   June
- ---------------------                                          )
Catherine H. Smith                                             )   25, 1999
                                                               )
Shaun P. Mathews*      Director                                )
- ---------------------                                          )
Shaun P. Mathews                                               )
                                                               )
Deborah Koltenuk*     Vice President, Corporate Controller     )
- --------------------- and Assistant Treasurer                  )
Deborah Koltenuk                                               )
</TABLE>

By:   /s/ J. Neil McMurdie
      ----------------------
          J. Neil McMurdie
         *Attorney-in-Fact
<PAGE>

                           VARIABLE ANNUITY ACCOUNT B
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.   Exhibit
- -----------   -------
<S>           <C>                                                                      <C>
99-B.4.3      Form of Variable Annuity Contract (GM-VA-98(NY))                         ____________

99-B.4.4      Form of Variable Annuity Contract Certificate (GMC-VA-98(NY))            ____________

99-B.8.24     Fund Participation Agreement dated May 1, 1999 between Aetna Life
              Insurance and Annuity Company, Mitchell Hutchins Series Trust, and
              Mitchell Hutchins Asset Management, Inc.                                 ____________

99-B.8.25     Service Agreement dated May 1, 1999 between Mitchell Hutchins Assets
              Management, Inc. and Aetna Life Insurance and Annuity Company            ____________

99-B.9        Opinion and Consent of Counsel                                           ____________

99-B.10       Consent of Independent Auditors                                          ____________
</TABLE>

- --------------------------------------------------------------------------------
[Aetna Logo]                      EX-99-B.4.3
                        Form of Variable Annuity Contract

                Aetna Life Insurance and Annuity Company
                Home Office: 151 Farmington Avenue
                P.O. Box 30670
                Hartford, Connecticut 06150-0670
                (800) 531-4547
                You may call the toll free number shown above to request
                information about this Contract.

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

Specifications
- --------------------------------------------------------------------------------
| Plan
| SPECIMEN

- --------------------------------------------------------------------------------
| Type of Plan
| SPECIMEN

- --------------------------------------------------------------------------------
| Contract Holder
| SPECIMEN

- --------------------------------------------------------------------------------
| Contract No.
| SPECIMEN

- --------------------------------------------------------------------------------
| Contract Effective Date
| SPECIMEN

- --------------------------------------------------------------------------------
| This Contract is delivered in [STATE] and is subject to the laws of that
| jurisdiction.

  The variable features of the Group Contract are described in parts III, IV
  and V.

- ---------------------------- ---------------------------------------------------
Right to Cancel  You may cancel your Contract within 10 days by returning it to
                 the agent from whom it was purchased, or to Aetna at the
                 address shown above. Within seven days of receiving this
                 Contract at its home office, Aetna will return the amount of
                 Purchase Payment(s) received.


President                           Secretary

             Group Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating


ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. AMOUNTS ALLOCATED TO THE GUARANTEED ACCOUNT, IF WITHDRAWN
BEFORE THE GUARANTEED TERM MATURITY DATE, MAY BE SUBJECT TO A MARKET VALUE
ADJUSTMENT. THE MARKET VALUE ADJUSTMENT MAY RESULT IN AN INCREASE OR A DECREASE
IN THE ACCOUNT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT APPLY TO A
GUARANTEED TERM AT THE TIME OF ITS MATURITY.

GM-VA-98(NY)
<PAGE>

Specifications

<TABLE>
<S>               <C>
Guaranteed        There is a minimum guaranteed rate for Purchase Payment(s)
Rate              held in the Guaranteed Account. (See Schedule - Accumulation
                  Period.)

Deductions from   There will be deductions for mortality and expense risk as
the Separate      well as administrative charges. (See Schedule - Accumulation
Account           Period and Schedule - Annuity Period.)

Deduction from    Purchase Payment(s) may be subject to a deduction for premium
Purchase          taxes. (See Section III - Purchase Payment.)
Payment(s)

Deferred Sales    There may be a charge deducted upon withdrawal. (See Schedule
Charge            - Accumulation Period.) If a variable Annuity Payment is
Assumed Interest  chosen, an Assumed Interest Rate of 5.0% may be elected. If
Rate              5.0% is not elected, Aetna will use an Assumed Interest Rate
                  of 3.5%.
</TABLE>
- --------------------------------------------------------------------------------

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

READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail, all of the
rights and obligations of both you and Aetna. THEREFORE, IT IS IMPORTANT THAT
YOU READ THIS CONTRACT CAREFULLY.

GM-VA-98(NY)                         Page 2
<PAGE>

                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------
Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

              Option Package I was selected.

Schedule Effective Date

              June 1, 1998

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

              Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
                 <S>                                 <C>
                 Administrative Charge               0.15%
                 Mortality and Expense Risk Charge   0.80%
                                                     ----
                 Total Separate Account Charges      0.95%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
                 <S>                                    <C>
                 Aetna Balanced VP, Inc.                Fidelity VIP High Income Portfolio
                 Aetna Bond VP                          Fidelity VIP II Contrafund Portfolio
                 Aetna Growth VP                        Janus Aspen Aggressive Growth Portfolio
                 Aetna Growth and Income VP             Janus Aspen Balanced Portfolio
                 Aetna Index Plus Large Cap VP          Janus Aspen Growth Portfolio
                 Aetna International VP                 Janus Aspen Worldwide Growth Portfolio
                 Aetna Money Market VP                  MFS Total Return Series
                 Aetna Real Estate Securities VP        Oppenheimer Aggressive Growth Fund/VA
                 Aetna Small Company VP                 Oppenheimer Main Street Growth & Income Fund/VA
                 AIM V.I. Capital Appreciation Fund     Oppenheimer Strategic Bond Fund/VA
                 AIM V.I. Growth Fund                   Portfolio Partners MFS Emerging Equities Portfolio
                 AIM V.I. Growth and Income Fund        Portfolio Partners MFS Research Growth Portfolio
                 AIM V.I. Value Fund                    Portfolio Partners MFS Value Equity Portfolio
                 Fidelity VIP Equity -Income Portfolio  Portfolio Partners Scudder International Growth Portfolio
</TABLE>

GM-VA-98(NY)N-1                      Page 3
<PAGE>

Guaranteed Account
- --------------------------------------------------------------------------------
Minimum Guaranteed Rate

              3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Transfers

              An unlimited number of Transfers are allowed during the
              Accumulation Period. Aetna allows 12 free Transfers in any Account
              Year. Thereafter, Aetna reserves the right to charge $10 for each
              subsequent Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

              For each withdrawal, the Deferred Sales Charge will be determined
as follows:

<TABLE>
<CAPTION>
                                                     Deferred Sales Charge
                    Length of Time from Receipt of     (as percentage of
                       Purchase Payment (Years)        Purchase Payment)
              ------------------------------------------------------------
              <S>                                             <C>
              Less than 1 year                                7%

              1 or more but less than 2 years                 6%

              2 or more but less than 3 years                 5%

              3 or more but less than 4 years                 4%

              4 or more but less than 5 years                 3%

              5 or more but less than 6 years                 2%

              6 or more but less than 7 years                 1%

              7 years or more                                 0%
</TABLE>

See Section I - DEFINITIONS for explanations.

GM-VA-98(NY)N-1                      Page 4
<PAGE>

                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------
Charges to Separate Account

              A daily charge is deducted at an annual effective rate of 1.25%
              for mortality and expense risks in the Annuity Period. The
              administrative charge is established upon election of an Annuity
              Payout Option. This charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

              If a variable Annuity Payment is chosen, an AIR of 5.0% may be
              elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

              If the portion of a variable Annuity Payment for any Subaccount is
              not to decrease, the annuity return factor under the Separate
              Account for that Subaccount must be:

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

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

Transfers

              When a variable Annuity Payment has been elected, four free
              Transfers are allowed each Account Year among the Subaccounts
              available during the Annuity Period. Thereafter, Aetna reserves
              the right to charge $10 for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.


GM-VA-98(NY)N-1                      Page 5
<PAGE>

                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------
Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

              Option Package I was selected.

Schedule Effective Date

              June 1, 1998

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

              Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
                  <S>                                 <C>
                  Administrative Charge               0.15%
                  Mortality and Expense Risk Charge   0.80%
                                                      ----
                  Total Separate Account Charges      0.95%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
                 <S>                                    <C>
                 Aetna Balanced VP, Inc.                Janus Aspen Aggressive Growth Portfolio
                 Aetna Bond VP                          Janus Aspen Balanced Portfolio
                 Aetna Growth VP                        Janus Aspen Growth Portfolio
                 Aetna Growth and Income VP             Janus Aspen Worldwide Growth Portfolio
                 Aetna Index Plus Large Cap VP          MFS Total Return Series
                 Aetna International VP                 Mitchell Hutchins Growth and Income Portfolio
                 Aetna Money Market VP                  Mitchell Hutchins Tactical Allocation Portfolio
                 Aetna Real Estate Securities VP        Mitchell Hutchins Small Cap Portfolio
                 Aetna Small Company VP                 Oppenheimer Aggressive Growth Fund/VA
                 AIM V.I. Capital Appreciation Fund     Oppenheimer Main Street Growth & Income Fund/VA
                 AIM V.I. Growth Fund                   Oppenheimer Strategic Bond Fund/VA
                 AIM V.I. Growth and Income Fund        Portfolio Partners MFS Emerging Equities Portfolio
                 AIM V.I. Value Fund                    Portfolio Partners MFS Research Growth Portfolio
                 Fidelity VIP Equity -Income Portfolio  Portfolio Partners MFS Value Equity Portfolio
                 Fidelity VIP High Income Portfolio     Portfolio Partners Scudder International Growth Portfolio
                 Fidelity VIP II Contrafund Portfolio
</TABLE>

GM-VA-98(NY)N-1(MH)                  Page 3
<PAGE>

Guaranteed Account
- --------------------------------------------------------------------------------
Minimum Guaranteed Rate

              3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Transfers

              An unlimited number of Transfers are allowed during the
              Accumulation Period. Aetna allows 12 free Transfers in any Account
              Year. Thereafter, Aetna reserves the right to charge $10 for each
              subsequent Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Deferred Sales Charge

              For each withdrawal, the Deferred Sales Charge will be determined
              as follows:

<TABLE>
<CAPTION>
                                                      Deferred Sales Charge
                    Length of Time from Receipt of      (as percentage of
                       Purchase Payment (Years)         Purchase Payment)
              ----------------------------------------------------------------
              <S>                                              <C>
              Less than 1 year                                 7%

              1 or more but less than 2 years                  6%

              2 or more but less than 3 years                  5%

              3 or more but less than 4 years                  4%

              4 or more but less than 5 years                  3%

              5 or more but less than 6 years                  2%

              6 or more but less than 7 years                  1%

              7 years or more                                  0%
</TABLE>

See Section I - DEFINITIONS for explanations.


GM-VA-98(NY)N-1(MH)                  Page 4
<PAGE>

                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------
Charges to Separate Account

              A daily charge is deducted at an annual effective rate of 1.25%
              for mortality and expense risks in the Annuity Period. The
              administrative charge is established upon election of an Annuity
              Payout Option. This charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

              If a variable Annuity Payment is chosen, an AIR of 5.0% may be
              elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

              If the portion of a variable Annuity Payment for any Subaccount is
              not to decrease, the annuity return factor under the Separate
              Account for that Subaccount must be:

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

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

Transfers

              When a variable Annuity Payment has been elected, four free
              Transfers are allowed each Account Year among the Subaccounts
              available during the Annuity Period. Thereafter, Aetna reserves
              the right to charge $10 for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.


GM-VA-98(NY)N-1(MH)                  Page 5
<PAGE>

                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------
Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

              Option Package I was selected.

Schedule Effective Date

              June 1, 1998

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

              Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
                  <S>                                <C>
                  Administrative Charge              0.15%
                  Mortality and Expense Risk Charge  0.80%
                                                     ----
                  Total Separate Account Charges     0.95%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
                 <S>                                    <C>
                 Aetna Balanced VP, Inc.                Fidelity VIP High Income Portfolio
                 Aetna Bond VP                          Fidelity VIP II Contrafund Portfolio
                 Aetna Growth VP                        Janus Aspen Aggressive Growth Portfolio
                 Aetna Growth and Income VP             Janus Aspen Balanced Portfolio
                 Aetna Index Plus Large Cap VP          Janus Aspen Growth Portfolio
                 Aetna International VP                 Janus Aspen Worldwide Growth Portfolio
                 Aetna Money Market VP                  MFS Total Return Series
                 Aetna Real Estate Securities VP        Oppenheimer Aggressive Growth Fund/VA
                 Aetna Small Company VP                 Oppenheimer Main Street Growth & Income Fund/VA
                 AIM V.I. Capital Appreciation Fund     Oppenheimer Strategic Bond Fund/VA
                 AIM V.I. Growth Fund                   Portfolio Partners MFS Emerging Equities Portfolio
                 AIM V.I. Growth and Income Fund        Portfolio Partners MFS Research Growth Portfolio
                 AIM V.I. Value Fund                    Portfolio Partners MFS Value Equity Portfolio
                 Fidelity VIP Equity -Income Portfolio  Portfolio Partners Scudder International Growth Portfolio
</TABLE>

GM-VA-98(NY)I-1                      Page 3
<PAGE>

Guaranteed Account
- --------------------------------------------------------------------------------
Minimum Guaranteed Rate

              3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Transfers

              An unlimited number of Transfers are allowed during the
              Accumulation Period. Aetna allows 12 free Transfers in any Account
              Year. Thereafter, Aetna reserves the right to charge $10 for each
              subsequent Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Deferred Sales Charge

              For each withdrawal, the Deferred Sales Charge will be determined
              as follows:

<TABLE>
<CAPTION>
                                                      Deferred Sales Charge
                    Length of Time from Receipt of      (as percentage of
                       Purchase Payment (Years)         Purchase Payment)
              -------------------------------------------------------------
              <S>                                              <C>
              Less than 1 year                                 3%

              More than 1 but less than 2 years                2%

              More than 2 but less than 3 years                1%

              More than 3 years                                0%
</TABLE>

See Section I - DEFINITIONS for explanations.

GM-VA-98(NY)I-1                      Page 4
<PAGE>

                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------
Charges to Separate Account

              A daily charge is deducted at an annual effective rate of 1.25%
              for mortality and expense risks in the Annuity Period. The
              administrative charge is established upon election of an Annuity
              Payout Option. This charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

              If a variable Annuity Payment is chosen, an AIR of 5.0% may be
              elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

              If the portion of a variable Annuity Payment for any Subaccount is
              not to decrease, the annuity return factor under the Separate
              Account for that Subaccount must be:

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

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

Transfers

              When a variable Annuity Payment has been elected, four free
              Transfers are allowed each Account Year among the Subaccounts
              available during the Annuity Period. Thereafter, Aetna reserves
              the right to charge $10 for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.


GM-VA-98(NY)I-1                      Page 5
<PAGE>

                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------
Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

              Option Package I was selected.

Schedule Effective Date

              June 1, 1998

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

              Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
                 <S>                                 <C>
                 Administrative Charge               0.15%
                 Mortality and Expense Risk Charge   0.80%
                                                     ----
                 Total Separate Account Charges      0.95%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
                 <S>                                    <C>
                 Aetna Balanced VP, Inc.                Janus Aspen Aggressive Growth Portfolio
                 Aetna Bond VP                          Janus Aspen Balanced Portfolio
                 Aetna Growth VP                        Janus Aspen Growth Portfolio
                 Aetna Growth and Income VP             Janus Aspen Worldwide Growth Portfolio
                 Aetna Index Plus Large Cap VP          MFS Total Return Series
                 Aetna International VP                 Mitchell Hutchins Growth and Income Portfolio
                 Aetna Money Market VP                  Mitchell Hutchins Tactical Allocation Portfolio
                 Aetna Real Estate Securities VP        Mitchell Hutchins Small Cap Portfolio
                 Aetna Small Company VP                 Oppenheimer Aggressive Growth Fund/VA
                 AIM V.I. Capital Appreciation Fund     Oppenheimer Main Street Growth & Income Fund/VA
                 AIM V.I. Growth Fund                   Oppenheimer Strategic Bond Fund/VA
                 AIM V.I. Growth and Income Fund        Portfolio Partners MFS Emerging Equities Portfolio
                 AIM V.I. Value Fund                    Portfolio Partners MFS Research Growth Portfolio
                 Fidelity VIP Equity -Income Portfolio  Portfolio Partners MFS Value Equity Portfolio
                 Fidelity VIP High Income Portfolio     Portfolio Partners Scudder International Growth Portfolio
                 Fidelity VIP II Contrafund Portfolio
</TABLE>

GM-VA-98(NY)I-1(MH)                  Page 3
<PAGE>

Guaranteed Account
- --------------------------------------------------------------------------------
Minimum Guaranteed Rate

              3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Transfers

              An unlimited number of Transfers are allowed during the
              Accumulation Period. Aetna allows 12 free Transfers in any Account
              Year. Thereafter, Aetna reserves the right to charge $10 for each
              subsequent Transfer.

Maintenance Fee

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


                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Deferred Sales Charge

              For each withdrawal, the Deferred Sales Charge will be determined
              as follows:

<TABLE>
<CAPTION>
                                                    Deferred Sales Charge
               Length of Time from Receipt of         (as percentage of
                  Purchase Payment (Years)            Purchase Payment)
              -----------------------------------------------------------
              <S>                                              <C>
              Less than 1 year                                 3%

              More than 1 but less than 2 years                2%

              More than 2 but less than 3 years                1%

              More than 3 years                                0%
</TABLE>

See Section I - DEFINITIONS for explanations.


GM-VA-98(NY)I-1(MH)                  Page 4
<PAGE>

                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------
Charges to Separate Account

              A daily charge is deducted at an annual effective rate of 1.25%
              for mortality and expense risks in the Annuity Period. The
              administrative charge is established upon election of an Annuity
              Payout Option. This charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

              If a variable Annuity Payment is chosen, an AIR of 5.0% may be
              elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

              If the portion of a variable Annuity Payment for any Subaccount is
              not to decrease, the annuity return factor under the Separate
              Account for that Subaccount must be:

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

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

Transfers

              When a variable Annuity Payment has been elected, four free
              Transfers are allowed each Account Year among the Subaccounts
              available during the Annuity Period. Thereafter, Aetna reserves
              the right to charge $10 for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.


GM-VA-98(NY)I-1(MH)                  Page 5
<PAGE>

                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

              Option Package II was selected.

Schedule Effective Date

              June 1, 1998

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

Separate Account

              Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
                 <S>                                 <C>
                 Administrative Charge               0.15%
                 Mortality and Expense Risk Charge   1.10%
                                                     ----
                 Total Separate Account Charges      1.25%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
                 <S>                                    <C>
                 Aetna Balanced VP, Inc.                Fidelity VIP High Income Portfolio
                 Aetna Bond VP                          Fidelity VIP II Contrafund Portfolio
                 Aetna Growth VP                        Janus Aspen Aggressive Growth Portfolio
                 Aetna Growth and Income VP             Janus Aspen Balanced Portfolio
                 Aetna Index Plus Large Cap VP          Janus Aspen Growth Portfolio
                 Aetna International VP                 Janus Aspen Worldwide Growth Portfolio
                 Aetna Money Market VP                  MFS Total Return Series
                 Aetna Real Estate Securities VP        Oppenheimer Aggressive Growth Fund/VA
                 Aetna Small Company VP                 Oppenheimer Main Street Growth & Income Fund/VA
                 AIM V.I. Capital Appreciation Fund     Oppenheimer Strategic Bond Fund/VA
                 AIM V.I. Growth Fund                   Portfolio Partners MFS Emerging Equities Portfolio
                 AIM V.I. Growth and Income Fund        Portfolio Partners MFS Research Growth Portfolio
                 AIM V.I. Value Fund                    Portfolio Partners MFS Value Equity Portfolio
                 Fidelity VIP Equity -Income Portfolio  Portfolio Partners Scudder International Growth Portfolio
</TABLE>

GM-VA-98(NY)N-2                      Page 3
<PAGE>

Guaranteed Account
- --------------------------------------------------------------------------------
Minimum Guaranteed Rate

              3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Transfers

              An unlimited number of Transfers are allowed during the
              Accumulation Period. Aetna allows 12 free Transfers in any Account
              Year. Thereafter, Aetna reserves the right to charge $10 for each
              subsequent Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Deferred Sales Charge

              For each withdrawal, the Deferred Sales Charge will be determined
              as follows:

<TABLE>
<CAPTION>
                                                      Deferred Sales Charge
                    Length of Time from Receipt of      (as percentage of
                       Purchase Payment (Years)         Purchase Payment)
              --------------------------------------------------------------
              <S>                                              <C>
              Less than 1 year                                 7%

              1 or more but less than 2 years                  6%

              2 or more but less than 3 years                  5%

              3 or more but less than 4 years                  4%

              4 or more but less than 5 years                  3%

              5 or more but less than 6 years                  2%

              6 or more but less than 7 years                  1%

              7 years or more                                  0%
</TABLE>

See Section I - DEFINITIONS for explanations


GM-VA-98(NY)N-2                      Page 4
<PAGE>

                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------
Charges to Separate Account

              A daily charge is deducted at an annual effective rate of 1.25%
              for mortality and expense risks in the Annuity Period. The
              administrative charge is established upon election of an Annuity
              Payout Option. This charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

              If a variable Annuity Payment is chosen, an AIR of 5.0% may be
              elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

              If the portion of a variable Annuity Payment for any Subaccount is
              not to decrease, the annuity return factor under the Separate
              Account for that Subaccount must be:

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

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

Transfers

              When a variable Annuity Payment has been elected, four free
              Transfers are allowed each Account Year among the Subaccounts
              available during the Annuity Period. Thereafter, Aetna reserves
              the right to charge $10 for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.


GM-VA-98(NY)N-2                      Page 5
<PAGE>

                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------
Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

              Option Package II was selected.

Schedule Effective Date

              June 1, 1998

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

              Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
                 <S>                                 <C>
                 Administrative Charge               0.15%
                 Mortality and Expense Risk Charge   1.10%
                                                     ----
                 Total Separate Account Charges      1.25%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
                 <S>                                    <C>
                 Aetna Balanced VP, Inc.                Janus Aspen Aggressive Growth Portfolio
                 Aetna Bond VP                          Janus Aspen Balanced Portfolio
                 Aetna Growth VP                        Janus Aspen Growth Portfolio
                 Aetna Growth and Income VP             Janus Aspen Worldwide Growth Portfolio
                 Aetna Index Plus Large Cap VP          MFS Total Return Series
                 Aetna International VP                 Mitchell Hutchins Growth and Income Portfolio
                 Aetna Money Market VP                  Mitchell Hutchins Tactical Allocation Portfolio
                 Aetna Real Estate Securities VP        Mitchell Hutchins Small Cap Portfolio
                 Aetna Small Company VP                 Oppenheimer Aggressive Growth Fund/VA
                 AIM V.I. Capital Appreciation Fund     Oppenheimer Main Street Growth & Income Fund/VA
                 AIM V.I. Growth Fund                   Oppenheimer Strategic Bond Fund/VA
                 AIM V.I. Growth and Income Fund        Portfolio Partners MFS Emerging Equities Portfolio
                 AIM V.I. Value Fund                    Portfolio Partners MFS Research Growth Portfolio
                 Fidelity VIP Equity -Income Portfolio  Portfolio Partners MFS Value Equity Portfolio
                 Fidelity VIP High Income Portfolio     Portfolio Partners Scudder International Growth Portfolio
                 Fidelity VIP II Contrafund Portfolio
</TABLE>

GM-VA-98(NY)N-2(MH)                  Page 3
<PAGE>

Guaranteed Account
- --------------------------------------------------------------------------------
Minimum Guaranteed Rate

              3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Transfers

              An unlimited number of Transfers are allowed during the
              Accumulation Period. Aetna allows 12 free Transfers in any Account
              Year. Thereafter, Aetna reserves the right to charge $10 for each
              subsequent Transfer.

Maintenance Fee

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


                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Deferred Sales Charge

              For each withdrawal, the Deferred Sales Charge will be determined
              as follows:

<TABLE>
<CAPTION>
                                                        Deferred Sales Charge
                    Length of Time from Receipt of        (as percentage of
                       Purchase Payment (Years)           Purchase Payment)
              ----------------------------------------------------------------
              <S>                                              <C>
              Less than 1 year                                 7%

              1 or more but less than 2 years                  6%

              2 or more but less than 3 years                  5%

              3 or more but less than 4 years                  4%

              4 or more but less than 5 years                  3%

              5 or more but less than 6 years                  2%

              6 or more but less than 7 years                  1%

              7 years or more                                  0%
</TABLE>

See Section I - DEFINITIONS for explanations

GM-VA-98(NY)N-2(MH)                  Page 4
<PAGE>

                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------
Charges to Separate Account

              A daily charge is deducted at an annual effective rate of 1.25%
              for mortality and expense risks in the Annuity Period. The
              administrative charge is established upon election of an Annuity
              Payout Option. This charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

              If a variable Annuity Payment is chosen, an AIR of 5.0% may be
              elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

              If the portion of a variable Annuity Payment for any Subaccount is
              not to decrease, the annuity return factor under the Separate
              Account for that Subaccount must be:

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

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

Transfers

              When a variable Annuity Payment has been elected, four free
              Transfers are allowed each Account Year among the Subaccounts
              available during the Annuity Period. Thereafter, Aetna reserves
              the right to charge $10 for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.

GM-VA-98(NY)N-2(MH)                  Page 5
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------
Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

              Option Package II was selected.

Schedule Effective Date

              June 1, 1998

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

              Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
                 <S>                                 <C>
                 Administrative Charge               0.15%
                 Mortality and Expense Risk Charge   1.10%
                                                     ----
                 Total Separate Account Charges      1.25%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
                 <S>                                    <C>
                 Aetna Balanced VP, Inc.                Fidelity VIP High Income Portfolio
                 Aetna Bond VP                          Fidelity VIP II Contrafund Portfolio
                 Aetna Growth VP                        Janus Aspen Aggressive Growth Portfolio
                 Aetna Growth and Income VP             Janus Aspen Balanced Portfolio
                 Aetna Index Plus Large Cap VP          Janus Aspen Growth Portfolio
                 Aetna International VP                 Janus Aspen Worldwide Growth Portfolio
                 Aetna Money Market VP                  MFS Total Return Series
                 Aetna Real Estate Securities VP        Oppenheimer Aggressive Growth Fund/VA
                 Aetna Small Company VP                 Oppenheimer Main Street Growth & Income Fund/VA
                 AIM V.I. Capital Appreciation Fund     Oppenheimer Strategic Bond Fund/VA
                 AIM V.I. Growth Fund                   Portfolio Partners MFS Emerging Equities Portfolio
                 AIM V.I. Growth and Income Fund        Portfolio Partners MFS Research Growth Portfolio
                 AIM V.I. Value Fund                    Portfolio Partners MFS Value Equity Portfolio
                 Fidelity VIP Equity -Income Portfolio  Portfolio Partners Scudder International Growth Portfolio
</TABLE>

GM-VA-98(NY)I-2                      Page 3
<PAGE>

Guaranteed Account
- --------------------------------------------------------------------------------
Minimum Guaranteed Rate

              3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Transfers

              An unlimited number of Transfers are allowed during the
              Accumulation Period. Aetna allows 12 free Transfers in any Account
              Year. Thereafter, Aetna reserves the right to charge $10 for each
              subsequent Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Deferred Sales Charge

              For each withdrawal, the Deferred Sales Charge will be determined
              as follows:

<TABLE>
<CAPTION>
                                                     Deferred Sales Charge
                    Length of Time from Receipt of     (as percentage of
                       Purchase Payment (Years)        Purchase Payment)
              ------------------------------------------------------------------
              <S>                                              <C>
              Less than 1 year                                 3%

              More than 1 but less than 2 years                2%

              More than 2 but less than 3 years                1%

              More than 3 years                                0%
</TABLE>

See Section I - DEFINITIONS for explanations.


GM-VA-98(NY)I-2                      Page 4
<PAGE>

                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------
Charges to Separate Account

              A daily charge is deducted at an annual effective rate of 1.25%
              for mortality and expense risks in the Annuity Period. The
              administrative charge is established upon election of an Annuity
              Payout Option. This charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

              If a variable Annuity Payment is chosen, an AIR of 5.0% may be
              elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

              If the portion of a variable Annuity Payment for any Subaccount is
              not to decrease, the annuity return factor under the Separate
              Account for that Subaccount must be:

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

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

Transfers

              When a variable Annuity Payment has been elected, four free
              Transfers are allowed each Account Year among the Subaccounts
              available during the Annuity Period. Thereafter, Aetna reserves
              the right to charge $10 for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.


GM-VA-98(NY)I-2                      Page 5
<PAGE>

                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------
Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

              Option Package II was selected.

Schedule Effective Date

              June 1, 1998

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

              Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
                 <S>                                 <C>
                 Administrative Charge               0.15%
                 Mortality and Expense Risk Charge   1.10%
                                                     ----
                 Total Separate Account Charges      1.25%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
                 <S>                                    <C>
                 Aetna Balanced VP, Inc.                Janus Aspen Aggressive Growth Portfolio
                 Aetna Bond VP                          Janus Aspen Balanced Portfolio
                 Aetna Growth VP                        Janus Aspen Growth Portfolio
                 Aetna Growth and Income VP             Janus Aspen Worldwide Growth Portfolio
                 Aetna Index Plus Large Cap VP          MFS Total Return Series
                 Aetna International VP                 Mitchell Hutchins Growth and Income Portfolio
                 Aetna Money Market VP                  Mitchell Hutchins Tactical Allocation Portfolio
                 Aetna Real Estate Securities VP        Mitchell Hutchins Small Cap Portfolio
                 Aetna Small Company VP                 Oppenheimer Aggressive Growth Fund/VA
                 AIM V.I. Capital Appreciation Fund     Oppenheimer Main Street Growth & Income Fund/VA
                 AIM V.I. Growth Fund                   Oppenheimer Strategic Bond Fund/VA
                 AIM V.I. Growth and Income Fund        Portfolio Partners MFS Emerging Equities Portfolio
                 AIM V.I. Value Fund                    Portfolio Partners MFS Research Growth Portfolio
                 Fidelity VIP Equity -Income Portfolio  Portfolio Partners MFS Value Equity Portfolio
                 Fidelity VIP High Income Portfolio     Portfolio Partners Scudder International Growth Portfolio
                 Fidelity VIP II Contrafund Portfolio
</TABLE>

GM-VA-98(NY)I-2(MH)                  Page 3
<PAGE>

Guaranteed Account
- --------------------------------------------------------------------------------
Minimum Guaranteed Rate

              3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Transfers

              An unlimited number of Transfers are allowed during the
              Accumulation Period. Aetna allows 12 free Transfers in any Account
              Year. Thereafter, Aetna reserves the right to charge $10 for each
              subsequent Transfer.

Maintenance Fee

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

                                    Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Deferred Sales Charge

              For each withdrawal, the Deferred Sales Charge will be determined
              as follows:

<TABLE>
<CAPTION>
                                                        Deferred Sales Charge
                    Length of Time from Receipt of        (as percentage of
                       Purchase Payment (Years)           Purchase Payment)
              ------------------------------------------------------------------
              <S>                                              <C>
              Less than 1 year                                 3%

              More than 1 but less than 2 years                2%

              More than 2 but less than 3 years                1%

              More than 3 years                                0%
</TABLE>

See Section I - DEFINITIONS for explanations.

GM-VA-98(NY)I-2(MH)                  Page 4
<PAGE>

                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------
Charges to Separate Account

              A daily charge is deducted at an annual effective rate of 1.25%
              for mortality and expense risks in the Annuity Period. The
              administrative charge is established upon election of an Annuity
              Payout Option. This charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

              If a variable Annuity Payment is chosen, an AIR of 5.0% may be
              elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

              If the portion of a variable Annuity Payment for any Subaccount is
              not to decrease, the annuity return factor under the Separate
              Account for that Subaccount must be:

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

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

Transfers

              When a variable Annuity Payment has been elected, four free
              Transfers are allowed each Account Year among the Subaccounts
              available during the Annuity Period. Thereafter, Aetna reserves
              the right to charge $10 for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.

GM-VA-98(NY)I-2(MH)                  Page 5
<PAGE>

                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------
Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

              Option Package III was selected.

Schedule Effective Date

              June 1, 1998

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

              Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
                 <S>                                 <C>
                 Administrative Charge               0.15%
                 Mortality and Expense Risk Charge   1.25%
                                                     ----
                 Total Separate Account Charges      1.40%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
                 <S>                                    <C>
                 Aetna Balanced VP, Inc.                Fidelity VIP High Income Portfolio
                 Aetna Bond VP                          Fidelity VIP II Contrafund Portfolio
                 Aetna Growth VP                        Janus Aspen Aggressive Growth Portfolio
                 Aetna Growth and Income VP             Janus Aspen Balanced Portfolio
                 Aetna Index Plus Large Cap VP          Janus Aspen Growth Portfolio
                 Aetna International VP                 Janus Aspen Worldwide Growth Portfolio
                 Aetna Money Market VP                  MFS Total Return Series
                 Aetna Real Estate Securities VP        Oppenheimer Aggressive Growth Fund/VA
                 Aetna Small Company VP                 Oppenheimer Main Street Growth & Income Fund/VA
                 AIM V.I. Capital Appreciation Fund     Oppenheimer Strategic Bond Fund/VA
                 AIM V.I. Growth Fund                   Portfolio Partners MFS Emerging Equities Portfolio
                 AIM V.I. Growth and Income Fund        Portfolio Partners MFS Research Growth Portfolio
                 AIM V.I. Value Fund                    Portfolio Partners MFS Value Equity Portfolio
                 Fidelity VIP Equity -Income Portfolio  Portfolio Partners Scudder International Growth Portfolio
</TABLE>

GM-VA-98(NY)N-3                      Page 3
<PAGE>

Guaranteed Account
- --------------------------------------------------------------------------------
Minimum Guaranteed Rate

              3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Transfers

              An unlimited number of Transfers are allowed during the
              Accumulation Period. Aetna allows 12 free Transfers in any Account
              Year. Thereafter, Aetna reserves the right to charge $10 for each
              subsequent Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Deferred Sales Charge

              For each withdrawal, the Deferred Sales Charge will be determined
              as follows:

<TABLE>
<CAPTION>
                                                      Deferred Sales Charge
                    Length of Time from Receipt of      (as percentage of
                       Purchase Payment (Years)         Purchase Payment)
              --------------------------------------------------------------
              <S>                                              <C>
              Less than 1 year                                 7%

              1 or more but less than 2 years                  6%

              2 or more but less than 3 years                  5%

              3 or more but less than 4 years                  4%

              4 or more but less than 5 years                  3%

              5 or more but less than 6 years                  2%

              6 or more but less than 7 years                  1%

              7 years or more                                  0%
</TABLE>

See Section I - DEFINITIONS for explanations.

GM-VA-98(NY)N-3                      Page 4
<PAGE>

                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------
Charges to Separate Account

              A daily charge is deducted at an annual effective rate of 1.25%
              for mortality and expense risks in the Annuity Period. The
              administrative charge is established upon election of an Annuity
              Payout Option. This charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

              If a variable Annuity Payment is chosen, an AIR of 5.0% may be
              elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

              If the portion of a variable Annuity Payment for any Subaccount is
              not to decrease, the annuity return factor under the Separate
              Account for that Subaccount must be:

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

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

Transfers

              When a variable Annuity Payment has been elected, four free
              Transfers are allowed each Account Year among the Subaccounts
              available during the Annuity Period. Thereafter, Aetna reserves
              the right to charge $10 for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.

GM-VA-98(NY)N-3                      Page 5
<PAGE>

                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------
Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

              Option Package III was selected.

Schedule Effective Date

              June 1, 1998

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

              Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
                 <S>                                 <C>
                 Administrative Charge               0.15%
                 Mortality and Expense Risk Charge   1.25%
                                                     ----
                 Total Separate Account Charges      1.40%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
                 <S>                                    <C>
                 Aetna Balanced VP, Inc.                Janus Aspen Aggressive Growth Portfolio
                 Aetna Bond VP                          Janus Aspen Balanced Portfolio
                 Aetna Growth VP                        Janus Aspen Growth Portfolio
                 Aetna Growth and Income VP             Janus Aspen Worldwide Growth Portfolio
                 Aetna Index Plus Large Cap VP          MFS Total Return Series
                 Aetna International VP                 Mitchell Hutchins Growth and Income Portfolio
                 Aetna Money Market VP                  Mitchell Hutchins Tactical Allocation
                 Aetna Real Estate Securities VP        Mitchell Hutchins Small Cap Portfolio
                 Aetna Small Company VP                 Oppenheimer Aggressive Growth Fund/VA
                 AIM V.I. Capital Appreciation Fund     Oppenheimer Main Street Growth & Income Fund/VA
                 AIM V.I. Growth Fund                   Oppenheimer Strategic Bond Fund/VA
                 AIM V.I. Growth and Income Fund        Portfolio Partners MFS Emerging Equities Portfolio
                 AIM V.I. Value Fund                    Portfolio Partners MFS Research Growth Portfolio
                 Fidelity VIP Equity -Income Portfolio  Portfolio Partners MFS Value Equity Portfolio
                 Fidelity VIP High Income Portfolio     Portfolio Partners Scudder International Growth Portfolio
                 Fidelity VIP II Contrafund Portfolio
</TABLE>

GM-VA-98(NY)N-3(MH)                  Page 3
<PAGE>

Guaranteed Account
- --------------------------------------------------------------------------------
Minimum Guaranteed Rate

              3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Transfers

              An unlimited number of Transfers are allowed during the
              Accumulation Period. Aetna allows 12 free Transfers in any Account
              Year. Thereafter, Aetna reserves the right to charge $10 for each
              subsequent Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Deferred Sales Charge

              For each withdrawal, the Deferred Sales Charge will be determined
              as follows:

<TABLE>
<CAPTION>
                                                      Deferred Sales Charge
                    Length of Time from Receipt of      (as percentage of
                       Purchase Payment (Years)         Purchase Payment)
              --------------------------------------------------------------
              <S>                                              <C>
              Less than 1 year                                 7%

              1 or more but less than 2 years                  6%

              2 or more but less than 3 years                  5%

              3 or more but less than 4 years                  4%

              4 or more but less than 5 years                  3%

              5 or more but less than 6 years                  2%

              6 or more but less than 7 years                  1%

              7 years or more                                  0%
</TABLE>

See Section I - DEFINITIONS for explanations.

GM-VA-98(NY)N-3(MH)                  Page 4
<PAGE>

                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------
Charges to Separate Account

              A daily charge is deducted at an annual effective rate of 1.25%
              for mortality and expense risks in the Annuity Period. The
              administrative charge is established upon election of an Annuity
              Payout Option. This charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

              If a variable Annuity Payment is chosen, an AIR of 5.0% may be
              elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

              If the portion of a variable Annuity Payment for any Subaccount is
              not to decrease, the annuity return factor under the Separate
              Account for that Subaccount must be:

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

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

Transfers

              When a variable Annuity Payment has been elected, four free
              Transfers are allowed each Account Year among the Subaccounts
              available during the Annuity Period. Thereafter, Aetna reserves
              the right to charge $10 for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.


GM-VA-98(NY)N-3(MH)                  Page 5
<PAGE>

                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------
Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

              Option Package III was selected.

Schedule Effective Date

              June 1, 1998

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

              Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
                 <S>                                 <C>
                 Administrative Charge               0.15%
                 Mortality and Expense Risk Charge   1.25%
                                                     ----
                 Total Separate Account Charges      1.40%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
                 <S>                                    <C>
                 Aetna Balanced VP, Inc.                Fidelity VIP High Income Portfolio
                 Aetna Bond VP                          Fidelity VIP II Contrafund Portfolio
                 Aetna Growth VP                        Janus Aspen Aggressive Growth Portfolio
                 Aetna Growth and Income VP             Janus Aspen Balanced Portfolio
                 Aetna Index Plus Large Cap VP          Janus Aspen Growth Portfolio
                 Aetna International VP                 Janus Aspen Worldwide Growth Portfolio
                 Aetna Money Market VP                  MFS Total Return Series
                 Aetna Real Estate Securities VP        Oppenheimer Aggressive Growth Fund/VA
                 Aetna Small Company VP                 Oppenheimer Main Street Growth & Income Fund/VA
                 AIM V.I. Capital Appreciation Fund     Oppenheimer Strategic Bond Fund/VA
                 AIM V.I. Growth Fund                   Portfolio Partners MFS Emerging Equities Portfolio
                 AIM V.I. Growth and Income Fund        Portfolio Partners MFS Research Growth Portfolio
                 AIM V.I. Value Fund                    Portfolio Partners MFS Value Equity Portfolio
                 Fidelity VIP Equity -Income Portfolio  Portfolio Partners Scudder International Growth Portfolio
</TABLE>

GM-VA-98(NY)I-3                      Page 3
<PAGE>

Guaranteed Account
- --------------------------------------------------------------------------------
Minimum Guaranteed Rate

              3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Transfers

              An unlimited number of Transfers are allowed during the
              Accumulation Period. Aetna allows 12 free Transfers in any Account
              Year. Thereafter, Aetna reserves the right to charge $10 for each
              subsequent Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Deferred Sales Charge

              For each withdrawal, the Deferred Sales Charge will be determined
              as follows:

<TABLE>
<CAPTION>
                                                      Deferred Sales Charge
                    Length of Time from Receipt of    (as percentage of
                       Purchase Payment (Years)       Purchase Payment)
              ------------------------------------------------------------------
              <S>                                            <C>
              Less than 1 year                               3%

              More than 1 but less than 2 years              2%

              More than 2 but less than 3 years              1%

              More than 3 years                              0%
</TABLE>

See Section I - DEFINITIONS for explanations.

GM-VA-98(NY)I-3                      Page 4
<PAGE>

                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------
Charges to Separate Account

              A daily charge is deducted at an annual effective rate of 1.25%
              for mortality and expense risks in the Annuity Period. The
              administrative charge is established upon election of an Annuity
              Payout Option. This charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

              If a variable Annuity Payment is chosen, an AIR of 5.0% may be
              elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

              If the portion of a variable Annuity Payment for any Subaccount is
              not to decrease, the annuity return factor under the Separate
              Account for that Subaccount must be:

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

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

Transfers

              When a variable Annuity Payment has been elected, four free
              Transfers are allowed each Account Year among the Subaccounts
              available during the Annuity Period. Thereafter, Aetna reserves
              the right to charge $10 for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.

GM-VA-98(NY)I-3                      Page 5
<PAGE>

                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------
Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

              Option Package III was selected.

Schedule Effective Date

              June 1, 1998

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

              Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
                 <S>                                 <C>
                 Administrative Charge               0.15%
                 Mortality and Expense Risk Charge   1.25%
                                                     ----
                 Total Separate Account Charges      1.40%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
                 <S>                                    <C>
                 Aetna Balanced VP, Inc.
                 Aetna Bond VP                          Janus Aspen Aggressive Growth Portfolio
                 Aetna Growth VP                        Janus Aspen Balanced Portfolio
                 Aetna Growth and Income VP             Janus Aspen Growth Portfolio
                 Aetna Index Plus Large Cap VP          Janus Aspen Worldwide Growth Portfolio
                 Aetna International VP                 MFS Total Return Series
                 Aetna Money Market VP                  Mitchell Hutchins Growth and Income Portfolio
                 Aetna Real Estate Securities VP        Mitchell Hutchins Tactical Allocation Portfolio
                 Aetna Small Company VP                 Mitchell Hutchins Small Cap Portfolio
                 AIM V.I. Capital Appreciation Fund     Oppenheimer Aggressive Growth Fund/VA
                 AIM V.I. Growth Fund                   Oppenheimer Main Street Growth & Income Fund/VA
                 AIM V.I. Growth and Income Fund        Oppenheimer Strategic Bond Fund/VA
                 AIM V.I. Value Fund                    Portfolio Partners MFS Emerging Equities Portfolio
                 Fidelity VIP Equity -Income Portfolio  Portfolio Partners MFS Research Growth Portfolio
                 Fidelity VIP High Income Portfolio     Portfolio Partners MFS Value Equity Portfolio
                 Fidelity VIP II Contrafund Portfolio   Portfolio Partners Scudder International Growth Portfolio
</TABLE>

GM-VA-98(NY)I-3(MH)                  Page 3
<PAGE>

Guaranteed Account
- --------------------------------------------------------------------------------
Minimum Guaranteed Rate

              3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Transfers

              An unlimited number of Transfers are allowed during the
              Accumulation Period. Aetna allows 12 free Transfers in any Account
              Year. Thereafter, Aetna reserves the right to charge $10 for each
              subsequent Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Deferred Sales Charge

              For each withdrawal, the Deferred Sales Charge will be determined
              as follows:

<TABLE>
<CAPTION>
                                                      Deferred Sales Charge
                    Length of Time from Receipt of      (as percentage of
                       Purchase Payment (Years)         Purchase Payment)
              ------------------------------------------------------------------
              <S>                                              <C>
              Less than 1 year                                 3%

              More than 1 but less than 2 years                2%

              More than 2 but less than 3 years                1%

              More than 3 years                                0%
</TABLE>

See Section I - DEFINITIONS for explanations.

GM-VA-98(NY)I-3(MH)                  Page 4
<PAGE>

                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------
Charges to Separate Account

              A daily charge is deducted at an annual effective rate of 1.25%
              for mortality and expense risks in the Annuity Period. The
              administrative charge is established upon election of an Annuity
              Payout Option. This charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

              If a variable Annuity Payment is chosen, an AIR of 5.0% may be
              elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

              If the portion of a variable Annuity Payment for any Subaccount is
              not to decrease, the annuity return factor under the Separate
              Account for that Subaccount must be:

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

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

Transfers

              When a variable Annuity Payment has been elected, four free
              Transfers are allowed each Account Year among the Subaccounts
              available during the Annuity Period. Thereafter, Aetna reserves
              the right to charge $10 for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.

GM-VA-98(NY)I-3(MH)                  Page 5
<PAGE>

                                                 Table of Contents

I.        DEFINITIONS                                                      PAGE
            1.01  Account ................................................. 8
            1.02  Account Effective Date .................................. 8
            1.03  Account Value ........................................... 8
            1.04  Account Year ............................................ 8
            1.05  Accumulation Period ..................................... 8
            1.06  Adjusted Account Value .................................. 8
            1.07  Annuitant ............................................... 8
            1.08  Annuity Payment ......................................... 8
            1.09  Annuity Payout Options .................................. 8
            1.10  Annuity Period .......................................... 8
            1.11  Beneficiary ............................................. 9
            1.12  Certificate Holder ...................................... 9
            1.13  Claim Date .............................................. 9
            1.14  Code .................................................... 9
            1.15  Contract ................................................ 9
            1.16  Contract Holder ......................................... 9
            1.17  Contribution ............................................ 9
            1.18  Deferred Sales .......................................... 9
            1.19  Dollar Cost Averaging ................................... 9
            1.20  Fund(s) .................................................10
            1.21  General Account .........................................10
            1.22  Guaranteed Account ......................................10
            1.23  Guaranteed Rates - Guaranteed Account ...................10
            1.24  Guaranteed Term .........................................10
            1.25  Guaranteed Term(s) Groups ...............................10
            1.26  Maintenance Fee .........................................10
            1.27  Market Value Adjustment (MVA) ...........................11
            1.28  Matured Term Value ......................................11
            1.29  Maturity Value Transfer .................................11
            1.30  Maturity Date ...........................................11
            1.31  Option Package ..........................................11
            1.32  Purchase Payment(s) .....................................11
            1.33  Reinvestment ............................................11
            1.34  Schedule Effective Date .................................11
            1.35  Separate Account ........................................11
            1.36  Subaccount(s) ...........................................12
            1.37  Systematic Distribution Option ..........................12
            1.38  Transfers ...............................................12
            1.39  Withdrawal Value ........................................12
            1.40  Valuation Date ..........................................12

II.       GENERAL PROVISIONS
            2.01  Change of Contract ......................................12
            2.02  Change of Fund(s) .......................................13
            2.03  Nonparticipating Contract ...............................13
            2.04  Payments and Elections ..................................13
            2.05  State Laws ..............................................13
            2.06  Control of Contract .....................................13
            2.07  Designation of Beneficiary ..............................14
            2.08  Misstatements and Adjustments ...........................14
            2.09  Incontestability ........................................14
            2.10  Grace Period ............................................14
            2.11  Individual Certificates .................................14

GM-VA-98(NY)                         Page 6
<PAGE>

III.      PURCHASE PAYMENT, ACCOUNT VALUE, AND WITHDRAWAL PROVISIONS
            3.01  Purchase Payment ........................................14
            3.02  Certificate Holder's Account ............................14
            3.03  Accumulation Units - Separate Account ...................15
            3.04  Net Investment Factor(s) - Separate Account .............15
            3.05  Accumulation Unit Value - Separate Account ..............15
            3.06  Market Value Adjustment (MVA) ...........................15
            3.07  Transfer of Account Value from the Subaccount(s)
                  or Guaranteed Account During the Accumulation Period.....16
            3.08  Notice to the Certificate Holder ........................17
            3.09  Loans ...................................................17
            3.10  Systematic Distribution Options .........................17
            3.11  Death Benefit Amount ....................................17
            3.12  Death Benefit Options Available to Beneficiary ..........18
            3.13  Liquidation of Withdrawal Value .........................19
            3.14  Deferred Sales Charge ...................................19
            3.15  Payment of Withdrawal Value .............................19
            3.16  Payment of Adjusted Account Value .......................19
            3.17  Reinstatement ...........................................19

IV.       OPTION PACKAGES
             4.01  Election of Option Packages ............................20
             4.02  Description of Option Package I ........................20
             4.03  Description of Option Package II .......................21
             4.04  Description of Option Package III ......................23

V.        ANNUITY PAYOUT PROVISIONS
             5.01  Annuity Payout Options .................................25
             5.02  Annuity Payment Choices ................................26
             5.03  Terms of Annuity Payout Options ........................27
             5.04  Death of Annuitant/Beneficiary .........................27
             5.05  Annuity Units - Separate Account .......................28
             5.06  Annuity Unit Value - Separate Account ..................28
             5.07  Annuity Net Return Factor(s) - Separate Account ........28

GM-VA-98(NY)                         Page 7
<PAGE>

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

1.01   Account:

          A record that identifies contract values accumulated on each
          Certificate Holder's behalf.

1.02   Account Effective Date:

          The date on which an Account is established on a Certificate
          Holder's behalf.

1.03   Account Value:

          As of the most recent Valuation Date, the Account Value is equal
          to the total of the Purchase Payment(s) made to the Account;

            (a) Plus or minus the investment experience for the amount, if
            any, allocated to one or more of the Subaccounts (b) Plus
            interest added to the amount, if any, allocated to the
            Guaranteed Account; (c) Plus any additional amount deposited to
            the Account (see Section IV - OPTION PACKAGES); (d) Less the
            amount of any Maintenance Fee deducted; (e) Less any additional
            fee(s), charges, or taxes, if applicable, deducted; (f) Less any
            amount(s) withdrawn; and (g) Less any amount(s) applied to an
            Annuity Payout Option.

1.04   Account Year:

          A period of twelve months measured from the Account Effective Date
          or an anniversary of such Account Effective Date.

1.05   Accumulation Period:

          The period during which the Purchase Payment(s) are applied to an
          Account to provide future Annuity Payment(s).

1.06   Adjusted Account Value:

          The Account Value plus or minus the aggregate Market Value
          Adjustment (MVA), if applicable, for the amount(s) allocated to
          the Guaranteed Account (see Section III - Market Value
          Adjustment).

1.07   Annuitant:

          The person on whose death, during the Accumulation Period, a death
          benefit becomes payable and on whose life or life expectancy the
          Annuity Payments are based under the Certificate.

1.08   Annuity Payment:

          A series of payments for life, a definite period or a combination
          of the two. The Annuity Payments may be variable or fixed in
          amount or a combination of both.

1.09   Annuity Payout Options:

          The Certificate Holder may choose to receive Annuity Payments
          under one of the following options:

            (a)     For the life of one or two persons;
            (b)     For a stated period; or
            (c)     For some combination of (a) and (b).

1.10   Annuity Period:

          The period during which Annuity Payments are made.

GM-VA-98(NY)                         Page 8
<PAGE>

1.11   Beneficiary:

          The individual(s) or entity entitled to receive any death benefit
          due under the Certificate. Any designated Beneficiary has the
          right to name another Beneficiary. If the Account is owned by
          joint Certificate Holders, the survivor will be deemed the
          designated Beneficiary and any other Beneficiary on record will
          then be treated as the primary or contingent Beneficiary, as
          originally designated, unless and until changed by the new
          designated Beneficiary.

1.12   Certificate Holder:

          A person who purchases an interest in this Contract as evidenced
          by a certificate. Aetna reserves the right to limit ownership to
          natural persons. If more than one Certificate Holder owns an
          Account, each Certificate Holder will be a joint Certificate
          Holder. Joint Certificate Holders have joint ownership rights and
          both must authorize exercising any ownership rights unless Aetna
          allows otherwise.

1.13   Claim Date:

          The date when proof of death and the Beneficiary's entitlement to
          the death benefit are received in good order at Aetna's home
          office. This is also the date that the excess of the death benefit
          over the Account Value, if any, is allocated to the money market
          fund available through the Separate Account.

1.14   Code:

          The Internal Revenue Code of 1986, as it may be amended from time
          to time.

1.15   Contract:

          This agreement between Aetna and the Contract Holder.

1.16   Contract Holder:

          The entity to which the Contract is issued.

1.17   Contribution Period:

          A day, a calendar week, a calendar month, a calendar quarter, or
          any other period of time specified by Aetna during which a
          Purchase Payment(s), Transfer(s) and/or Reinvestment(s) may be
          allocated to one or more Guaranteed Account Guaranteed Terms.
          Aetna reserves the right to shorten or to extend the Contribution
          Period.

          During a Contribution Period, Aetna may offer any number of
          Guaranteed Terms and more than one Guaranteed Term of the same
          duration may be offered.

1.17   Deferred Sales Charge:

          The charge that is applied to a Purchase Payment(s) upon
          withdrawal. This charge will be waived under certain circumstances
          or after a certain length of time (see Section III - Deferred
          Sales Charge).

1.19   Dollar Cost Averaging:

          A program that permits the Certificate Holder to systematically
          transfer amounts from one of the available Subaccounts, or an
          available Guaranteed Account Guaranteed Term, to one or more of
          the Subaccounts. If the Certificate Holder elects a Guaranteed
          Account Guaranteed Term available for Dollar Cost Averaging, no
          MVA applies to amounts transferred under Dollar Cost Averaging. If
          Dollar Cost Averaging from a Guaranteed Account Guaranteed Term is
          discontinued before the end of the Dollar Cost Averaging period
          elected, Aetna will automatically transfer the balance to a
          Guaranteed Term of the same duration and an MVA will apply. The
          Certificate Holder may initiate a Transfer to another investment
          option and an MVA will apply. If a Guaranteed Term of the same
          duration is not available, Aetna will transfer the amount to the
          Guaranteed Term with the next shortest duration. If no shorter
          Guaranteed Term is available, the next longer Guaranteed Term will
          be used. Aetna reserves the right to establish and change terms
          and conditions governing Dollar Cost Averaging.

GM-VA-98(NY)                         Page 9
<PAGE>

1.20   Fund(s):

          The open-end registered management investment companies whose
          shares are purchased by the Separate Account to fund the benefits
          provided by the Contract.

          The Funds, and the number of Funds, available during the
          Accumulation Period may be different from those available during
          the Annuity Period. Aetna reserves the right to limit the number
          of Funds available at any one time and to limit the number of
          investment options the Certificate Holder may select during the
          Accumulation Period and/or during the Annuity Period.

1.21   General Account:

          The account holding the assets of Aetna, other than those assets
          held in Aetna's separate accounts.

1.22   Guaranteed Account:

          A nonunitized separate account, established by Aetna under Section
          38a-433 of the Connecticut General Statutes, that holds assets for
          Guaranteed Terms. There are no discrete units for this account.
          The Certificate Holder does not participate in any gain or loss
          resulting from the performance of the investments held in the
          account. Income, gains or losses realized or unrealized, are gains
          or losses of Aetna. Aetna liabilities, except for liabilities
          under this Contract and reserves required by federal and state
          law, may not be charged against the nonunitized separate account.

1.23   Guaranteed Rates - Guaranteed Account:

          Aetna will declare the interest rate(s) applicable to a specific
          Guaranteed Term at the start of the Contribtion Period for that
          Guaranteed Term. The rate(s) are guaranteed by Aetna for the
          period beginning with the first day of the Contribution Period and
          ending on the Maturity Date. Guaranteed Rates are credited
          beginning with the date of allocation. The Guaranteed Rates are
          annual effective yields. That is, interest is credited daily at a
          rate that will produce the Guaranteed Rate over the period of a
          year. No Guaranteed Rate will ever be less than the minimum
          Guaranteed Rate shown on the Schedule - Accumulation Period.

          For Guaranteed Terms of one year or less, one Guaranteed Rate is
          credited for the full Guaranteed Term. For longer Guaranteed
          Terms, an initial Guaranteed Rate is credited from the date of
          deposit to the end of a specified period within the Guaranteed
          Term. There may be different Guaranteed Rate(s), which are higher
          than the initial Guaranteed Rate, declared for subsequent
          specified time intervals throughout the Guaranteed Term.

          Aetna may offer more than one Guaranteed Term of the same duration
          and credit one with a higher rate contingent upon use only with
          Dollar Cost Averaging.

1.24   Guaranteed Term:

          The period of time specified by Aetna for which a specific
          Guaranteed Rate(s) is offered on amounts invested during a
          specific Contribution Period. Guaranteed Terms are made available
          subject to Aetna's terms and conditions, including, but not
          limited to, Aetna's right to restrict allocations to new Purchase
          Payments (such as by prohibiting Transfers into a particular
          Guaranteed Term from any other Guaranteed Term or from any of the
          Subaccounts, or by prohibiting Reinvestment of a Matured Term
          Value to a particular Guaranteed Term). More than one Guaranteed
          Term of the same duration may be offered within the Contract.

1.25   Guaranteed Term(s) Groups:

          All Guaranteed Account Guaranteed Term(s) of the same duration
          (from the close of the Contribution Period until the designated
          Maturity Date).

1.26   Maintenance Fee:

          The Maintenance Fee (see Schedule - Accumulation Period) will be
          deducted during the Accumulation Period from the Account Value on
          each anniversary of the Account Effective Date and upon withdrawal
          of the entire Account.

GM-VA-98(NY)                         Page 10
<PAGE>

1.27   Market Value Adjustment (MVA):

          An adjustment that will apply to an amount withdrawn or
          transferred from a Guaranteed Account Guaranteed Term prior to the
          end of that Guaranteed Term. This adjustment will be applied
          except as outlined in Section 3.06 (b) Market Value Adjustment.
          The adjustment reflects the change in the value of the investment
          due to changes in interest rates since the date of deposit and is
          computed using the formula given. The adjustment is expressed as a
          percentage of each dollar being withdrawn (see Section III- Market
          Value Adjustment).

1.28   Matured Term Value:

          The amount due on a Guaranteed Account Guaranteed Term's Maturity
          Date.

1.29   Maturity Value Transfer:

          During the calendar month following a Guaranteed Account Maturity
          Date, the Certificate Holder may notify Aetna's home office in
          writing to Transfer or withdraw all or part of the Matured Term
          Value, plus accrued interest at the new Guaranteed Rate, from the
          Guaranteed Account without an MVA. This provision only applies to
          the first such written request received from the Certificate
          Holder during this period for any Matured Term Value.

1.30   Maturity Date:

          The last day of a Guaranteed Account Guaranteed Term.

1.31   Option Package:

          The version of the Contract selected which defines, among other
          things, the amount of the mortality and expense risk charge, the
          calculation of the death benefit, and the availability of certain
          withdrawals without imposition of a Deferred Sales Charge.

1.32   Purchase Payment(s):

          The Purchase Payment(s) less premium taxes, if applicable,
          accepted by Aetna at its home office. Aetna reserves the right to
          refuse to accept any Purchase Payment at any time for any reason.
          No advance notice will be given to the Contract Holder or
          Certificate Holder.

1.33   Reinvestment:

          Aetna will mail a notice to the Certificate Holder at least 18 and
          not more than 45 calendar days before a Guaranteed Term's Maturity
          Date. This notice will contain the Terms available during current
          Contribution Periods with their Guaranteed Rate(s), and projected
          Matured Term Value. If no specific direction is given by the
          Certificate Holder prior to the Maturity Date, each Matured Term
          Value will be reinvested in the current Contribution 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 Contribution Period for
          the next shortest Guaranteed Term available. If no shorter
          Guaranteed Term is available, the next longer Guaranteed Term will
          be used. Aetna will mail a confirmation statement to the
          Certificate Holder the next business day after the Maturity Date.
          This notice will state the Guaranteed Term and Guaranteed Rate(s)
          which will apply to the reinvested Matured Term Value.

1.34   Schedule Effective Date:

          The date that an Option Package becomes effective. This date is
          indicated on the
ccumulation Period. At initial
          purchase, this date is the same as the Account Effective Date.

1.35   Separate Account:

          A separate account that buys and holds shares of the Fund(s).
          Income, gains or losses, realized or unrealized, are credited or
          charged to the Separate Account without regard to other income,
          gains or losses of Aetna. Aetna owns the assets held in the
          Separate Account and is not a trustee as to such amounts. The
          Separate Account generally is not guaranteed and is held at market
          value. The assets of the Separate Account, to the extent of
          reserves and other contract liabilities of the Separate Account,
          shall not be charged with other Aetna liabilities.

GM-VA-98(NY)                         Page 11
<PAGE>

1.36   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.

1.37   Systematic Distribution Option:

          An option elected by the Certificate Holder during the
          Accumulation Period which establishes a schedule of withdrawals to
          be made automatically from the Certificate Holder's Account.

1.38   Transfers:

          The movement of invested amounts among the available Subaccount(s)
          and/or any Guaranteed Account Guaranteed Term made available,
          subject to terms and conditions established by Aetna, during the
          Accumulation Period or the Annuity Period.

1.39   Withdrawal Value:

          The amount payable by Aetna upon the withdrawal of any portion of
          an Account.

1.40   Valuation Date:

          The date and time in which Aetna calculates the net asset value of
          the Subaccount, usually from 4:00 p.m. Eastern time each day the
          New York Stock Exchange is open, to 4:00 p.m. the next such
          business day.

II.        GENERAL PROVISIONS
- --------------------------------------------------------------------------------
2.01   Change of Contract:

          Only an authorized officer of Aetna may change the terms of this
          Contract. Aetna will notify the Contract Holder in writing at
          least 30 days before the effective date of any change. Any change
          will not affect the amount or terms of any Annuity Payout Option
          which begins before the change.

          Aetna may make any change that affects the Market Value Adjustment
          (see Section III- Market Value Adjustment) with at least 30 days
          advance written notice to the Contract Holder and the Certificate
          Holder. Any such change shall become effective for any new
          Guaranteed Term and will apply only to new Certificate Holders.

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


            (a) Account Value
            (b) Guaranteed Rates - Guaranteed Account
            (c) Purchase Payment
            (d) Withdrawal Value
            (e) Transfers
            (f) Net Investment Factor(s) - Separate Account (see Section III)
            (g) Minimum Guaranteed Interest Rates (see Section V)
            (h) Annuity Unit Value - Separate Account (see Section V)
            (i) Annuity Payout Options (see Section V).

GM-VA-98(NY)                         Page 12
<PAGE>

2.01   Change of Contract (Cont'd):

          Any Account established on or after the effective date of any
          change will be subject to the change. The Contract may also be
          changed as deemed necessary by Aetna to comply with federal or
          state law.

2.02   Change of Fund(s):

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

          Any elimination, substitution or addition of funds will be done in
          accordance with federal securities laws and are subject to the
          approval of the Superintendent of the New York Insurance
          Department and Aetna will notify the Contract Holder of such
          change.

2.03   Nonparticipating Contract:

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

2.04   Payments and Elections:

          While the Certificate Holder is living, Aetna will pay the
          Certificate Holder any Annuity Payments as and when due. After the
          Certificate Holder's death, or at the death of the first
          Certificate Holder if the Account is owned jointly, any Annuity
          Payments required to be made will be paid in accordance with
          Section V - Death of Annuitant/Beneficiary. Aetna will determine
          other payments and/or elections as of the end of the Valuation
          Date in which the request is received at its home office. Such
          payments will be made within seven calendar days of receipt at its
          home office of a written claim for payment which is in good order,
          except as provided in Section III - Payment of Withdrawal Value.

2.05   State Laws:

          The Contract and Certificate comply with the laws of the state in
          which they are delivered. Any withdrawal, death benefit amount, or
          Annuity Payments are equal to or greater than the minimum required
          by such laws. Annuity tables for legal reserve valuation shall be
          as required by state law. Such tables may be different from
          annuity tables used to determine Annuity Payments.

2.06   Control of Contract:

          This is a Contract between the Contract Holder and Aetna. The
          Contract Holder has title to the Contract. Contract Holder rights
          are limited to accepting or rejecting Contract modifications.
          Nothing in the group annuity Contract invalidates or impairs any
          right granted to the Certificate Holder. The Certificate Holder
          has all other rights to amounts held in his or her Account.

          Each Certificate Holder shall own all amounts held in his or her
          Account. Each Certificate Holder may make any choices allowed by
          this Contract for his or her Account. Choices made under this
          Contract must be in writing. If the Account is owned jointly, both
          joint Certificate Holders must authorize any Certificate Holder
          change in writing. Until receipt of such choices at Aetna's home
          office, Aetna may rely on any previous choices made.

          The Contract is not subject to the claims of any creditors of the
          Contract Holder or the Certificate Holder, except to the extent
          permitted by law.

          The Certificate Holder may assign or transfer his or her rights
          under the Contract. Aetna reserves the right not to accept
          assignment or transfer to a nonnatural person. Any assignment or
          transfer made under the Contract must be submitted to Aetna's home
          office in writing and will not be effective until accepted by
          Aetna.

GM-VA-98(NY)                         Page 13
<PAGE>

2.07   Designation of Beneficiary:

          Each Certificate Holder shall name his or her Beneficiary and when
          designating the Beneficiary may elect to specify in writing the
          form of payment to the Beneficiary. Aetna will honor the specified
          form of payment to the extent permitted under section 72(s) of the
          Code. If the Account is owned jointly, both joint Certificate
          Holders must agree in writing to the Beneficiary designated. The
          Beneficiary may be changed at any time. Changes to a Beneficiary
          must be submitted to Aetna's home office in writing and will not
          be effective until accepted by Aetna. If the Account is owned
          jointly, at the death of one joint Certificate Holder, the
          survivor will be deemed the designated Beneficiary; any other
          Beneficiary on record will then be treated as a primary or a
          contingent Beneficiary, as originally designated unless and until
          changed by the new designated Beneficiary. If a designated
          Beneficiary defers taking payment of a death benefit, the
          designated Beneficiary has the right to name another Beneficiary.

2.08   Misstatements and Adjustments:

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

2.09   Incontestability:

          After two years, the Contract will be incontestable.

2.10   Grace Period:

          The Contract will remain in effect even if Purchase Payments are
          not continued except as provided in the Payment of Adjusted
          Account Value provision (see Section III - Payment of Adjusted
          Account Value).

2.11   Individual Certificates:

          Aetna shall issue a certificate to each Certificate Holder. The
          certificate contains all provisions of the Contract.

III.   PURCHASE PAYMENT, ACCOUNT VALUE, AND WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------
3.01    Purchase Payment:

          This amount is the actual Purchase Payment. Aetna reserves the
          right to pay premium taxes when due and deduct the amount from the
          Account Value when we pay the tax or at a later date.

          Each Purchase Payment will be allocated, as directed by the
          Certificate Holder, among:

           (a)  Guaranteed Account Guaranteed Terms made available, subject
                to terms and conditions established by Aetna; and/or

           (b)  The Subaccount(s) offered through the Separate Account.

          For each Purchase Payment, the Certificate Holder shall tell Aetna
          the percentage of each Purchase Payment to allocate to any
          available Guaranteed Account Guaranteed Term and/or each
          Subaccount. Unless different allocation instructions are received
          for any additional Purchase Payment, the allocation will be the
          same as for the initial Purchase Payment. If the same Guaranteed
          Term is no longer available, the Purchase Payment will be
          allocated to the next shortest Guaranteed Term available in the
          current Deposit Period. If no shorter Guaranteed Term is
          available, the next longer Guaranteed Term will be used.

3.02   Certificate Holder's Account:

          Aetna will maintain an Account for each Certificate Holder.

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

GM-VA-98(NY)                         Page 14
<PAGE>

3.03   Accumulation Units - Separate Account:

          The portion of the Purchase Payment(s) applied to each Subaccount
          under the Separate Account will determine the number of
          accumulation units for that Subaccount. This number is equal to
          the portion of the Purchase Payment(s) applied to each Subaccount
          divided by the accumulation unit value (see Section III -
          Accumulation Unit Value - Separate Account) for the Valuation Date
          in which the Purchase Payment is received in good order at Aetna's
          home office.

3.04   Net Investment Factor(s) - Separate Account:

          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 Date
          is equal to the sum of 1.0000 plus the net investment rate. The
          net investment rate equals:

           (a)  The net assets of the Subaccount on the current Valuation
                Date, minus

           (b)  The net assets of 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 for
                mortality and expense risks as stated in the Schedule -
                Accumulation Period and Schedule - Annuity Period, and an
                administrative charge of 0.15% (unless reduced or
                eliminated) during the Accumulation Period and up to 0.25%
                during the Annuity Period (currently 0% during the Annuity
                Period).

          The net investment rate may be either positive or negative.

3.05   Accumulation Unit Value - Separate Account:

          An accumulation unit value is computed by multiplying the net
          investment factor for the current Valuation Date by the
          accumulation unit value for the previous Valuation Date. The
          dollar value of accumulation units, Separate Account assets, and
          variable Annuity Payments may go up or down due to investment gain
          or loss.

3.06   Market Value Adjustment (MVA):

          An MVA will apply to any withdrawal from the Guaranteed Account
          before the end of a Guaranteed Term when the withdrawal is:

           (a)  A Transfer (including a Transfer from a Guaranteed Account
                Guaranteed Term if Dollar Cost Averaging is discontinued);
                except for Transfers under Dollar Cost Averaging, or as
                specified in Section I - Maturity Value Transfer;

           (b)  A full or partial withdrawal (including a free withdrawal,
                see Section III - Deferred Sales Charge), except for a
                payment made:

                (1)  Under a Systematic Distribution Option, or

                (2)  Under a qualified Contract, when the amount withdrawn
                     is equal to the required minimum distribution for the
                     Account calculated using a method permitted under the
                     Code and agreed to by Aetna; or

           (c)  Due to an election of Annuity Payout Option 1. Only a
                positive MVA will apply upon election of Annuity Payout
                Option 2 or 3 (see Section V - Annuity Payout Options).

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

           (a)  The aggregate MVA amount which is the sum of all market
                value adjusted amounts resulting from a withdrawal(s). This
                total may be greater or less than the Account Value of those
                amounts; or

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

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

GM-VA-98(NY)                         Page 15
<PAGE>

3.06   Market Value Adjustment (MVA) (Cont'd):

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

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

          Where:

                     i     is the Contribution Period yield
                     j     is the current yield
                     x     is the number of days remaining in the Guaranteed
                           Term, computed from Wednesday of the week of
                           withdrawal.

          The Contribution Period yield will be determined as follows:

            (a)     At the close of the last business day of each week of
                    the Contribution Period, a yield will be computed as the
                    average of the yields on that day of U.S. Treasury Notes
                    which mature in the last three months of the Guaranteed
                    Term.

            (b)     The Contribution Period yield is the average of those
                    yields for the Contribution Period. If withdrawal is
                    made before the close of the Contribution Period, it is
                    the average of those yields on each week preceding
                    withdrawal.

             The current yield is the average of the yields for the remaining
             period in the guaranteed term on the last business day of the week
             preceding withdrawal on the same U.S. Treasury Notes included in
             the Contribution Period yield.

             In the event that no U.S. Treasury Notes which mature in the last
             three months of the Guaranteed Term exist, Aetna reserves the
             right to use the U.S. Treasury Notes that mature in the following
             quarter.

3.07   Transfer of Account Value from the Subaccount(s) or Guaranteed Account
       During the Accumulation Period:

             Before an Annuity Payout Option is elected, all or any portion of
             the Adjusted Account Value of the Certificate Holder's Account may
             be transferred from any Subaccount or Guaranteed Term of the
             Guaranteed Account:

             (a)  To any other Subaccount; or

             (b)  To any Guaranteed Term of the Guaranteed Account made
                  available in the current Contribution Period, subject to
                  terms and conditions specified by Aetna.

             Transfer requests can be submitted as a percentage or as a dollar
             amount. Aetna may establish a minimum transfer amount. Within a
             Guaranteed Term Group, the amount to be withdrawn or transferred
             will be withdrawn first from the oldest Contribution Period, then
             from the next oldest, and so on until the amount requested is
             satisfied.

             The Certificate Holder may make an unlimited number of Transfers
             during the Accumulation Period. The number of free Transfers
             allowed by Aetna is shown on the Schedule - Accumulation Period.
             Additional Transfers may be subject to a Transfer fee as shown on
             the Schedule - Accumulation Period.

GM-VA-98(NY)                         Page 16
<PAGE>

3.07   Transfer of Account Value from the Subaccount(s) or Guaranteed
       Account During the Accumulation Period (Cont'd):

          Amounts transferred from the Guaranteed Account under the Dollar
          Cost Averaging program, or amounts transferred as a Matured Term
          Value on or within one calendar month of a Maturity Date do not
          count against the annual Transfer limit.

          Amounts allocated to Guaranteed Account Guaranteed Terms may not
          be transferred to the Subaccounts or to another Guaranteed Term
          during a Contribution Period or for 90 days after the close of a
          Contribution Period except for:

           (a)  Matured Term Value(s) during the calendar month following
                the Maturity Date;

           (b)  Amounts applied to an Annuity Payout Option;

           (c)  Amounts transferred under the Dollar Cost Averaging program;

           (d)  Amounts distributed under a Systematic Distribution Option;
                and

           (e)  Amounts transferred by Aetna if Dollar Cost Averaging is
                discontinued.

3.08   Notice to the Certificate Holder:

           The Certificate Holder will receive quarterly statements from
           Aetna of:

           (a)  The value of any amounts held in:

                (1)  The Guaranteed Account; and

                (2)  The Subaccount(s) under the Separate Account;

           (b)  The number of any accumulation units; and

           (c)  The accumulation unit value;

           (d)  The amount available to provide a paid-up annuity benefit;
                and (e) The amount available for withdrawal (may be subject
                to a DSC or an MVA).

3.09   Loans:

          Loans are not available under this Contract.

3.10   Systematic Distribution Options:

           Aetna may, from time to time, make one or more Systematic
           Distribution Options available during the Accumulation Period.
           When a Systematic Distribution Option is elected, Aetna will make
           automatic payments from the Certificate Holder's Account. No
           Deferred Sales Charge or MVA will apply to the automatic payments
           made under a Systematic Distribution Option.

           Any Systematic Distribution Option will be subject to the
           following criteria:

           (a)  Any Systematic Distribution Option will be made available on
                the basis of objective criteria consistently applied;

           (b)  The availability of any Systematic Distribution Option may
                be limited by terms and conditions applicable to the
                election of such Systematic Distribution Option; and

           (c)  Aetna may discontinue the availability of a Systematic
                Distribution Option at any time. Except to the extent
                required to comply with applicable law, discontinuance of a
                Systematic Distribution Option will apply only to future
                elections and will not affect Systematic Distribution
                Options in effect at the time an option is discontinued.

3.11   Death Benefit Amount:

           The amount of the death benefit is described in Section IV - OPTION
           PACKAGES.

GM-VA-98(NY)                         Page 17
<PAGE>

3.12   Death Benefit Options Available to Beneficiary:

          Prior to any election, or until amounts must be otherwise
          distributed under this section, the Account Value will be retained
          in the Account. The Beneficiary has the right to allocate or
          reallocate any amount to any of the available investment options
          (subject to an MVA, if applicable). If the Certificate Holder has
          specified the form of payment to the Beneficiary, the death
          benefit will be paid as elected by the Certificate Holder in the
          Beneficiary designation, to the extent permitted by section 72(s)
          of the Code. If the Certificate Holder has not specified a form of
          payment, the Beneficiary may elect one of the following options.

           (a)  When the Certificate Holder is the Annuitant or when the
                Certificate Holder is a nonnatural person, and the Annuitant
                dies:

                (1)  If the Beneficiary is the surviving spouse, the spousal
                     Beneficiary will be the successor Certificate Holder
                     and may exercise all Certificate Holder rights under
                     the Contract and continue in the Accumulation Period,
                     or may elect (i) or (ii) below. Under the Code,
                     distributions from the Account are not required until
                     the spousal Beneficiary's death. The spousal
                     Beneficiary may elect to:

                     (i)  Apply some or all of the Adjusted Account Value to
                          an Annuity Payout Option (see Section V); or

                     (ii) Receive, at any time, a lump sum payment equal to the
                          Adjusted Account Value.

                (2)  If the Beneficiary is other than the surviving spouse,
                     then options (i) or (ii) above apply. Any portion of
                     the Adjusted Account Value not applied to an Annuity
                     Payout Option within one year of the death must be
                     distributed within five years of the date of death.

                (3)  If no Beneficiary exists, a lump sum payment equal to
                     the Adjusted Account Value must be made to the
                     Annuitant's estate within five years of the date of
                     death.

                (4)  If the Beneficiary is an entity, a lump sum payment
                     equal to the Adjusted Account Value must be made within
                     five years of the date of death, unless otherwise
                     permitted by IRS regulation or ruling.

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

                (1)  If the Beneficiary is the Certificate Holder's
                     surviving spouse, the spousal Beneficiary will be the
                     successor Certificate Holder and may exercise all
                     Certificate Holder rights under the Contract and
                     continue in the Accumulation Period, or may elect (i)
                     or (ii) below. Under the Code, distributions from the
                     Account are not required until the spousal
                     Beneficiary's death. The spousal Beneficiary may elect
                     to:

                     (i)  Apply some or all of the Adjusted Account Value to
                          an Annuity Payout Option (see Section V); or

                    (ii)  Receive, at any time, a lump sum payment equal to
                          the Withdrawal Value.

                (2)  If the Beneficiary is other than the Certificate
                     Holder's surviving spouse, then options (i) or (ii)
                     under (1) above apply. Any portion of the death benefit
                     not applied to an Annuity Payout Option within one year
                     of the Certificate Holder's death must be distributed
                     within five years of the date of death.

                (3)  If no Beneficiary exists, a lump sum payment equal to
                     the Withdrawal Value must be made to the Certificate
                     Holder's estate within five years of the date of death.

                (4)  If the Beneficiary is an entity, a lump sum payment
                     equal to the Withdrawal Value must be made within five
                     years of the date of death, unless otherwise permitted
                     by IRS regulation or ruling.

           (c)  When the Certificate Holder is a natural person and not the
                Annuitant and the Annuitant dies, the Beneficiary (or the
                Certificate Holder if no Beneficiary exists) may elect to:

                (1)  Apply all or some of the Adjusted Account Value to an
                     Annuity Payout Option within 60 days of the date of
                     death; or

                (2)  Receive a lump sum payment equal to the Adjusted
                     Account Value.

GM-VA-98(NY)                         Page 18
<PAGE>

3.13   Liquidation of Withdrawal Value:

           All or any portion of the Account Value may be withdrawn at any
           time. Withdrawal requests may be submitted as a percentage of the
           Account Value or as a specific dollar amount. Purchase Payment
           amounts are withdrawn first, and then the excess value, if any.
           Partial withdrawal amounts are withdrawn on a pro rata basis from
           the Subaccount(s) and/or the Guaranteed Term(s) Groups of the
           Guaranteed Account in which the Account Value is invested. Within
           a Guaranteed Term Group, the amount to be withdrawn or
           transferred will be withdrawn first from the oldest Contribution
           Period, then from the next oldest, and so on until the amount
           requested is satisfied.

           After deduction of the Maintenance Fee, if applicable, the
           withdrawn amount shall be reduced by a Deferred Sales Charge, if
           applicable. An MVA may apply to amounts withdrawn from the
           Guaranteed Account.

3.14   Deferred Sales Charge:

           The Deferred Sales Charge only applies to the Purchase Payment(s)
           portion withdrawn and varies according to the elapsed time since
           deposit (see Schedule - Accumulation Period). Purchase Payment
           amounts are withdrawn in the same order they were applied.

           No Deferred Sales Charge is deducted from any portion of the
           Purchase Payment which is paid:

           (a)  To a Beneficiary due to the Annuitant's death before Annuity
                Payments start, up to a maximum of the aggregate Purchase
                Payment(s) minus the total of all partial surrenders,
                amounts applied to an Annuity Payout Option and deductions
                made prior to the Annuitant's date of death;

           (b)  For an Annuity Payout Option (see Section V);

           (c)  As a distribution under a Systematic Distribution Option;

           (d)  For a full withdrawal of the Account where the Account Value
                is $2,500 or less and no withdrawals have been taken from
                the Account within the prior 12 months;

           (e)  By Aetna under Section III - Payment of Adjusted Account
                Value;

           (f)  Under a qualified Contract when the amount withdrawn is
                equal to the minimum distribution required by the Code for
                the Account, calculated using a method permitted under the
                Code and agreed to by Aetna;

           (g)  As a free withdrawal as described in Section IV - OPTION
                PACKAGES; or

3.15   Payment of Withdrawal Value:

          Under certain emergency conditions, Aetna may defer payment:

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

           (b)  As provided by federal law.

3.16   Payment of Adjusted Account Value:

          Upon 90 days written notice to the Certificate Holder, Aetna will
          terminate any Account if the Account Value becomes less than
          $2,000 immediately following any partial withdrawal and provided
          no Purchase Payments have been made in three years. Aetna does not
          intend to exercise this right in cases where an Account is reduced
          to $2,000 or less solely due to investment performance. A Deferred
          Sales Charge will not be deducted from the Adjusted Account Value.

3.17   Reinstatement:

          The Certificate Holder may reinstate the proceeds of a full
          withdrawal, subject to terms and conditions established by Aetna.

GM-VA-98(NY)                         Page 19
<PAGE>

IV.        OPTION PACKAGES
- --------------------------------------------------------------------------------

The Contract offers three Option Packages regarding calculation of the death
benefit and the ability to withdraw money free of Deferred Sales Charge. The
Option Package selected is reflected in the Schedule-Accumulation Period
attached to the Certificate. At initial purchase, the Schedule Effective Date is
the same as the Account Effective Date. If, at a later date, the Certificate
Holder wishes to replace the current Option Package with another available
Option Package, the Certificate Holder may do so upon any anniversary of the
Account Effective Date.

A different Schedule-Accumulation Period may apply to each Certificate Holder
depending upon the Option Package selected.

Below is a description of the ability to elect other Option Packages and the
contractual provisions of each Option Package.

4.01   Election of Option Packages:

              Any Certificate Holder, who meets the applicable minimum Account
              Value required by Aetna, may elect to replace the Option Package
              in effect with one of the other available Option Packages. The
              eligible Certificate Holder may make the election during the sixty
              day period prior to and including any anniversary of the Account
              Effective Date. Such election must be made in writing and received
              in good order at Aetna's home office during the election period.

              The effective date of the newly elected Option Package is the
              anniversary of the Account Effective Date at the end of the sixty
              day election period. Aetna will issue another Schedule reflecting
              the new Option Package chosen. The new Schedule will reflect the
              revisions to the Certificate Holder's benefits during the
              Accumulation Period, namely:

                        The new Schedule Effective Date,
                        The revised Charges to Separate Account,
                        The calculation of the death benefit, and
                        The revised ability to withdraw money free of
                          Deferred Sales Charge

              All other Contract features remain in effect from the Account
              Effective Date.

4.02   Description of Option Package I:

Deferred Sales Charge:

              In addition to the events described in Section III - Deferred
              Sales Charge, the total amount that may be withdrawn each Account
              Year without a Deferred Sales Charge cannot exceed 10% of the
              Account Value less:

               (1)  Any amount(s) withdrawn and/or requested for withdrawal
                    under a Systematic Distribution Option, or

               (2)  Any amount(s) taken as a minimum required distribution as
                    described in Section III - Deferred Sales Charge.

Death Benefit Calculation During the Accumulation Period:

              If the Certificate Holder or Annuitant dies before an Annuity
              Payout Option starts, the Beneficiary is entitled to a death
              benefit. If the Account is owned jointly, the death benefit
              applies at the death of the first joint Certificate Holder to die.
              The amount of the death benefit is determined as follows:

               (a)  Death of the Annuitant.

                    The death benefit is the greater of:

                    (1)  The sum of all Purchase Payment(s) made, adjusted for
                         amount(s) withdrawn or applied to an Annuity Payout
                         Option as of the Claim Date; or

                    (2)  The Account Value on the Claim Date.

GM-VA-98(NY)                         Page 20
<PAGE>

4.02      Description of Option Package I (Cont'd):

                    On the Claim Date, if the amount of the death benefit is
                    greater than the Account Value, the amount by which the
                    death benefit exceeds the Account Value will be deposited
                    and allocated to the money market fund available through the
                    Separate Account.

                    The amount paid to the Beneficiary will equal the Adjusted
                    Account Value on the date the payment request is processed.
                    This amount may be greater or less than the amount of the
                    death benefit on the Claim Date. The Beneficiary may elect a
                    death benefit payment option as permitted in Section III
                    Death Benefit Options Available to Beneficiary.

               (b)  Death of the Certificate Holder if the Certificate Holder is
                    not the Annuitant.

                    On the Claim Date, the amount of the death benefit equals
                    the Account Value.

                    The amount paid to the Beneficiary will equal the Adjusted
                    Account Value on the date the payment request is processed.
                    A Deferred Sales Charge may apply to any full or partial
                    payment of the death benefit. The Beneficiary may elect a
                    death benefit payment option as permitted in Section III -
                    Death Benefit Options Available to Beneficiary.

               (c)  Death of a spouse who is the Beneficiary of a Certificate
                    Holder/Annuitant and who becomes a successor Certificate
                    Holder/ Annuitant.

                    The amount of the death benefit paid to the Beneficiary at
                    the death of a successor Certificate Holder/Annuitant is the
                    greater of the values as described in (a) above except that
                    in calculating (a)(1), the Account Value on the Claim Date
                    for the prior Certificate Holder's death is treated as the
                    initial Purchase Payment.

Charges to Separate Account:

               See Schedule-Accumulation Period.

4.03      Description of Option Package II:

Deferred Sales Charge:

               In addition to the events described in Section III - Deferred
               Sales Charge, the total amount that may be withdrawn each Account
               Year without a Deferred Sales Charge cannot exceed 10% of the
               Account Value less:

               (1)  Any amount(s) withdrawn and/or requested for withdrawal
                    under a Systematic Distribution Option, or

               (2)  Any amount(s) taken as a minimum required distribution as
                    described in Section III - Deferred Sales Charge.

Death Benefit Calculation During the Accumulation Period:

               If the Certificate Holder or Annuitant dies before an Annuity
               Payout Option starts, the Beneficiary is entitled to a death
               benefit. If the Account is owned jointly, the death benefit
               applies at the death of the first joint Certificate Holder to
               die. The amount of the death benefit is determined as follows:

               (a)  Death of the Annuitant.

                    The death benefit is the greatest of:

                    (1)  The sum of all Purchase Payment(s) made, adjusted for
                         amount(s) withdrawn or applied to an Annuity Payout
                         Option as of the Claim Date; or

                    (2)  The Account Value on the Claim Date; or

                    (3)  The "Step-up Value" on the Claim Date.

GM-VA-98(NY)                         Page 21
<PAGE>

4.03      Description of Option Package II (Cont'd):

          On the Schedule Effective Date, the Step-up Value is the greater of:

          (1)  The Account Value; or

          (2)  The Step-up Value, if any, calculated on the anniversary prior to
               the Schedule Effective Date, adjusted for Purchase Payments(s)
               made and amount(s) withdrawn or applied to an Annuity Payout
               Option during the prior Account Year.

               Thereafter, on each anniversary of the Schedule Effective Date
               until the anniversary immediately preceding the Annuitant's 85th
               birthday or death, whichever is earlier, the Step-up Value is
               equal to the greater of:

               (a)  The Step-up Value most recently calculated, adjusted for
                    Purchase Payment(s) made and amount(s) withdrawn or applied
                    to an Annuity Payout Option during the prior Account Year;
                    or

               (b)  The Account Value on that anniversary of the Schedule
                    Effective Date.

                    On the Claim Date, the Step-up Value shall equal the Step-up
                    Value calculated prior to death. It is adjusted for Purchase
                    Payment(s) made and amount(s) withdrawn or applied to an
                    Annuity Payout Option since the anniversary on which the
                    Step-up Value was calculated.

               On the Claim Date, if the amount of the death benefit is greater
               than the Account Value, the amount by which the death benefit
               exceeds the Account Value will be deposited and allocated to the
               money market fund available through the Separate Account.

               The amount paid to the Beneficiary will equal the Adjusted
               Account Value on the date the payment request is processed. This
               amount may be greater or less than the amount of the death
               benefit on the Claim Date. The Beneficiary may elect a death
               benefit payment option as permitted in Section III - Death
               Benefit Options Available to the Beneficiary.

               (b)  Death of the Certificate Holder if the Certificate Holder is
                    not the Annuitant.

                    On the Claim Date, the amount of the death benefit equals
                    the Account Value.

                    The amount paid to the Beneficiary will equal the Adjusted
                    Account Value on the date the payment request is processed.
                    A Deferred Sales Charge may apply to any full or partial
                    payment of the death benefit. The Beneficiary may elect a
                    death benefit payment option as permitted in Section III -
                    Death Benefit Options Available to the Beneficiary.

               (c)  Death of a spouse who is the Beneficiary of a Certificate
                    Holder/Annuitant and who becomes a successor Certificate
                    Holder/ Annuitant.

                    The amount of the death benefit paid to the Beneficiary at
                    the death of a successor Certificate Holder/Annuitant is the
                    greater of the values as described in (a) above except that:

                    (1)  In calculating (a)(1), the Account Value on the Claim
                         Date for the prior Certificate Holder's death is
                         treated as the initial Purchase Payment; and

                    (2)  In calculating (a)(3), the Step-up Value on the Claim
                         Date for the prior Certificate Holder's death is the
                         initial Step-up Value.

Charges to Separate Account:

See Schedule-Accumulation Period.

GM-VA-98(NY)                         Page 22
<PAGE>

4.04      Description of Option Package III:

Deferred Sales Charge:

          In addition to the events described in Section III - Deferred Sales
          Charge, the total amount that may be withdrawn each Account Year
          without a Deferred Sales Charge cannot exceed 10% of the Account Value
          less:

          (1)  Any amount(s) withdrawn and/or requested for withdrawal under a
               Systematic Distribution Option, or

          (2)  Any amount(s) taken as a minimum required distribution as
               described in Section III - Deferred Sales Charge.

          If the entire 10% of Account Value free of Deferred Sales Charge is
          not taken in any Account Year, the Certificate Holder may accumulate
          in successive Account Years the percentage not taken. The amount
          eligible each Account Year for withdrawal without a Deferred Sales
          Charge cannot exceed 30% of the Account Value less any amount(s)
          withdrawn and/or requested for withdrawal under a Systematic
          Distribution Option, or taken as a minimum required distribution as
          described in Section III - Deferred Sales Charge, during the Account
          Year.

Death Benefit Calculation During the Accumulation Period:

          If the Certificate Holder or Annuitant dies before an Annuity Payout
          Option starts, the Beneficiary is entitled to a death benefit. If the
          Account is owned jointly, the death benefit applies at the death of
          the first joint Certificate Holder to die. The amount of the death
          benefit is determined as follows:

          (a)  Death of the Annuitant.

               The death benefit is the greatest of:

               (1)  The sum of all Purchase Payment(s) made, adjusted for
                    amount(s) withdrawn or applied to an Annuity Payout Option
                    as of the Claim Date; or

               (2)  The Account Value on the Claim Date; or

               (3)  The "Step-up Value" on the Claim Date.

               On the Schedule Effective Date, the Step-up Value is the greater
               of:

               (1)  The Account Value; or

               (2)  The Step-up Value, if any, calculated on the anniversary
                    prior to the Schedule Effective Date, adjusted for Purchase
                    Payments(s) made and amount(s) withdrawn or applied to an
                    Annuity Payout Option during the prior Account Year.

                    Thereafter, on each anniversary of the Schedule Effective
                    Date until the anniversary immediately preceding the
                    Annuitant's 85th birthday or death, whichever is earlier,
                    the Step-up Value is equal to the greater of:

                    (a)  The Step-up Value most recently calculated, adjusted
                         for Purchase Payment(s) made and amount(s) withdrawn or
                         applied to an Annuity Payout Option during the prior
                         Account Year; or

                    (b)  The Account Value on that anniversary of the Schedule
                         Effective Date.

                    On the Claim Date, the Step-up Value shall equal the Step-up
                    Value calculated prior to death. It is adjusted for Purchase
                    Payment(s) made and amount(s) withdrawn or applied to an
                    Annuity Payout Option since the anniversary on which the
                    Step-up Value was calculated.

GM-VA-98(NY)                         Page 23
<PAGE>

                    On the Claim Date, if the amount of the death benefit is
                    greater than the Account Value, the amount by which the
                    death benefit exceeds the Account Value will be deposited
                    and allocated to the money market fund available through the
                    Separate Account.

                    The amount paid to the Beneficiary will equal the Adjusted
                    Account Value on the date the payment request is processed.
                    This amount may be greater or less than the amount of the
                    death benefit on the Claim Date. The Beneficiary may elect a
                    death benefit payment option as permitted in Section III -
                    Death Benefit Options Available to the Beneficiary.

                    (b)  Death of the Certificate Holder if the Certificate
                         Holder is not the Annuitant.

                         On the Claim Date, the amount of the death benefit
                         equals the Account Value.

                         The amount paid to the Beneficiary will equal the
                         Adjusted Account Value on the date the payment request
                         is processed. A Deferred Sales Charge may apply to any
                         full or partial payment of the death benefit. The
                         Beneficiary may elect a death benefit payment option as
                         permitted in Section III - Death Benefit Options
                         Available to the Beneficiary.

                    (c)  Death of a spouse who is the Beneficiary of a
                         Certificate Holder/Annuitant and who becomes a
                         successor Certificate Holder/ Annuitant.

                         The amount of the death benefit paid to the Beneficiary
                         at the death of a successor Certificate
                         Holder/Annuitant is the greater of the values as
                         described in (a) above except that:

                         (1)  In calculating (a)(1), the Account Value on the
                              Claim Date for the prior Certificate Holder's
                              death is treated as the initial Purchase Payment;
                              and

                         (2)  In calculating (a)(3), the Step-up Value on the
                              Claim Date for the prior Certificate Holder's
                              death is the initial Step-up Value.

Charges to Separate Account:

See Schedule-Accumulation Period.

GM-VA-98(NY)                         Page 24
<PAGE>

V.        Annuity Payout Provisions
- --------------------------------------------------------------------------------
5.01      Annuity Payout Options:

          Annuity Payout Option 1 - Payments for a specified period:

               Payments are made for the number of years specified by the
               Certificate Holder. The number of years must be at least five and
               not more than 30.

          Annuity Payout Option 2 - Life income based on the life of one
          Annuitant:

          When this option is elected, the Certificate Holder must choose one of
          the following:

          (a)  Payments cease at the death of the Annuitant;

          (b)  Payments are guaranteed for a specified period from five to 30
               years;

          (c)  Cash refund: when the Annuitant dies, the Beneficiary will
               receive a lump sum payment equal to the amount applied to the
               Annuity Payout Option (less any premium tax, if applicable) less
               the total amount of Annuity Payments made prior to such death.
               This cash refund feature is only available if the total amount
               applied to the Annuity Payout Option is allocated to a fixed
               Annuity Payment.

          Annuity Payout Option 3 - Life income based on the lives of two
          Annuitants:

               Payments are made for the lives of two Annuitants, one of whom is
               designated the primary Annuitant and the other the secondary
               Annuitant, and cease when both Annuitants have died. When this
               option is elected, the Certificate Holder must also choose one of
               the following:

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

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

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


               (d)  100% of the payment to continue after the first death and
                    payments are guaranteed for a period of five to 30 years;

               (e)  100% of the payment to continue at the death of the
                    secondary Annuitant and 50% of the payment to continue at
                    the death of the primary Annuitant; or

               (f)  100% of the payment continues after the first death with a
                    cash refund feature. When the primary Annuitant and
                    secondary Annuitant die, the Beneficiary will receive a lump
                    sum payment equal to the amount applied to the Annuity
                    Payout Option (less any premium tax) less the total amount
                    of Annuity Payments paid prior to such death. This cash
                    refund feature is only available if the total amount applied
                    to the Annuity Payout Option is allocated to a fixed Annuity
                    Payment.

               If a fixed Annuity Payment is chosen under Annuity Payout Option
               1, 2 (a) or (b), or 3 (a) or (d), the Certificate Holder may
               elect, at the time the Annuity Payout Option is selected, an
               annual increase of one, two or three percent compounded annually.

               As allowed under applicable state law, Aetna reserves the right
               to offer additional Annuity Payout Options.

5.02      Annuity Payment Choices:

               The Certificate Holder may tell Aetna to apply any portion of the
               Adjusted Account Value (minus any premium tax, if applicable,) to
               any Annuity Payout Option . The first Annuity Payment may not be
               earlier than one calendar year after the initial Purchase Payment
               nor later than the later of:

               (a)  The first day of the month following the Annuitant's 85th
                    birthday; or

               (b)  The tenth anniversary of the last Purchase Payment. In lieu
                    of the election of an Annuity Payout Option, the Certificate
                    Holder may tell Aetna to make a lump sum payment.

GM-VA-98(NY)                         Page 25
<PAGE>

5.02      Annuity Payment Choices (Cont'd):

               When an Annuity Payout Option is chosen, Aetna must also be told
               if payments are to be made other than monthly and whether to pay:

               (a)  A fixed Annuity Payment using the General Account;

               (b)  A variable Annuity Payment using any of the Subaccount(s)
                    available under this Contract for the Annuity Period; or

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

               If a fixed Annuity Payment is chosen, the payment rate for the
               option chosen, shown on the tables immediately following,
               reflects at least the minimum guaranteed interest rate (see
               Schedule Annuity Period), but may reflect a higher interest rate.

               If a variable Annuity Payment is chosen, the initial Annuity
               Payment for the option elected reflects the Assumed Interest Rate
               (AIR) elected (see Schedule - Annuity Period). The Certificate
               Holder must allocate specified amounts among the Subaccounts
               available during the Annuity Period. Aetna reserves the right to
               limit the number of Subaccounts available at one time and to
               limit the number of Subaccounts the Certificate Holder may select
               during the Annuity Period. Subject to terms and conditions
               established by Aetna, the Certificate Holder may transfer all or
               any portion of the amount allocated to a Subaccount to another
               Subaccount. The number of Transfers allowed without charge each
               year is shown on Schedule - Annuity Period.

               Transfer requests must be submitted as a percentage of the
               allocation among the Subaccounts. Aetna reserves the right to
               establish a minimum transfer amount. Transfers will be effective
               as of the Valuation Date in which Aetna receives a transfer
               request in good order at its home office.

5.03       Terms of Annuity Payout Options:

               (a)  When payments start, the age of the Annuitant plus the
                    number of years for which payments are guaranteed must not
                    exceed 95.

               (b)  An Annuity Payout Option may not be elected if the first
                    payment would be less than $50 or if the total payments in a
                    year would be less than $250 (less if required by state
                    law). Aetna reserves the right to increase the minimum first
                    Annuity Payment amount and the minimum annual Annuity
                    payment amount based upon increases reflected in the
                    Consumer Price Index-Urban, (CPI-U) since July 1, 1993.

               (c)  If an Annuity Payment is chosen and a larger payment would
                    result from applying the Withdrawal Value or, if greater,
                    95% of what the withdrawal would be if there were no
                    withdrawal fee, to a current Aetna single premium immediate
                    Annuity, Aetna will make the larger payment.

               (d)  For purposes of calculating the guaranteed first payment of
                    a variable or fixed Annuity Payment, the primary Annuitant's
                    and secondary Annuitant's adjusted age will be used. The
                    primary Annuitant's and secondary Annuitant's adjusted age
                    is his or her age as of the birthday closest to the Annuity
                    Payment commencement date reduced by one year for
                    commencement dates occurring during the period of time from
                    July 1, 1993 through December 31, 1999. The primary
                    Annuitant's and secondary Annuitant's age will be reduced by
                    two years for commencement dates occurring during the period
                    of time from January 1, 2000 through December 31, 2009. The
                    primary Annuitant's and secondary Annuitant's age will be
                    reduced by one additional year for Annuity commencement
                    dates occurring in each succeeding decade.

                    The attached payment rates for Annuity Payout Options 2 and
                    3 are based on mortality from 1983 Table a.

GM-VA-98(NY)                         Page 26
<PAGE>

5.03       Terms of Annuity Payout Options (Cont'd):

               (e)  Assumed Interest Rate (AIR) is the interest rate used to
                    determine the amount of the first Annuity Payment under a
                    variable Annuity Payment as shown on Schedule - Annuity
                    Period. The Separate Account must earn this rate plus enough
                    to cover the mortality and expense risks charges (which may
                    include profit) and administrative charges if future
                    variable Annuity Payments are to remain level, (see Schedule
                    - Annuity Period).

               (f)  Once elected, Annuity Payments cannot be commuted to a lump
                    sum except for variable Annuity Payments under Annuity
                    Payout Option 1.

5.04       Death of Annuitant/Beneficiary:

               (a)  Certificate Holder is the Annuitant: When the Certificate
                    Holder is the Annuitant and the Annuitant dies under Annuity
                    Payout Option 1 or 2(b), or both the primary Annuitant and
                    the secondary Annuitant die under Annuity Payout Option
                    3(d), any remaining payments will continue to the
                    Beneficiary, or if elected by the Beneficiary and not
                    prohibited by the Certificate Holder in the Beneficiary
                    designation, the present value of any remaining payments
                    will be paid in one sum to the Beneficiary. If Annuity
                    Payout Option 3 has been elected and the Certificate Holder
                    dies, the remaining payments will continue to the successor
                    payee. If no successor payee has been designated, the
                    Beneficiary will be treated as the successor payee. If the
                    Account has joint Certificate Holders, the surviving joint
                    Certificate Holder will be deemed the successor payee.

               (b)  Certificate Holder is not the Annuitant: When the
                    Certificate Holder is not the Annuitant and the Certificate
                    Holder dies, any remaining payments will continue to the
                    successor payee. If no successor payee has been designated,
                    the Beneficiary will be treated as the successor payee. If
                    the Account has joint Certificate Holders, the surviving
                    joint Certificate Holder will be deemed the successor payee.

                    If the Annuitant dies under Annuity Payout Option 1 or 2(b),
                    or both the primary Annuitant and secondary Annuitant die
                    under Annuity Payout Option 3(d), any remaining payments
                    will continue to the Beneficiary, or if elected by the
                    Beneficiary and not prohibited by the Certificate Holder in
                    the Beneficiary designation, the present value of any
                    remaining payments will be paid in one sum to the
                    Beneficiary. If Annuity Payout Option 3 has been elected and
                    the Annuitant dies, the remaining payments will continue to
                    the Certificate Holder.

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

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

               (e)  The present value will be determined as of the Valuation
                    Date in which proof of death acceptable to Aetna and a
                    request for payment is received at Aetna's home office.

5.05       Annuity Units - Separate Account:

                    The number of annuity units is based on the amount of the
                    first variable Annuity Payment which is equal to:

               (a)  The portion of the Account Value applied to pay a variable
                    Annuity Payment (minus any applicable premium tax); divided
                    by

               (b)  1,000; multiplied by

               (c)  The payment rate on the tables immediately following, for
                    the option chosen.

GM-VA-98(NY)                         Page 27
<PAGE>

5.05       Annuity Units - Separate Account (Cont'd):

               Such amount, or portion, of the variable Annuity Payment will be
               divided by the appropriate annuity unit value (see Section V -
               Annuity Unit Value - Separate Account) on the tenth Valuation
               Date before the due date of the first payment to determine the
               number of annuity units. The number of annuity units remains
               fixed. Each future payment is equal to the sum of the products of
               each annuity unit value multiplied by the appropriate number of
               annuity units. The annuity unit value on the tenth Valuation Date
               prior to the due date of the payment is used.

5.06      Annuity Unit Value - Separate:

               For any Valuation Date, an annuity unit value is equal to:

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

               (b)  The annuity net return factor(s) (see Section V - Net Return
                    Factor(s) - Separate Account) for the Valuation Date;
                    multiplied by

               (c)  A factor to reflect the AIR (see Schedule - Annuity Period).

               The annuity unit value and Annuity Payment amount may go up or
               down due to investment gain or loss.

5.07      Net Return Factor(s) - Separate Account:

               The net return factor(s) are used to compute all variable Annuity
               Payments for any Subaccount.

               The net return factor for each Subaccount 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 Subaccount at the end of a
                    Valuation Date; minus

               (b)  The value of the shares of the Subaccount at the start of
                    the Valuation Date; plus or minus

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

               (d)  The total value of the annuity units at the start of the
                    Valuation Date; minus

               (e)  A daily charge for mortality and expense risks, which may
                    include profit, and a daily administrative charge at the
                    annual rate as shown on Schedule - Annuity Period.

               A net return rate may be more or less than 0%.

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

               Annuity Payments shall not be changed due to changes in the
               mortality or expense results or administrative charges.

GM-VA-98(NY)                         Page 28
<PAGE>


                    OPTION 1: Payments for a Specified Period

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                         Monthly Amount for Each $1,000*
          Rates for a Fixed Annuity with a 3% Guaranteed Interest Rate
- --------------------------------------------------------------------------------
       Years                Payment                Years                Payment
- --------------------------------------------------------------------------------
         <S>                <C>                      <C>                 <C>
         5                  $17.91                   18                  $5.96
         6                   15.14                   19                   5.73
         7                   13.16                   20                   5.51
         8                   11.68                   21                   5.32
         9                   10.53                   22                   5.15
         10                   9.61                   23                   4.99
         11                   8.86                   24                   4.84
         12                   8.24                   25                   4.71
         13                   7.71                   26                   4.59
         14                   7.26                   27                   4.47
         15                   6.87                   28                   4.37
         16                   6.53                   29                   4.27
         17                   6.23                   30                   4.18
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                     First Monthly Amount for Each $1,000*
                 Rates for a Variable Annuity with a 3.5% AIR
- --------------------------------------------------------------------------------
       Years                Payment                Years                Payment
- --------------------------------------------------------------------------------
         <S>                <C>                      <C>                 <C>
         5                  $18.12                   18                  $6.20
         6                   15.35                   19                   5.97
         7                   13.38                   20                   5.75
         8                   11.90                   21                   5.56
         9                   10.75                   22                   5.39
         10                   9.83                   23                   5.24
         11                   9.09                   24                   5.09
         12                   8.46                   25                   4.96
         13                   7.94                   26                   4.84
         14                   7.49                   27                   4.73
         15                   7.10                   28                   4.63
         16                   6.76                   29                   4.53
         17                   6.47                   30                   4.45
- --------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                      First Monthly Amount for Each $1,000*
                   Rates for a Variable Annuity with a 5% AIR
- --------------------------------------------------------------------------------
       Years                Payment                Years                Payment
- --------------------------------------------------------------------------------
         <S>                <C>                      <C>                 <C>
         5                  $18.74                   18                  $6.94
         6                   15.99                   19                   6.71
         7                   14.02                   20                   6.51
         8                   12.56                   21                   6.33
         9                   11.42                   22                   6.17
         10                  10.51                   23                   6.02
         11                   9.77                   24                   5.88
         12                   9.16                   25                   5.76
         13                   8.64                   26                   5.65
         14                   8.20                   27                   5.54
         15                   7.82                   28                   5.45
         16                   7.49                   29                   5.36
         17                   7.20                   30                   5.28
- --------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction

GM-VA-98(NY)                         Page 29
<PAGE>

            Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                      Monthly Payment Amount for Each $1,000*
                             Rates for a Fixed Annuity with 3% Guaranteed Interest Rate

              Option 2(a):     Option 2(b):      Option 2(b):    Option 2(b):     Option 2(b):      Option 2(c):
 Adjusted     payments for       payments          payments        payments         payments        Cash Refund
  Age of          life          guaranteed        guaranteed      guaranteed       guaranteed
Annuitant                        5 years           10 years        15 years         20 years
             Male   Female    Male   Female     Male   Female     Male  Female     Male   Female     Male   Female
    <S>     <C>     <C>      <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     $4.04   $3.78
    51       4.34    3.97     4.33    3.96      4.30    3.95      4.23   3.92      4.14    3.88      4.10    3.84
    52       4.43    4.03     4.41    4.03      4.37    4.01      4.30   3.98      4.20    3.93      4.16    3.89
    53       4.51    4.10     4.50    4.10      4.45    4.08      4.37   4.04      4.26    3.99      4.23    3.95
    54       4.60    4.18     4.59    4.17      4.54    4.15      4.45   4.11      4.32    4.04      4.29    4.01

    55       4.70    4.25     4.68    4.25      4.62    4.22      4.53   4.18      4.39    4.11      4.37    4.07
    56       4.80    4.34     4.78    4.33      4.72    4.30      4.61   4.25      4.45    4.17      4.44    4.13
    57       4.91    4.42     4.89    4.41      4.82    4.38      4.69   4.32      4.51    4.23      4.52    4.20
    58       5.03    4.52     5.00    4.51      4.92    4.47      4.78   4.40      4.58    4.30      4.61    4.28
    59       5.15    4.61     5.12    4.60      5.03    4.56      4.87   4.48      4.65    4.37      4.69    4.35

    60       5.28    4.72     5.25    4.70      5.14    4.66      4.96   4.57      4.71    4.44      4.78    4.43
    61       5.43    4.83     5.39    4.81      5.27    4.76      5.06   4.66      4.78    4.51      4.88    4.52
    62       5.58    4.95     5.53    4.93      5.39    4.87      5.16   4.75      4.84    4.58      4.98    4.60
    63       5.74    5.08     5.69    5.05      5.53    4.98      5.26   4.85      4.90    4.65      5.09    4.70
    64       5.91    5.21     5.85    5.18      5.66    5.10      5.36   4.95      4.96    4.72      5.20    4.80

    65       6.10    5.36     6.03    5.32      5.81    5.22      5.46   5.05      5.02    4.79      5.31    4.90
    66       6.30    5.51     6.21    5.47      5.96    5.36      5.56   5.16      5.08    4.86      5.44    5.01
    67       6.51    5.67     6.41    5.63      6.12    5.50      5.66   5.26      5.13    4.93      5.56    5.12
    68       6.73    5.85     6.62    5.80      6.28    5.65      5.77   5.37      5.18    5.00      5.70    5.24
    69       6.97    6.04     6.84    5.98      6.44    5.80      5.86   5.49      5.23    5.06      5.84    5.37

    70       7.23    6.25     7.07    6.18      6.61    5.97      5.96   5.60      5.27    5.12      5.98    5.51
    71       7.51    6.47     7.32    6.39      6.79    6.14      6.05   5.71      5.31    5.18      6.14    5.65
    72       7.80    6.71     7.58    6.62      6.96    6.32      6.14   5.83      5.34    5.23      6.30    5.80
    73       8.12    6.98     7.85    6.86      7.14    6.50      6.23   5.94      5.37    5.28      6.47    5.96
    74       8.46    7.26     8.14    7.12      7.32    6.69      6.31   6.04      5.40    5.32      6.65    6.13

    75       8.82    7.57     8.45    7.40      7.50    6.89      6.38   6.14      5.42    5.35      6.83    6.31
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction

GM-VA-98(NY)                         Page 30
<PAGE>

            Option 2: Life Income Based on the Life of One Annuitant
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                           First Monthly Payment Amount for Each $1,000*
                            Rates for a Variable Annuity with 3.5% AIR
- -------------------------------------------------------------------------------------------------
                 Option 2(a):    Option 2(b):    Option 2(b):     Option 2(b):     Option 2(b):
 Adjusted        payments for      payments        payments         payments         payments
  Age of             life         guaranteed      guaranteed       guaranteed       guaranteed
Annuitant                          5 years         10 years         15 years         20 years
              -----------------------------------------------------------------------------------

                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>

                  * Net of any applicable premium tax deduction

GM-VA-98(NY)                         Page 31
<PAGE>

            Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                            First Monthly Payment Amount for Each $1,000*
                              Rates for a Variable Annuity with 5% AIR
- ---------------------------------------------------------------------------------------------------
               Option 2(a):     Option 2(b):      Option 2(b):      Option 2(b):     Option 2(b):
 Adjusted      payments for       payments          payments          payments         payments
  Age of           life          guaranteed        guaranteed        guaranteed       guaranteed
Annuitant                         5 years           10 years          15 years         20 years
             --------------------------------------------------------------------------------------
              Male   Female     Male   Female     Male   Female     Male   Female     Male   Female
- ---------------------------------------------------------------------------------------------------
    <S>      <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>       <C>     <C>
    50       $5.48   $5.12     $5.46   $5.11     $5.41   $5.09     $5.34   $5.06     $5.24   $5.01
    51        5.55    5.17      5.53    5.17      5.48    5.14      5.40    5.11      5.29    5.05
    52        5.63    5.23      5.61    5.23      5.55    5.20      5.46    5.16      5.34    5.10
    53        5.71    5.30      5.69    5.29      5.62    5.26      5.53    5.22      5.40    5.15
    54        5.80    5.37      5.77    5.36      5.70    5.33      5.60    5.27      5.45    5.20

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

    60        6.46    5.89      6.41    5.87      6.28    5.80      6.06    5.69      5.79    5.55
    61        6.60    6.00      6.55    5.97      6.39    5.90      6.15    5.77      5.85    5.61
    62        6.75    6.11      6.69    6.08      6.51    6.00      6.24    5.86      5.91    5.67
    63        6.91    6.23      6.84    6.20      6.64    6.10      6.33    5.95      5.96    5.73
    64        7.09    6.37      7.00    6.33      6.77    6.22      6.42    6.04      6.02    5.80

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

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

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

                  * Net of any applicable premium tax deduction

GM-VA-98(NY)                         Page 32
<PAGE>

           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                 Monthly Payment Amount for Each $1,000*
                        Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
                       Primary Annuitant is Female and Secondary Annuitant is Male
- --------------------------------------------------------------------------------------------------------
       Adjusted Ages
- -----------------------
                                                                   payments
                                                                  guaranteed
   Primary    Secondary                                            10 years
   Annuitant  Annuitant   Option 3(a)   Option 3(b)  Option 3(c)   Option 3(d)  Option 3(e)  Option 3(f)
- --------------------------------------------------------------------------------------------------------
      <S>        <C>        <C>         <C>             <C>          <C>           <C>          <C>
      55         50         $3.75       $4.07          $4.26         $3.75        $3.98         $3.72
      55         55          3.88        4.25           4.47          3.87         4.06          3.85
      55         60          3.99        4.44           4.71          3.98         4.12          3.94

      60         55          4.06        4.47           4.71          4.06         4.37          4.02
      60         60          4.24        4.71           4.99          4.23         4.47          4.17
      60         65          4.38        4.97           5.32          4.38         4.54          4.29

      65         60          4.49        5.01           5.32          4.48         4.89          4.39
      65         65          4.72        5.33           5.70          4.71         5.02          4.59
      65         70          4.93        5.68           6.15          4.91         5.14          4.74

      70         65          5.07        5.75           6.17          5.05         5.60          4.87
      70         70          5.40        6.21           6.70          5.36         5.79          5.13
      70         75          5.69        6.68           7.32          5.62         5.96          5.29

      75         70          5.89        6.82           7.40          5.81         6.63          5.48
      75         75          6.37        7.45           8.15          6.23         6.92          5.78
      75         80          6.78        8.11           8.99          6.54         7.15          5.93
- --------------------------------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction

GM-VA-98(NY)                         Page 33
<PAGE>

           Option 3: Life Income Based on the Lives of Two Annuitants
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
                       First Monthly Payment Amount for Each $1,000*
                         Rates for a Variable Annuity with 3.5% AIR
                Primary Annuitant Is Female and Secondary Annuitant Is Male
- ------------------------------------------------------------------------------------------
          Adjusted Ages
- ----------------------------------
                                                                   payments
                                                                  guaranteed
    Primary    Secondary                                           10 years
   Annuitant   Annuitant   Option 3(a)  Option 3(b)  Option 3(c)  Option 3(d)  Option 3(e)
- ------------------------------------------------------------------------------------------
      <S>          <C>        <C>          <C>          <C>          <C>          <C>
      55           50         $4.03       $4.36         $4.55        $4.03        $4.27
      55           55          4.16        4.54          4.76        4.15          4.34
      55           60          4.27        4.73          5.00        4.26          4.40

      60           55          4.34        4.76          5.00        4.34          4.65
      60           60          4.51        4.99          5.27        4.50          4.74
      60           65          4.66        5.25          5.61        4.65          4.82

      65           60          4.76        5.29          5.60        4.75          5.16
      65           65          4.99        5.61          5.99        4.98          5.30
      65           70          5.19        5.97          6.44        5.17          5.41

      70           65          5.34        6.03          6.46        5.31          5.88
      70           70          5.67        6.49          6.99        5.62          6.07
      70           75          5.95        6.96          7.61        5.87          6.23

      75           70          6.16        7.10          7.68        6.07          6.90
      75           75          6.64        7.73          8.43        6.48          7.19
      75           80          7.04        8.39          9.29        6.79          7.42
- ------------------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction

GM-VA-98(NY)                         Page 34
<PAGE>

           Option 3: Life Income Based on the Lives of Two Annuitants
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
                     First Monthly Payment Amount for Each $1,000*
                       Rates for a Variable Annuity with 5% AIR
              Primary Annuitant is Female and Secondary Annuitant is Male
- -------------------------------------------------------------------------------------
       Adjusted Ages
- -------------------------------
                                                              payments
                                                             guaranteed
 Primary   Secondary                                          10 years
Annuitant  Annuitant  Option 3(a)  Option 3(b)  Option 3(c)  Option 3(d)  Option 3(e)
- -------------------------------------------------------------------------------------
   <S>         <C>       <C>          <C>          <C>          <C>          <C>
   55          50        $4.93        $5.27        $5.46        $4.93        $5.17
   55          55         5.04        5.44          5.66        5.04          5.23
   55          60         5.15        5.63          5.91        5.14          5.29

   60          55         5.21        5.65          5.89        5.21          5.53
   60          60         5.37        5.87          6.16        5.37          5.62
   60          65         5.52        6.14          6.51        5.51          5.70

   65          60         5.61        6.16          6.49        5.60          6.03
   65          65         5.83        6.49          6.87        5.82          6.15
   65          70         6.04        6.84          7.34        6.00          6.27

   70          65         6.17        6.90          7.33        6.13          6.73
   70          70         6.49        7.35          7.87        6.44          6.91
   70          75         6.77        7.84          8.51        6.68          7.07

   75          70         6.97        7.96          8.56        6.87          7.75
   75          75         7.45        8.60          9.33        7.27          8.04
   75          80         7.86        9.28         10.20        7.57          8.27
- -------------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction

GM-VA-98(NY)                         Page 35
<PAGE>

           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
                                Monthly Payment Amount for Each $1,000*
                      Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
                      Primary Annuitant is Male and Secondary Annuitant is Female
- -----------------------------------------------------------------------------------------------------
     Adjusted Ages
- ---------------------------
                                                                payments
                                                               guaranteed
 Primary    Secondary                                           10 years
Annuitant   Annuitant  Option 3(a)  Option 3(b)   Option 3(c)  Option 3(d)   Option 3(e)  Option 3(f)
- -----------------------------------------------------------------------------------------------------
   <S>         <C>        <C>          <C>           <C>          <C>           <C>          <C>
   55          50         $3.69        $4.05         $4.27        $3.69         $4.13        $3.67
   55          55         3.88          4.25         4.47          3.87         4.25          3.85
   55          60         4.06          4.47         4.71          4.06         4.36          4.02

   60          55         3.99          4.44         4.71          3.98         4.55          3.94
   60          60         4.24          4.71         4.99          4.23         4.70          4.17
   60          65         4.49          5.01         5.32          4.48         4.85          4.39

   65          60         4.38          4.97         5.32          4.38         5.10          4.29
   65          65         4.72          5.33         5.70          4.71         5.32          4.59
   65          70         5.07          5.75         6.17          5.05         5.54          4.87

   70          65         4.93          5.68         6.15          4.91         5.86          4.74
   70          70         5.40          6.21         6.70          5.36         6.18          5.13
   70          75         5.89          6.82         7.40          5.81         6.49          5.48

   75          70         5.69          6.68         7.32          5.62         6.92          5.29
   75          75         6.37          7.45         8.15          6.23         7.40          5.78
   75          80         7.07          8.34         9.16          6.78         7.85          6.17
- -----------------------------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction

GM-VA-98(NY)                         Page 36
<PAGE>

           Option 3: Life Income Based on the Lives of Two Annuitants
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
                  First Monthly Payment Amount for Each $1,000*
                   Rates for a Variable Annuity with 3.5% AIR
           Primary Annuitant is Male and Secondary Annuitant is Female
- ---------------------------------------------------------------------------------------
   Adjusted Ages
- --------------------
                                                                payments
                                                               guaranteed
 Primary   Secondary                                            10 years
Annuitant  Annuitant   Option 3(a)  Option 3(b)  Option 3(c)   Option 3(d)  Option 3(e)
- ---------------------------------------------------------------------------------------
   <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>

                  * Net of any applicable premium tax deduction

GM-VA-98(NY)                         Page 37
<PAGE>

           Option 3: Life Income Based on the Lives of Two Annuitants
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
                  First Monthly Payment Amount for Each $1,000*
                    Rates for a Variable Annuity with 5% AIR
           Primary Annuitant Is Male and Secondary Annuitant is Female
- -------------------------------------------------------------------------------------
    Adjusted Ages
- -------------------
                                                              payments
                                                             guaranteed
 Primary   Secondary                                          10 years
Annuitant  Annuitant  Option 3(a)  Option 3(b)  Option 3(c)  Option 3(d)  Option 3(e)
- -------------------------------------------------------------------------------------
   <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>

                  * Net of any applicable premium tax deduction

GM-VA-98(NY)                         Page 38
<PAGE>

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

                    Aetna Life Insurance and Annuity Company

                       Home Office: 151 Farmington Avenue

                                 P.O. Box 30670

                        Hartford, Connecticut 06150-0670

                                 (800) 531-4547

             Group Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating

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

ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. AMOUNTS ALLOCATED TO THE GUARANTEED ACCOUNT, IF WITHDRAWN
BEFORE THE GUARANTEED TERM MATURITY DATE, MAY BE SUBJECT TO A MARKET VALUE
ADJUSTMENT. THE MARKET VALUE ADJUSTMENT MAY RESULT IN AN INCREASE OR A DECREASE
IN THE ACCOUNT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT APPLY TO A
GUARANTEED TERM AT THE TIME OF ITS MATURITY.

GM-VA-98(NY)





- --------------------------------------------------------------------------------
[Aetna logo]                       EX-99.B.4.4
                  Form of Variable Annuity Contract Certificate

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

                         You may call the toll free number shown above to
                         request information about this Certificate.

                         Aetna Life Insurance and Annuity Company, a stock
                         company, herein called Aetna, agrees to pay the
                         benefits stated in this Certificate.

- --------------------------------------------------------------------------------
Certificate of Group     To the Certificate Holder:
Annuity Coverage

                         Aetna certifies that coverage is in force for you under
                         the stated Group Annuity Contract and Account numbers.
                         All data shown here is taken from Aetna records and is
                         based upon information furnished by you.

                         This Certificate is a summary of the Group Annuity
                         Contract provisions. It replaces any and all prior
                         certificates or endorsements issued to you under the
                         stated Contract and Account numbers. This Certificate
                         is for information only and is not part of the
                         Contract. The Schedule - Accumulation Period reflects
                         the Option Package you elected and its effective date.

                         The variable features of the Group Contract are
                         described in parts III, IV and V.

- --------------------------------------------------------------------------------
Right to Cancel          You may cancel your Account within 10 days by returning
                         it to the agent from whom it was purchased, or to Aetna
                         at the address shown above. Within seven days of
                         receiving this Certificate at its home office, Aetna
                         will return the amount of Purchase Payment(s) received.


President                                Secretary

- --------------------------------------------------------------------------------
Contract Holder                          Group Annuity Contract No.
SPECIMEN                                 SPECIMEN

- --------------------------------------------------------------------------------
Certificate Holder                       Account No.
SPECIMEN                                 SPECIMEN
SPECIMEN                                 Account Effective Date
                                         SPECIMEN

- --------------------------------------------------------------------------------
Annuitant Name                           Type of Plan
SPECIMEN                                 SPECIMEN

ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. AMOUNTS ALLOCATED TO THE GUARANTEED ACCOUNT, IF WITHDRAWN
BEFORE THE GUARANTEED TERM MATURITY DATE, MAY BE SUBJECT TO A MARKET VALUE
ADJUSTMENT. THE MARKET VALUE ADJUSTMENT MAY RESULT IN AN INCREASE OR A DECREASE
IN THE ACCOUNT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT APPLY TO A
GUARANTEED TERM AT THE TIME OF ITS MATURITY.

GMC-VA-98(NY)
<PAGE>


Specifications

Guaranteed          There is a minimum guaranteed rate for Purchase Payment(s)
Rate                held in the Guaranteed Account. (See Schedule - Accumulation
                    Period.)

Deductions from     There will be deductions for mortality and expense risk as
the Separate        well as administrative charges. (See Schedule - Accumulation
Account             Period and Schedule - Annuity Period.)

Deduction from      Purchase Payment(s) may be subject to a deduction for
Purchase            premium taxes. (See Section III - Purchase Payment.)
Payment(s)

Deferred Sales      There may be a charge deducted upon withdrawal. (See
Charge              Schedule - Accumulation Period.)

Assumed             If a variable Annuity Payment is chosen, an Assumed Interest
Interest Rate       Rate of 5.0% may be elected. If 5.0% is not elected, Aetna
                    will use an Assumed Interest Rate of 3.5%.
- --------------------------------------------------------------------------------

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

READ THIS CONTRACT CAREFULLY. This Contract sets forth, in detail, all of the
rights and obligations of both you and Aetna. THEREFORE, IT IS IMPORTANT THAT
YOU READ THIS CONTRACT CAREFULLY.




GMC-VA-98(NY)                        Page 2
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

          Option Package I was selected.

Schedule Effective Date

          June 1, 1998

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

Separate Account

          Variable Annuity Account B

Charges to Separate Account

          A daily charge is deducted from any portion of the Account Value
          allocated to the Separate Account. The deduction is the daily
          equivalent of the annual effective percentage shown in the following
          chart:
<TABLE>
               <S>                                         <C>
               Administrative Charge                       0.15%

               Mortality and Expense Risk Charge           0.80%
                                                           -----

               Total Separate Account Charges              0.95%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
          <S>                                          <C>
          Aetna Balanced VP, Inc.                      Fidelity VIP High Income Portfolio
          Aetna Bond VP                                Fidelity VIP II Contrafund Portfolio
          Aetna Growth VP                              Janus Aspen Aggressive Growth Portfolio
          Aetna Growth and Income VP                   Janus Aspen Balanced Portfolio
          Aetna Index Plus Large Cap VP                Janus Aspen Growth Portfolio
          Aetna International VP                       Janus Aspen Worldwide Growth Portfolio
          Aetna Money Market VP                        MFS Total Return Series
          Aetna Real Estate Securities VP              Oppenheimer Aggressive Growth Fund/VA
          Aetna Small Company VP                       Oppenheimer Main Street Growth & Income Fund/VA
          AIM V.I. Capital Appreciation Fund           Oppenheimer Strategic Bond Fund/VA
          AIM V.I. Growth Fund                         Portfolio Partners MFS Emerging Equities Portfolio
          AIM V.I. Growth and Income Fund              Portfolio Partners MFS Research Growth Portfolio
          AIM V.I. Value Fund                          Portfolio Partners MFS Value Equity Portfolio
          Fidelity VIP Equity -Income Portfolio        Portfolio Partners Scudder International Growth Portfolio
</TABLE>




GMC-VA-98(NY)N-1                     Page 3
<PAGE>


Guaranteed Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Rate

          3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Transfers

          An unlimited number of Transfers are allowed during the Accumulation
          Period. Aetna allows 12 free Transfers in any Account Year.
          Thereafter, Aetna reserves the right to charge $10 for each subsequent
          Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

          For each withdrawal, the Deferred Sales Charge will be determined as
          follows:

<TABLE>
<CAPTION>
                                                           Deferred Sales Charge
          Length of Time from Receipt of                     (as percentage of
             Purchase Payment (Years)                        Purchase Payment)
          ----------------------------------------------------------------------
          <S>                                                        <C>
          Less than 1 year                                           7%

          1 or more but less than 2 years                            6%

          2 or more but less than 3 years                            5%

          3 or more but less than 4 years                            4%

          4 or more but less than 5 years                            3%

          5 or more but less than 6 years                            2%

          6 or more but less than 7 years                            1%

          7 years or more                                            0%
</TABLE>


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)N-1                     Page 4
<PAGE>


                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------

Charges to Separate Account

          A daily charge is deducted at an annual effective rate of 1.25% for
          mortality and expense risks in the Annuity Period. The administrative
          charge is established upon election of an Annuity Payout Option. This
          charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

          If a variable Annuity Payment is chosen, an AIR of 5.0% may be
          elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

          If the portion of a variable Annuity Payment for any Subaccount is not
          to decrease, the annuity return factor under the Separate Account for
          that Subaccount must be:

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

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

Transfers

          When a variable Annuity Payment has been elected, four free Transfers
          are allowed each Account Year among the Subaccounts available during
          the Annuity Period. Thereafter, Aetna reserves the right to charge $10
          for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

          3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)N-1                     Page 5
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

          Option Package I was selected.

Schedule Effective Date

          June 1, 1998

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

Separate Account

          Variable Annuity Account B

Charges to Separate Account

          A daily charge is deducted from any portion of the Account Value
          allocated to the Separate Account. The deduction is the daily
          equivalent of the annual effective percentage shown in the following
          chart:
<TABLE>
               <S>                                         <C>
               Administrative Charge                       0.15%

               Mortality and Expense Risk Charge           0.80%
                                                           -----

               Total Separate Account Charges              0.95%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
          <S>                                          <C>
          Aetna Balanced VP, Inc.                      Janus Aspen Aggressive Growth Portfolio
          Aetna Bond VP                                Janus Aspen Balanced Portfolio
          Aetna Growth VP                              Janus Aspen Growth Portfolio
          Aetna Growth and Income VP                   Janus Aspen Worldwide Growth Portfolio
          Aetna Index Plus Large Cap VP                MFS Total Return Series
          Aetna International VP                       Mitchell Hutchins Growth and Income Portfolio
          Aetna Money Market VP                        Mitchell Hutchins Tactical Allocation Portfolio
          Aetna Real Estate Securities VP              Mitchell Hutchins Small Cap Portfolio
          Aetna Small Company VP                       Oppenheimer Aggressive Growth Fund/VA
          AIM V.I. Capital Appreciation Fund           Oppenheimer Main Street Growth & Income Fund/VA
          AIM V.I. Growth Fund                         Oppenheimer Strategic Bond Fund/VA
          AIM V.I. Growth and Income Fund              Portfolio Partners MFS Emerging Equities Portfolio
          AIM V.I. Value Fund                          Portfolio Partners MFS Research Growth Portfolio
          Fidelity VIP Equity -Income Portfolio        Portfolio Partners MFS Value Equity Portfolio
          Fidelity VIP High Income Portfolio           Portfolio Partners Scudder International Growth Portfolio
          Fidelity VIP II Contrafund Portfolio
</TABLE>




GMC-VA-98(NY)N-1(MH)                 Page 3
<PAGE>


Guaranteed Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Rate

          3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Transfers

          An unlimited number of Transfers are allowed during the Accumulation
          Period. Aetna allows 12 free Transfers in any Account Year.
          Thereafter, Aetna reserves the right to charge $10 for each subsequent
          Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

          For each withdrawal, the Deferred Sales Charge will be determined as
          follows:

<TABLE>
<CAPTION>
                                                           Deferred Sales Charge
          Length of Time from Receipt of                     (as percentage of
             Purchase Payment (Years)                        Purchase Payment)
          ----------------------------------------------------------------------
          <S>                                                        <C>
          Less than 1 year                                           7%

          1 or more but less than 2 years                            6%

          2 or more but less than 3 years                            5%

          3 or more but less than 4 years                            4%

          4 or more but less than 5 years                            3%

          5 or more but less than 6 years                            2%

          6 or more but less than 7 years                            1%

          7 years or more                                            0%
</TABLE>


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)N-1(MH)                 Page 4
<PAGE>


                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------

Charges to Separate Account

          A daily charge is deducted at an annual effective rate of 1.25% for
          mortality and expense risks in the Annuity Period. The administrative
          charge is established upon election of an Annuity Payout Option. This
          charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

          If a variable Annuity Payment is chosen, an AIR of 5.0% may be
          elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

          If the portion of a variable Annuity Payment for any Subaccount is not
          to decrease, the annuity return factor under the Separate Account for
          that Subaccount must be:

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

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

Transfers

          When a variable Annuity Payment has been elected, four free Transfers
          are allowed each Account Year among the Subaccounts available during
          the Annuity Period. Thereafter, Aetna reserves the right to charge $10
          for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

          3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)N-1(MH)                 Page 5
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

          Option Package I was selected.

Schedule Effective Date

          June 1, 1998

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

          Variable Annuity Account B

Charges to Separate Account

          A daily charge is deducted from any portion of the Account Value
          allocated to the Separate Account. The deduction is the daily
          equivalent of the annual effective percentage shown in the following
          chart:
<TABLE>
               <S>                                         <C>
               Administrative Charge                       0.15%

               Mortality and Expense Risk Charge           0.80%
                                                           -----

               Total Separate Account Charges              0.95%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
          <S>                                          <C>
          Aetna Balanced VP, Inc.                      Fidelity VIP High Income Portfolio
          Aetna Bond VP                                Fidelity VIP II Contrafund Portfolio
          Aetna Growth VP                              Janus Aspen Aggressive Growth Portfolio
          Aetna Growth and Income VP                   Janus Aspen Balanced Portfolio
          Aetna Index Plus Large Cap VP                Janus Aspen Growth Portfolio
          Aetna International VP                       Janus Aspen Worldwide Growth Portfolio
          Aetna Money Market VP                        MFS Total Return Series
          Aetna Real Estate Securities VP              Oppenheimer Aggressive Growth Fund/VA
          Aetna Small Company VP                       Oppenheimer Main Street Growth & Income Fund/VA
          AIM V.I. Capital Appreciation Fund           Oppenheimer Strategic Bond Fund/VA
          AIM V.I. Growth Fund                         Portfolio Partners MFS Emerging Equities Portfolio
          AIM V.I. Growth and Income Fund              Portfolio Partners MFS Research Growth Portfolio
          AIM V.I. Value Fund                          Portfolio Partners MFS Value Equity Portfolio
          Fidelity VIP Equity -Income Portfolio        Portfolio Partners Scudder International Growth Portfolio
</TABLE>




GMC-VA-98(NY)I-1                     Page 3
<PAGE>


Guaranteed Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Rate

          3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------
Transfers

          An unlimited number of Transfers are allowed during the Accumulation
          Period. Aetna allows 12 free Transfers in any Account Year.
          Thereafter, Aetna reserves the right to charge $10 for each subsequent
          Transfer.

Maintenance Fee

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


                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

          For each withdrawal, the Deferred Sales Charge will be determined as
          follows:

<TABLE>
<CAPTION>
                                                           Deferred Sales Charge
          Length of Time from Receipt of                     (as percentage of
             Purchase Payment (Years)                        Purchase Payment)
          ----------------------------------------------------------------------

          <S>                                                        <C>
          Less than 1 year                                           3%

          More than 1 but less than 2 years                          2%

          More than 2 but less than 3 years                          1%

          More than 3 years                                          0%
</TABLE>


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)I-1                     Page 4
<PAGE>


                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------

Charges to Separate Account

          A daily charge is deducted at an annual effective rate of 1.25% for
          mortality and expense risks in the Annuity Period. The administrative
          charge is established upon election of an Annuity Payout Option. This
          charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

          If a variable Annuity Payment is chosen, an AIR of 5.0% may be
          elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

          If the portion of a variable Annuity Payment for any Subaccount is not
          to decrease, the annuity return factor under the Separate Account for
          that Subaccount must be:

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

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

Transfers

          When a variable Annuity Payment has been elected, four free Transfers
          are allowed each Account Year among the Subaccounts available during
          the Annuity Period. Thereafter, Aetna reserves the right to charge $10
          for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

          3.0% (effective annual rate of return)

See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)I-1                     Page 5
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

          Option Package I was selected.

Schedule Effective Date

          June 1, 1998

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

Separate Account

          Variable Annuity Account B

Charges to Separate Account

          A daily charge is deducted from any portion of the Account Value
          allocated to the Separate Account. The deduction is the daily
          equivalent of the annual effective percentage shown in the following
          chart:
<TABLE>
               <S>                                         <C>
               Administrative Charge                       0.15%

               Mortality and Expense Risk Charge           0.80%
                                                           -----

               Total Separate Account Charges              0.95%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
          <S>                                          <C>
          Aetna Balanced VP, Inc.                      Janus Aspen Aggressive Growth Portfolio
          Aetna Bond VP                                Janus Aspen Balanced Portfolio
          Aetna Growth VP                              Janus Aspen Growth Portfolio
          Aetna Growth and Income VP                   Janus Aspen Worldwide Growth Portfolio
          Aetna Index Plus Large Cap VP                MFS Total Return Series
          Aetna International VP                       Mitchell Hutchins Growth and Income Portfolio
          Aetna Money Market VP                        Mitchell Hutchins Tactical Allocation Portfolio
          Aetna Real Estate Securities VP              Mitchell Hutchins Small Cap Portfolio
          Aetna Small Company VP                       Oppenheimer Aggressive Growth Fund/VA
          AIM V.I. Capital Appreciation Fund           Oppenheimer Main Street Growth & Income Fund/VA
          AIM V.I. Growth Fund                         Oppenheimer Strategic Bond Fund/VA
          AIM V.I. Growth and Income Fund              Portfolio Partners MFS Emerging Equities Portfolio
          AIM V.I. Value Fund                          Portfolio Partners MFS Research Growth Portfolio
          Fidelity VIP Equity -Income Portfolio        Portfolio Partners MFS Value Equity Portfolio
          Fidelity VIP High Income Portfolio           Portfolio Partners Scudder International Growth Portfolio
          Fidelity VIP II Contrafund Portfolio
</TABLE>




GMC-VA-98(NY)I-1(MH)                 Page 3
<PAGE>


Guaranteed Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Rate

          3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Transfers

          An unlimited number of Transfers are allowed during the Accumulation
          Period. Aetna allows 12 free Transfers in any Account Year.
          Thereafter, Aetna reserves the right to charge $10 for each subsequent
          Transfer.

Maintenance Fee

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


                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

          For each withdrawal, the Deferred Sales Charge will be determined as
          follows:

<TABLE>
<CAPTION>
                                                           Deferred Sales Charge
          Length of Time from Receipt of                     (as percentage of
             Purchase Payment (Years)                        Purchase Payment)
          ----------------------------------------------------------------------
          <S>                                                        <C>
          Less than 1 year                                           3%

          More than 1 but less than 2 years                          2%

          More than 2 but less than 3 years                          1%

          More than 3 years                                          0%
</TABLE>


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)I-1(MH)                 Page 4
<PAGE>


                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------

Charges to Separate Account

          A daily charge is deducted at an annual effective rate of 1.25% for
          mortality and expense risks in the Annuity Period. The administrative
          charge is established upon election of an Annuity Payout Option. This
          charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

          If a variable Annuity Payment is chosen, an AIR of 5.0% may be
          elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

          If the portion of a variable Annuity Payment for any Subaccount is not
          to decrease, the annuity return factor under the Separate Account for
          that Subaccount must be:

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

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

Transfers

          When a variable Annuity Payment has been elected, four free Transfers
          are allowed each Account Year among the Subaccounts available during
          the Annuity Period. Thereafter, Aetna reserves the right to charge $10
          for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

          3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)I-1(MH)                 Page 5
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

          Option Package II was selected.

Schedule Effective Date

          June 1, 1998

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

Separate Account

          Variable Annuity Account B

Charges to Separate Account

          A daily charge is deducted from any portion of the Account Value
          allocated to the Separate Account. The deduction is the daily
          equivalent of the annual effective percentage shown in the following
          chart:
<TABLE>
               <S>                                         <C>
               Administrative Charge                       0.15%

               Mortality and Expense Risk Charge           1.10%
                                                           -----

               Total Separate Account Charges              1.25%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
          <S>                                          <C>
          Aetna Balanced VP, Inc.                      Fidelity VIP High Income Portfolio
          Aetna Bond VP                                Fidelity VIP II Contrafund Portfolio
          Aetna Growth VP                              Janus Aspen Aggressive Growth Portfolio
          Aetna Growth and Income VP                   Janus Aspen Balanced Portfolio
          Aetna Index Plus Large Cap VP                Janus Aspen Growth Portfolio
          Aetna International VP                       Janus Aspen Worldwide Growth Portfolio
          Aetna Money Market VP                        MFS Total Return Series
          Aetna Real Estate Securities VP              Oppenheimer Aggressive Growth Fund/VA
          Aetna Small Company VP                       Oppenheimer Main Street Growth & Income Fund/VA
          AIM V.I. Capital Appreciation Fund           Oppenheimer Strategic Bond Fund/VA
          AIM V.I. Growth Fund                         Portfolio Partners MFS Emerging Equities Portfolio
          AIM V.I. Growth and Income Fund              Portfolio Partners MFS Research Growth Portfolio
          AIM V.I. Value Fund                          Portfolio Partners MFS Value Equity Portfolio
          Fidelity VIP Equity -Income Portfolio        Portfolio Partners Scudder International Growth Portfolio
</TABLE>




GMC-VA-98(NY)N-2                     Page 3
<PAGE>


Guaranteed Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Rate

          3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Transfers

          An unlimited number of Transfers are allowed during the Accumulation
          Period. Aetna allows 12 free Transfers in any Account Year.
          Thereafter, Aetna reserves the right to charge $10 for each subsequent
          Transfer.

Maintenance Fee

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


                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

          For each withdrawal, the Deferred Sales Charge will be determined as
          follows:

<TABLE>
<CAPTION>
                                                           Deferred Sales Charge
          Length of Time from Receipt of                     (as percentage of
             Purchase Payment (Years)                        Purchase Payment)
          ----------------------------------------------------------------------
          <S>                                                        <C>
          Less than 1 year                                           7%

          1 or more but less than 2 years                            6%

          2 or more but less than 3 years                            5%

          3 or more but less than 4 years                            4%

          4 or more but less than 5 years                            3%

          5 or more but less than 6 years                            2%

          6 or more but less than 7 years                            1%

          7 years or more                                            0%
</TABLE>


See Section I - DEFINITIONS for explanations


GMC-VA-98(NY)N-2                     Page 4
<PAGE>


                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------

Charges to Separate Account

          A daily charge is deducted at an annual effective rate of 1.25% for
          mortality and expense risks in the Annuity Period. The administrative
          charge is established upon election of an Annuity Payout Option. This
          charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

          If a variable Annuity Payment is chosen, an AIR of 5.0% may be
          elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

          If the portion of a variable Annuity Payment for any Subaccount is not
          to decrease, the annuity return factor under the Separate Account for
          that Subaccount must be:

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

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

Transfers

          When a variable Annuity Payment has been elected, four free Transfers
          are allowed each Account Year among the Subaccounts available during
          the Annuity Period. Thereafter, Aetna reserves the right to charge $10
          for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

          3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)N-2                     Page 5
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

          Option Package II was selected.

Schedule Effective Date

          June 1, 1998

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

Separate Account

          Variable Annuity Account B

Charges to Separate Account

          A daily charge is deducted from any portion of the Account Value
          allocated to the Separate Account. The deduction is the daily
          equivalent of the annual effective percentage shown in the following
          chart:
<TABLE>
               <S>                                         <C>
               Administrative Charge                       0.15%

               Mortality and Expense Risk Charge           1.10%
                                                           -----

               Total Separate Account Charges              1.25%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
          <S>                                          <C>
          Aetna Balanced VP, Inc.                      Janus Aspen Aggressive Growth Portfolio
          Aetna Bond VP                                Janus Aspen Balanced Portfolio
          Aetna Growth VP                              Janus Aspen Growth Portfolio
          Aetna Growth and Income VP                   Janus Aspen Worldwide Growth Portfolio
          Aetna Index Plus Large Cap VP                MFS Total Return Series
          Aetna International VP                       Mitchell Hutchins Growth and Income Portfolio
          Aetna Money Market VP                        Mitchell Hutchins Tactical Allocation Portfolio
          Aetna Real Estate Securities VP              Mitchell Hutchins Small Cap Portfolio
          Aetna Small Company VP                       Oppenheimer Aggressive Growth Fund/VA
          AIM V.I. Capital Appreciation Fund           Oppenheimer Main Street Growth & Income Fund/VA
          AIM V.I. Growth Fund                         Oppenheimer Strategic Bond Fund/VA
          AIM V.I. Growth and Income Fund              Portfolio Partners MFS Emerging Equities Portfolio
          AIM V.I. Value Fund                          Portfolio Partners MFS Research Growth Portfolio
          Fidelity VIP Equity -Income Portfolio        Portfolio Partners MFS Value Equity Portfolio
          Fidelity VIP High Income Portfolio           Portfolio Partners Scudder International Growth Portfolio
          Fidelity VIP II Contrafund Portfolio
</TABLE>




GMC-VA-98(NY)N-2(MH)                 Page 3
<PAGE>


Guaranteed Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Rate

          3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Transfers

          An unlimited number of Transfers are allowed during the Accumulation
          Period. Aetna allows 12 free Transfers in any Account Year.
          Thereafter, Aetna reserves the right to charge $10 for each subsequent
          Transfer.

Maintenance Fee

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


                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

          For each withdrawal, the Deferred Sales Charge will be determined as
          follows:

<TABLE>
<CAPTION>
                                                           Deferred Sales Charge
          Length of Time from Receipt of                     (as percentage of
             Purchase Payment (Years)                        Purchase Payment)
          ----------------------------------------------------------------------
          <S>                                                        <C>
          Less than 1 year                                           7%

          1 or more but less than 2 years                            6%

          2 or more but less than 3 years                            5%

          3 or more but less than 4 years                            4%

          4 or more but less than 5 years                            3%

          5 or more but less than 6 years                            2%

          6 or more but less than 7 years                            1%

          7 years or more                                            0%
</TABLE>


See Section I - DEFINITIONS for explanations


GMC-VA-98(NY)N-2(MH)                 Page 4
<PAGE>


                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------

Charges to Separate Account

          A daily charge is deducted at an annual effective rate of 1.25% for
          mortality and expense risks in the Annuity Period. The administrative
          charge is established upon election of an Annuity Payout Option. This
          charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

          If a variable Annuity Payment is chosen, an AIR of 5.0% may be
          elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

          If the portion of a variable Annuity Payment for any Subaccount is not
          to decrease, the annuity return factor under the Separate Account for
          that Subaccount must be:

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

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

Transfers

          When a variable Annuity Payment has been elected, four free Transfers
          are allowed each Account Year among the Subaccounts available during
          the Annuity Period. Thereafter, Aetna reserves the right to charge $10
          for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

          3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)N-2(MH)                 Page 5
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

          Option Package II was selected.

Schedule Effective Date

          June 1, 1998

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

Separate Account

          Variable Annuity Account B

Charges to Separate Account

          A daily charge is deducted from any portion of the Account Value
          allocated to the Separate Account. The deduction is the daily
          equivalent of the annual effective percentage shown in the following
          chart:
<TABLE>
               <S>                                         <C>
               Administrative Charge                       0.15%

               Mortality and Expense Risk Charge           1.10%
                                                           -----

               Total Separate Account Charges              1.25%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
          <S>                                          <C>
          Aetna Balanced VP, Inc.                      Fidelity VIP High Income Portfolio
          Aetna Bond VP                                Fidelity VIP II Contrafund Portfolio
          Aetna Growth VP                              Janus Aspen Aggressive Growth Portfolio
          Aetna Growth and Income VP                   Janus Aspen Balanced Portfolio
          Aetna Index Plus Large Cap VP                Janus Aspen Growth Portfolio
          Aetna International VP                       Janus Aspen Worldwide Growth Portfolio
          Aetna Money Market VP                        MFS Total Return Series
          Aetna Real Estate Securities VP              Oppenheimer Aggressive Growth Fund/VA
          Aetna Small Company VP                       Oppenheimer Main Street Growth & Income Fund/VA
          AIM V.I. Capital Appreciation Fund           Oppenheimer Strategic Bond Fund/VA
          AIM V.I. Growth Fund                         Portfolio Partners MFS Emerging Equities Portfolio
          AIM V.I. Growth and Income Fund              Portfolio Partners MFS Research Growth Portfolio
          AIM V.I. Value Fund                          Portfolio Partners MFS Value Equity Portfolio
          Fidelity VIP Equity -Income Portfolio        Portfolio Partners Scudder International Growth Portfolio
</TABLE>




GMC-VA-98(NY)I-2                     Page 3
<PAGE>


Guaranteed Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Rate

          3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Transfers

          An unlimited number of Transfers are allowed during the Accumulation
          Period. Aetna allows 12 free Transfers in any Account Year.
          Thereafter, Aetna reserves the right to charge $10 for each subsequent
          Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

          For each withdrawal, the Deferred Sales Charge will be determined as
          follows:

<TABLE>
<CAPTION>
                                                           Deferred Sales Charge
          Length of Time from Receipt of                     (as percentage of
             Purchase Payment (Years)                        Purchase Payment)
          ----------------------------------------------------------------------
          <S>                                                        <C>
          Less than 1 year                                           3%

          More than 1 but less than 2 years                          2%

          More than 2 but less than 3 years                          1%

          More than 3 years                                          0%
</TABLE>


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)I-2                     Page 4
<PAGE>



                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------

Charges to Separate Account

          A daily charge is deducted at an annual effective rate of 1.25% for
          mortality and expense risks in the Annuity Period. The administrative
          charge is established upon election of an Annuity Payout Option. This
          charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

          If a variable Annuity Payment is chosen, an AIR of 5.0% may be
          elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

          If the portion of a variable Annuity Payment for any Subaccount is not
          to decrease, the annuity return factor under the Separate Account for
          that Subaccount must be:

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

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

Transfers

          When a variable Annuity Payment has been elected, four free Transfers
          are allowed each Account Year among the Subaccounts available during
          the Annuity Period. Thereafter, Aetna reserves the right to charge $10
          for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

          3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)I-2                     Page 5
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

          Option Package II was selected.

Schedule Effective Date

          June 1, 1998

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

Separate Account

          Variable Annuity Account B

Charges to Separate Account

          A daily charge is deducted from any portion of the Account Value
          allocated to the Separate Account. The deduction is the daily
          equivalent of the annual effective percentage shown in the following
          chart:
<TABLE>
               <S>                                         <C>
               Administrative Charge                       0.15%

               Mortality and Expense Risk Charge           1.10%
                                                           -----

               Total Separate Account Charges              1.25%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
          <S>                                          <C>
          Aetna Balanced VP, Inc.                      Janus Aspen Aggressive Growth Portfolio
          Aetna Bond VP                                Janus Aspen Balanced Portfolio
          Aetna Growth VP                              Janus Aspen Growth Portfolio
          Aetna Growth and Income VP                   Janus Aspen Worldwide Growth Portfolio
          Aetna Index Plus Large Cap VP                MFS Total Return Series
          Aetna International VP                       Mitchell Hutchins Growth and Income Portfolio
          Aetna Money Market VP                        Mitchell Hutchins Tactical Allocation Portfolio
          Aetna Real Estate Securities VP              Mitchell Hutchins Small Cap Portfolio
          Aetna Small Company VP                       Oppenheimer Aggressive Growth Fund/VA
          AIM V.I. Capital Appreciation Fund           Oppenheimer Main Street Growth & Income Fund/VA
          AIM V.I. Growth Fund                         Oppenheimer Strategic Bond Fund/VA
          AIM V.I. Growth and Income Fund              Portfolio Partners MFS Emerging Equities Portfolio
          AIM V.I. Value Fund                          Portfolio Partners MFS Research Growth Portfolio
          Fidelity VIP Equity -Income Portfolio        Portfolio Partners MFS Value Equity Portfolio
          Fidelity VIP High Income Portfolio           Portfolio Partners Scudder International Growth Portfolio
          Fidelity VIP II Contrafund Portfolio
</TABLE>




GMC-VA-98(NY)I-2(MH)                 Page 3
<PAGE>


Guaranteed Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Rate

          3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Transfers

          An unlimited number of Transfers are allowed during the Accumulation
          Period. Aetna allows 12 free Transfers in any Account Year.
          Thereafter, Aetna reserves the right to charge $10 for each subsequent
          Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

          For each withdrawal, the Deferred Sales Charge will be determined as
          follows:

<TABLE>
<CAPTION>
                                                           Deferred Sales Charge
          Length of Time from Receipt of                     (as percentage of
             Purchase Payment (Years)                        Purchase Payment)
          ----------------------------------------------------------------------
          <S>                                                        <C>
          Less than 1 year                                           3%

          More than 1 but less than 2 years                          2%

          More than 2 but less than 3 years                          1%

          More than 3 years                                          0%
</TABLE>


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)I-2(MH)                 Page 4
<PAGE>


                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------

Charges to Separate Account

          A daily charge is deducted at an annual effective rate of 1.25% for
          mortality and expense risks in the Annuity Period. The administrative
          charge is established upon election of an Annuity Payout Option. This
          charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

          If a variable Annuity Payment is chosen, an AIR of 5.0% may be
          elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

          If the portion of a variable Annuity Payment for any Subaccount is not
          to decrease, the annuity return factor under the Separate Account for
          that Subaccount must be:

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

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

Transfers

          When a variable Annuity Payment has been elected, four free Transfers
          are allowed each Account Year among the Subaccounts available during
          the Annuity Period. Thereafter, Aetna reserves the right to charge $10
          for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------
Minimum Guaranteed Interest Rate

          3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)I-2(MH)                 Page 5
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

          Option Package III was selected.

Schedule Effective Date

          June 1, 1998

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

Separate Account

          Variable Annuity Account B

Charges to Separate Account

          A daily charge is deducted from any portion of the Account Value
          allocated to the Separate Account. The deduction is the daily
          equivalent of the annual effective percentage shown in the following
          chart:
<TABLE>
               <S>                                         <C>
               Administrative Charge                       0.15%

               Mortality and Expense Risk Charge           1.25%
                                                           -----

               Total Separate Account Charges              1.40%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
          <S>                                          <C>
          Aetna Balanced VP, Inc.                      Fidelity VIP High Income Portfolio
          Aetna Bond VP                                Fidelity VIP II Contrafund Portfolio
          Aetna Growth VP                              Janus Aspen Aggressive Growth Portfolio
          Aetna Growth and Income VP                   Janus Aspen Balanced Portfolio
          Aetna Index Plus Large Cap VP                Janus Aspen Growth Portfolio
          Aetna International VP                       Janus Aspen Worldwide Growth Portfolio
          Aetna Money Market VP                        MFS Total Return Series
          Aetna Real Estate Securities VP              Oppenheimer Aggressive Growth Fund/VA
          Aetna Small Company VP                       Oppenheimer Main Street Growth & Income Fund/VA
          AIM V.I. Capital Appreciation Fund           Oppenheimer Strategic Bond Fund/VA
          AIM V.I. Growth Fund                         Portfolio Partners MFS Emerging Equities Portfolio
          AIM V.I. Growth and Income Fund              Portfolio Partners MFS Research Growth Portfolio
          AIM V.I. Value Fund                          Portfolio Partners MFS Value Equity Portfolio
          Fidelity VIP Equity -Income Portfolio        Portfolio Partners Scudder International Growth Portfolio
</TABLE>




GMC-VA-98(NY)N-3                     Page 3
<PAGE>


Guaranteed Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Rate

          3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Transfers

          An unlimited number of Transfers are allowed during the Accumulation
          Period. Aetna allows 12 free Transfers in any Account Year.
          Thereafter, Aetna reserves the right to charge $10 for each subsequent
          Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

          For each withdrawal, the Deferred Sales Charge will be determined as
          follows:

<TABLE>
<CAPTION>
                                                           Deferred Sales Charge
          Length of Time from Receipt of                     (as percentage of
             Purchase Payment (Years)                        Purchase Payment)
          ----------------------------------------------------------------------
          <S>                                                        <C>
          Less than 1 year                                           7%

          1 or more but less than 2 years                            6%

          2 or more but less than 3 years                            5%

          3 or more but less than 4 years                            4%

          4 or more but less than 5 years                            3%

          5 or more but less than 6 years                            2%

          6 or more but less than 7 years                            1%

          7 years or more                                            0%
</TABLE>


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)N-3                     Page 4
<PAGE>


                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------

Charges to Separate Account

          A daily charge is deducted at an annual effective rate of 1.25% for
          mortality and expense risks in the Annuity Period. The administrative
          charge is established upon election of an Annuity Payout Option. This
          charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

          If a variable Annuity Payment is chosen, an AIR of 5.0% may be
          elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

          If the portion of a variable Annuity Payment for any Subaccount is not
          to decrease, the annuity return factor under the Separate Account for
          that Subaccount must be:

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

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

Transfers

          When a variable Annuity Payment has been elected, four free Transfers
          are allowed each Account Year among the Subaccounts available during
          the Annuity Period. Thereafter, Aetna reserves the right to charge $10
          for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

          3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)N-3                     Page 5
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

          Option Package III was selected.

Schedule Effective Date

          June 1, 1998

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

Separate Account

          Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
               <S>                                         <C>
               Administrative Charge                       0.15%

               Mortality and Expense Risk Charge           1.25%
                                                           -----

               Total Separate Account Charges              1.40%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
          <S>                                          <C>
          Aetna Balanced VP, Inc.                      Janus Aspen Aggressive Growth Portfolio
          Aetna Bond VP                                Janus Aspen Balanced Portfolio
          Aetna Growth VP                              Janus Aspen Growth Portfolio
          Aetna Growth and Income VP                   Janus Aspen Worldwide Growth Portfolio
          Aetna Index Plus Large Cap VP                MFS Total Return Series
          Aetna International VP                       Mitchell Hutchins Growth and Income Portfolio
          Aetna Money Market VP                        Mitchell Hutchins Tactical Allocation
          Aetna Real Estate Securities VP              Mitchell Hutchins Small Cap Portfolio
          Aetna Small Company VP                       Oppenheimer Aggressive Growth Fund/VA
          AIM V.I. Capital Appreciation Fund           Oppenheimer Main Street Growth & Income Fund/VA
          AIM V.I. Growth Fund                         Oppenheimer Strategic Bond Fund/VA
          AIM V.I. Growth and Income Fund              Portfolio Partners MFS Emerging Equities Portfolio
          AIM V.I. Value Fund                          Portfolio Partners MFS Research Growth Portfolio
          Fidelity VIP Equity -Income Portfolio        Portfolio Partners MFS Value Equity Portfolio
          Fidelity VIP High Income Portfolio           Portfolio Partners Scudder International Growth Portfolio
          Fidelity VIP II Contrafund Portfolio
</TABLE>




GMC-VA-98(NY)N-3(MH)                 Page 3
<PAGE>


Guaranteed Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Rate

          3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Transfers

          An unlimited number of Transfers are allowed during the Accumulation
          Period. Aetna allows 12 free Transfers in any Account Year.
          Thereafter, Aetna reserves the right to charge $10 for each subsequent
          Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

          For each withdrawal, the Deferred Sales Charge will be determined as
          follows:

<TABLE>
<CAPTION>
                                                           Deferred Sales Charge
          Length of Time from Receipt of                     (as percentage of
             Purchase Payment (Years)                        Purchase Payment)
          ----------------------------------------------------------------------
          <S>                                                        <C>
          Less than 1 year                                           7%

          1 or more but less than 2 years                            6%

          2 or more but less than 3 years                            5%

          3 or more but less than 4 years                            4%

          4 or more but less than 5 years                            3%

          5 or more but less than 6 years                            2%

          6 or more but less than 7 years                            1%

          7 years or more                                            0%
</TABLE>


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)N-3(MH)                 Page 4
<PAGE>


                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------

Charges to Separate Account

          A daily charge is deducted at an annual effective rate of 1.25% for
          mortality and expense risks in the Annuity Period. The administrative
          charge is established upon election of an Annuity Payout Option. This
          charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

          If a variable Annuity Payment is chosen, an AIR of 5.0% may be
          elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

          If the portion of a variable Annuity Payment for any Subaccount is not
          to decrease, the annuity return factor under the Separate Account for
          that Subaccount must be:

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

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

Transfers

          When a variable Annuity Payment has been elected, four free Transfers
          are allowed each Account Year among the Subaccounts available during
          the Annuity Period. Thereafter, Aetna reserves the right to charge $10
          for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

          3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)N-3(MH)                 Page 5
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

          Option Package III was selected.

Schedule Effective Date

          June 1, 1998

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

Separate Account

          Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
               <S>                                         <C>
               Administrative Charge                       0.15%

               Mortality and Expense Risk Charge           1.25%
                                                           -----

               Total Separate Account Charges              1.40%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
          <S>                                          <C>
          Aetna Balanced VP, Inc.                      Fidelity VIP High Income Portfolio
          Aetna Bond VP                                Fidelity VIP II Contrafund Portfolio
          Aetna Growth VP                              Janus Aspen Aggressive Growth Portfolio
          Aetna Growth and Income VP                   Janus Aspen Balanced Portfolio
          Aetna Index Plus Large Cap VP                Janus Aspen Growth Portfolio
          Aetna International VP                       Janus Aspen Worldwide Growth Portfolio
          Aetna Money Market VP                        MFS Total Return Series
          Aetna Real Estate Securities VP              Oppenheimer Aggressive Growth Fund/VA
          Aetna Small Company VP                       Oppenheimer Main Street Growth & Income Fund/VA
          AIM V.I. Capital Appreciation Fund           Oppenheimer Strategic Bond Fund/VA
          AIM V.I. Growth Fund                         Portfolio Partners MFS Emerging Equities Portfolio
          AIM V.I. Growth and Income Fund              Portfolio Partners MFS Research Growth Portfolio
          AIM V.I. Value Fund                          Portfolio Partners MFS Value Equity Portfolio
          Fidelity VIP Equity -Income Portfolio        Portfolio Partners Scudder International Growth Portfolio
</TABLE>




GMC-VA-98(NY)I-3                     Page 3
<PAGE>


Guaranteed Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Rate

          3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Transfers

          An unlimited number of Transfers are allowed during the Accumulation
          Period. Aetna allows 12 free Transfers in any Account Year.
          Thereafter, Aetna reserves the right to charge $10 for each subsequent
          Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

          For each withdrawal, the Deferred Sales Charge will be determined as
          follows:

<TABLE>
<CAPTION>
                                                           Deferred Sales Charge
          Length of Time from Receipt of                     (as percentage of
              Purchase Payment (Years)                        Purchase Payment)
          ----------------------------------------------------------------------
          <S>                                                        <C>
          Less than 1 year                                           3%

          More than 1 but less than 2 years                          2%

          More than 2 but less than 3 years                          1%

          More than 3 years                                          0%
</TABLE>


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)I-3                     Page 4
<PAGE>


                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------

Charges to Separate Account

          A daily charge is deducted at an annual effective rate of 1.25% for
          mortality and expense risks in the Annuity Period. The administrative
          charge is established upon election of an Annuity Payout Option. This
          charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

          If a variable Annuity Payment is chosen, an AIR of 5.0% may be
          elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

          If the portion of a variable Annuity Payment for any Subaccount is not
          to decrease, the annuity return factor under the Separate Account for
          that Subaccount must be:

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

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

Transfers

          When a variable Annuity Payment has been elected, four free Transfers
          are allowed each Account Year among the Subaccounts available during
          the Annuity Period. Thereafter, Aetna reserves the right to charge $10
          for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

          3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)I-3                     Page 5
<PAGE>


                         Schedule - Accumulation Period

Option Package
- --------------------------------------------------------------------------------

Option Package Selected - A different Schedule - Accumulation Period will apply
depending upon the Option Package selected. (See Section IV - OPTION PACKAGES.)

          Option Package III was selected.

Schedule Effective Date

          June 1, 1998

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

Separate Account

          Variable Annuity Account B

Charges to Separate Account

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

<TABLE>
               <S>                                         <C>
               Administrative Charge                       0.15%

               Mortality and Expense Risk Charge           1.25%
                                                           -----

               Total Separate Account Charges              1.40%
</TABLE>

Separate Account Funds:

During the Accumulation Period the funds available with this contract are:

<TABLE>
          <S>                                          <C>
          Aetna Balanced VP, Inc.
          Aetna Bond VP                                Janus Aspen Aggressive Growth Portfolio
          Aetna Growth VP                              Janus Aspen Balanced Portfolio
          Aetna Growth and Income VP                   Janus Aspen Growth Portfolio
          Aetna Index Plus Large Cap VP                Janus Aspen Worldwide Growth Portfolio
          Aetna International VP                       MFS Total Return Series
          Aetna Money Market VP                        Mitchell Hutchins Growth and Income Portfolio
          Aetna Real Estate Securities VP              Mitchell Hutchins Tactical Allocation Portfolio
          Aetna Small Company VP                       Mitchell Hutchins Small Cap Portfolio
          AIM V.I. Capital Appreciation Fund           Oppenheimer Aggressive Growth Fund/VA
          AIM V.I. Growth Fund                         Oppenheimer Main Street Growth & Income Fund/VA
          AIM V.I. Growth and Income Fund              Oppenheimer Strategic Bond Fund/VA
          AIM V.I. Value Fund                          Portfolio Partners MFS Emerging Equities Portfolio
          Fidelity VIP Equity -Income Portfolio        Portfolio Partners MFS Research Growth Portfolio
          Fidelity VIP High Income Portfolio           Portfolio Partners MFS Value Equity Portfolio
          Fidelity VIP II Contrafund Portfolio         Portfolio Partners Scudder International Growth Portfolio
</TABLE>




GMC-VA-98(NY)I-3(MH)                 Page 3
<PAGE>


Guaranteed Account
- --------------------------------------------------------------------------------

Minimum Guaranteed Rate

          3.0% (effective annual rate of return)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Transfers

          An unlimited number of Transfers are allowed during the Accumulation
          Period. Aetna allows 12 free Transfers in any Account Year.
          Thereafter, Aetna reserves the right to charge $10 for each subsequent
          Transfer.

Maintenance Fee

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

                   Schedule - Accumulation Period (continued)

Separate Account and Guaranteed Account
- --------------------------------------------------------------------------------

Deferred Sales Charge

          For each withdrawal, the Deferred Sales Charge will be determined as
          follows:

<TABLE>
<CAPTION>
                                                           Deferred Sales Charge
          Length of Time from Receipt of                     (as percentage of
              Purchase Payment (Years)                        Purchase Payment)
          ----------------------------------------------------------------------
          <S>                                                        <C>
          Less than 1 year                                           3%

          More than 1 but less than 2 years                          2%

          More than 2 but less than 3 years                          1%

          More than 3 years                                          0%
</TABLE>


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)I-3(MH)                 Page 4
<PAGE>


                            Schedule - Annuity Period

Separate Account - Variable Annuity Payment
- --------------------------------------------------------------------------------

Charges to Separate Account

          A daily charge is deducted at an annual effective rate of 1.25% for
          mortality and expense risks in the Annuity Period. The administrative
          charge is established upon election of an Annuity Payout Option. This
          charge will not exceed 0.25%.

Assumed Interest Rate (AIR) (Applicable only in the Annuity Period)

          If a variable Annuity Payment is chosen, an AIR of 5.0% may be
          elected. If 5.0% is not elected, Aetna will use an AIR of 3.5%.

          If the portion of a variable Annuity Payment for any Subaccount is not
          to decrease, the annuity return factor under the Separate Account for
          that Subaccount must be:

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

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

Transfers

          When a variable Annuity Payment has been elected, four free Transfers
          are allowed each Account Year among the Subaccounts available during
          the Annuity Period. Thereafter, Aetna reserves the right to charge $10
          for each subsequent Transfer.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

          3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.




GMC-VA-98(NY)I-3(MH)                 Page 5
<PAGE>


                                Table of Contents

I.        DEFINITIONS                                                       PAGE
          1.01   Account ..............................................        8
          1.02   Account Effective Date ...............................        8
          1.03   Account Value ........................................        8
          1.04   Account Year .........................................        8
          1.05   Accumulation Period ..................................        8
          1.06   Adjusted Account Value ...............................        8
          1.07   Annuitant ............................................        8
          1.08   Annuity Payment ......................................        8
          1.09   Annuity Payout Options ...............................        8
          1.10   Annuity Period .......................................        8
          1.11   Beneficiary ..........................................        9
          1.12   Certificate Holder ...................................        9
          1.13   Claim Date ...........................................        9
          1.14   Code .................................................        9
          1.15   Contract .............................................        9
          1.16   Contract Holder ......................................        9
          1.17   Contribution Period...................................        9
          1.18   Deferred Sales Charge.................................        9
          1.19   Dollar Cost Averaging  ...............................        9
          1.20   Fund(s) ..............................................       10
          1.21   General Account ......................................       10
          1.22   Guaranteed Account ...................................       10
          1.23   Guaranteed Rates - Guaranteed Account ................       10
          1.24   Guaranteed Term ......................................       10
          1.25   Guaranteed Term(s) Groups ............................       10
          1.26   Maintenance Fee ......................................       10
          1.27   Market Value Adjustment (MVA) ........................       11
          1.28   Matured Term Value ...................................       11
          1.29   Maturity Value Transfer ..............................       11
          1.30   Maturity Date ........................................       11
          1.31   Option Package .......................................       11
          1.32   Purchase Payment(s) ..................................       11
          1.33   Reinvestment .........................................       11
          1.34   Schedule Effective Date ..............................       11
          1.35   Separate Account .....................................       11
          1.36   Subaccount(s) ........................................       12
          1.37   Systematic Distribution Option .......................       12
          1.38   Transfers ............................................       12
          1.39   Withdrawal Value .....................................       12
          1.40   Valuation Date .......................................       12

II.       GENERAL PROVISIONS
          2.01   Change of Contract ...................................       12
          2.02   Change of Fund(s) ....................................       13
          2.03   Nonparticipating Contract ............................       13
          2.04   Payments and Elections  ..............................       13
          2.05   State Laws ...........................................       13
          2.06   Control of Contract  .................................       13
          2.07   Designation of Beneficiary  ..........................       14
          2.08   Misstatements and Adjustments  .......................       14
          2.09   Incontestability  ....................................       14
          2.10   Grace Period  ........................................       14
          2.11   Individual Certificates ..............................       14

GMC-VA-98(NY)                        Page 6
<PAGE>


III.      PURCHASE PAYMENT, ACCOUNT VALUE, AND WITHDRAWAL PROVISIONS
          3.01   Purchase Payment .....................................       14
          3.02   Certificate Holder's Account .........................       14
          3.03   Accumulation Units - Separate Account ................       15
          3.04   Net Investment Factor(s) - Separate Account ..........       15
          3.05   Accumulation Unit Value - Separate Account ...........       15
          3.06   Market Value Adjustment (MVA) ........................       15
          3.07   Transfer of Account Value from the Subaccount(s) or
                 Guaranteed Account During the Accumulation Period ....       16
          3.08   Notice to the Certificate Holder .....................       17
          3.09   Loans ................................................       17
          3.10   Systematic Distribution Options ......................       17
          3.11   Death Benefit Amount .................................       17
          3.12   Death Benefit Options Available to Beneficiary .......       18
          3.13   Liquidation of Withdrawal Value ......................       19
          3.14   Deferred Sales Charge ................................       19
          3.15   Payment of Withdrawal Value ..........................       19
          3.16   Payment of Adjusted Account Value ....................       19
          3.17   Reinstatement ........................................       19

IV.       OPTION PACKAGES
          4.01   Election of Option Packages ..........................       20
          4.02   Description of Option Package I ......................       20
          4.03   Description of Option Package II .....................       21
          4.04   Description of Option Package III ....................       23

V.        ANNUITY PAYOUT PROVISIONS
          5.01   Annuity Payout Options ...............................       25
          5.02   Annuity Payment Choices ..............................       26
          5.03   Terms of Annuity Payout Options ......................       27
          5.04   Death of Annuitant/Beneficiary .......................       27
          5.05   Annuity Units - Separate Account .....................       28
          5.06   Annuity Unit Value - Separate Account ................       28
          5.07   Annuity Net Return Factor(s) - Separate Account ......       28




GMC-VA-98(NY)                        Page 7
<PAGE>


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

1.01      Account:

               A record that identifies contract values accumulated on each
               Certificate Holder's behalf.

1.02      Account Effective Date:

               The date on which an Account is established on a Certificate
               Holder's behalf.

1.03      Account Value:

               As of the most recent Valuation Date, the Account Value is equal
               to the total of the Purchase Payment(s) made to the Account;

               (a)  Plus or minus the investment experience for the amount, if
                    any, allocated to one or more of the Subaccounts
               (b)  Plus interest added to the amount, if any, allocated to the
                    Guaranteed Account;
               (c)  Plus any additional amount deposited to the Account (see
                    Section IV - OPTION PACKAGES);
               (d)  Less the amount of any Maintenance Fee deducted;
               (e)  Less any additional fee(s), charges, or taxes, if
                    applicable, deducted;
               (f)  Less any amount(s) withdrawn; and
               (g)  Less any amount(s) applied to an Annuity Payout Option.

1.04      Account Year:

               A period of twelve months measured from the Account Effective
               Date or an anniversary of such Account Effective Date.

1.05      Accumulation Period:

               The period during which the Purchase Payment(s) are applied to an
               Account to provide future Annuity Payment(s).

1.06      Adjusted Account Value:

               The Account Value plus or minus the aggregate Market Value
               Adjustment (MVA), if applicable, for the amount(s) allocated to
               the Guaranteed Account (see Section III - Market Value
               Adjustment).

1.07      Annuitant:

               The person on whose death, during the Accumulation Period, a
               death benefit becomes payable and on whose life or life
               expectancy the Annuity Payments are based under the Certificate.

1.08      Annuity Payment:

               A series of payments for life, a definite period or a combination
               of the two. The Annuity Payments may be variable or fixed in
               amount or a combination of both.

1.09      Annuity Payout Options:

               The Certificate Holder may choose to receive Annuity Payments
               under one of the following options:

               (a)  For the life of one or two persons;
               (b)  For a stated period; or
               (c)  For some combination of (a) and (b).

1.10      Annuity Period:

               The period during which Annuity Payments are made.


GMC-VA-98(NY)                        Page 8
<PAGE>


1.11      Beneficiary:

               The individual(s) or entity entitled to receive any death benefit
               due under the Certificate. Any designated Beneficiary has the
               right to name another Beneficiary. If the Account is owned by
               joint Certificate Holders, the survivor will be deemed the
               designated Beneficiary and any other Beneficiary on record will
               then be treated as the primary or contingent Beneficiary, as
               originally designated, unless and until changed by the new
               designated Beneficiary.

1.12      Certificate Holder:

               A person who purchases an interest in this Contract as evidenced
               by a certificate. Aetna reserves the right to limit ownership to
               natural persons. If more than one Certificate Holder owns an
               Account, each Certificate Holder will be a joint Certificate
               Holder. Joint Certificate Holders have joint ownership rights and
               both must authorize exercising any ownership rights unless Aetna
               allows otherwise.

1.13      Claim Date:

               The date when proof of death and the Beneficiary's entitlement to
               the death benefit are received in good order at Aetna's home
               office. This is also the date that the excess of the death
               benefit over the Account Value, if any, is allocated to the money
               market fund available through the Separate Account.

1.14      Code:

               The Internal Revenue Code of 1986, as it may be amended from time
               to time.

1.15      Contract:

               This agreement between Aetna and the Contract Holder.

1.16      Contract Holder:

               The entity to which the Contract is issued.

1.17      Contribution Period:

               A day, a calendar week, a calendar month, a calendar quarter, or
               any other period of time specified by Aetna during which a
               Purchase Payment(s), Transfer(s) and/or Reinvestment(s) may be
               allocated to one or more Guaranteed Account Guaranteed Terms.
               Aetna reserves the right to shorten or to extend the Contribution
               Period.

               During a Contribution Period, Aetna may offer any number of
               Guaranteed Terms and more than one Guaranteed Term of the same
               duration may be offered.

1.17      Deferred Sales Charge:

               The charge that is applied to a Purchase Payment(s) upon
               withdrawal. This charge will be waived under certain
               circumstances or after a certain length of time (see Section III
               - Deferred Sales Charge).

1.19      Dollar Cost Averaging:

               A program that permits the Certificate Holder to systematically
               transfer amounts from one of the available Subaccounts, or an
               available Guaranteed Account Guaranteed Term, to one or more of
               the Subaccounts. If the Certificate Holder elects a Guaranteed
               Account Guaranteed Term available for Dollar Cost Averaging, no
               MVA applies to amounts transferred under Dollar Cost Averaging.
               If Dollar Cost Averaging from a Guaranteed Account Guaranteed
               Term is discontinued before the end of the Dollar Cost Averaging
               period elected, Aetna will automatically transfer the balance to
               a Guaranteed Term of the same duration and an MVA will apply. The
               Certificate Holder may initiate a Transfer to another investment
               option and an MVA will apply. If a Guaranteed Term of the same
               duration is not available, Aetna will transfer the amount to the
               Guaranteed Term with the next shortest duration. If no shorter
               Guaranteed Term is available, the next longer Guaranteed Term
               will be used. Aetna reserves the right to establish and change
               terms and conditions governing Dollar Cost Averaging.


GMC-VA-98(NY)                        Page 9
<PAGE>


1.20      Fund(s):

               The open-end registered management investment companies whose
               shares are purchased by the Separate Account to fund the benefits
               provided by the Contract.

               The Funds, and the number of Funds, available during the
               Accumulation Period may be different from those available during
               the Annuity Period. Aetna reserves the right to limit the number
               of Funds available at any one time and to limit the number of
               investment options the Certificate Holder may select during the
               Accumulation Period and/or during the Annuity Period.

1.21      General Account:

               The account holding the assets of Aetna, other than those assets
               held in Aetna's separate accounts.

1.22      Guaranteed Account:

               A nonunitized separate account, established by Aetna under
               Section 38a-433 of the Connecticut General Statutes, that holds
               assets for Guaranteed Terms. There are no discrete units for this
               account. The Certificate Holder does not participate in any gain
               or loss resulting from the performance of the investments held in
               the account. Income, gains or losses realized or unrealized, are
               gains or losses of Aetna. Aetna liabilities, except for
               liabilities under this Contract and reserves required by federal
               and state law, may not be charged against the nonunitized
               separate account.

1.23      Guaranteed Rates - Guaranteed Account:

               Aetna will declare the interest rate(s) applicable to a specific
               Guaranteed Term at the start of the Contribtion Period for that
               Guaranteed Term. The rate(s) are guaranteed by Aetna for the
               period beginning with the first day of the Contribution Period
               and ending on the Maturity Date. Guaranteed Rates are credited
               beginning with the date of allocation. The Guaranteed Rates are
               annual effective yields. That is, interest is credited daily at a
               rate that will produce the Guaranteed Rate over the period of a
               year. No Guaranteed Rate will ever be less than the minimum
               Guaranteed Rate shown on the Schedule - Accumulation Period.

               For Guaranteed Terms of one year or less, one Guaranteed Rate is
               credited for the full Guaranteed Term. For longer Guaranteed
               Terms, an initial Guaranteed Rate is credited from the date of
               deposit to the end of a specified period within the Guaranteed
               Term. There may be different Guaranteed Rate(s), which are higher
               than the initial Guaranteed Rate, declared for subsequent
               specified time intervals throughout the Guaranteed Term.

               Aetna may offer more than one Guaranteed Term of the same
               duration and credit one with a higher rate contingent upon use
               only with Dollar Cost Averaging.

1.24      Guaranteed Term:

               The period of time specified by Aetna for which a specific
               Guaranteed Rate(s) is offered on amounts invested during a
               specific Contribution Period. Guaranteed Terms are made available
               subject to Aetna's terms and conditions, including, but not
               limited to, Aetna's right to restrict allocations to new Purchase
               Payments (such as by prohibiting Transfers into a particular
               Guaranteed Term from any other Guaranteed Term or from any of the
               Subaccounts, or by prohibiting Reinvestment of a Matured Term
               Value to a particular Guaranteed Term). More than one Guaranteed
               Term of the same duration may be offered within the Contract.

1.25      Guaranteed Term(s) Groups:

               All Guaranteed Account Guaranteed Term(s) of the same duration
               (from the close of the Contribution Period until the designated
               Maturity Date).

1.26      Maintenance Fee:

               The Maintenance Fee (see Schedule - Accumulation Period) will be
               deducted during the Accumulation Period from the Account Value on
               each anniversary of the Account Effective Date and upon
               withdrawal of the entire Account.


GMC-VA-98(NY)                        Page 10
<PAGE>


1.27      Market Value Adjustment (MVA):

               An adjustment that will apply to an amount withdrawn or
               transferred from a Guaranteed Account Guaranteed Term prior to
               the end of that Guaranteed Term. This adjustment will be applied
               except as outlined in Section 3.06 (b) Market Value Adjustment.
               The adjustment reflects the change in the value of the investment
               due to changes in interest rates since the date of deposit and is
               computed using the formula given. The adjustment is expressed as
               a percentage of each dollar being withdrawn (see Section III-
               Market Value Adjustment).

1.28      Matured Term Value:

               The amount due on a Guaranteed Account Guaranteed Term's Maturity
               Date.

1.29      Maturity Value Transfer:

               During the calendar month following a Guaranteed Account Maturity
               Date, the Certificate Holder may notify Aetna's home office in
               writing to Transfer or withdraw all or part of the Matured Term
               Value, plus accrued interest at the new Guaranteed Rate, from the
               Guaranteed Account without an MVA. This provision only applies to
               the first such written request received from the Certificate
               Holder during this period for any Matured Term Value.

1.30      Maturity Date:

               The last day of a Guaranteed Account Guaranteed Term.

1.31      Option Package:

               The version of the Contract selected which defines, among other
               things, the amount of the mortality and expense risk charge, the
               calculation of the death benefit, and the availability of certain
               withdrawals without imposition of a Deferred Sales Charge.

1.32      Purchase Payment(s):

               The Purchase Payment(s) less premium taxes, if applicable,
               accepted by Aetna at its home office. Aetna reserves the right to
               refuse to accept any Purchase Payment at any time for any reason.
               No advance notice will be given to the Contract Holder or
               Certificate Holder.

1.33      Reinvestment:

               Aetna will mail a notice to the Certificate Holder at least 18
               and not more than 45 calendar days before a Guaranteed Term's
               Maturity Date. This notice will contain the Terms available
               during current Contribution Periods with their Guaranteed
               Rate(s), and projected Matured Term Value. If no specific
               direction is given by the Certificate Holder prior to the
               Maturity Date, each Matured Term Value will be reinvested in the
               current Contribution 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 Contribution Period for the next
               shortest Guaranteed Term available. If no shorter Guaranteed Term
               is available, the next longer Guaranteed Term will be used. Aetna
               will mail a confirmation statement to the Certificate Holder the
               next business day after the Maturity Date. This notice will state
               the Guaranteed Term and Guaranteed Rate(s) which will apply to
               the reinvested Matured Term Value.

1.34      Schedule Effective Date:

               The date that an Option Package becomes effective. This date is
               indicated on the Schedule - Accumulation Period. At initial
               purchase, this date is the same as the Account Effective Date.

1.35      Separate Account:

               A separate account that buys and holds shares of the Fund(s).
               Income, gains or losses, realized or unrealized, are credited or
               charged to the Separate Account without regard to other income,
               gains or losses of Aetna. Aetna owns the assets held in the
               Separate Account and is not a trustee as to such amounts. The
               Separate Account generally is not guaranteed and is held at
               market value. The assets of the Separate Account, to the extent
               of reserves and other contract liabilities of the Separate
               Account, shall not be charged with other Aetna liabilities.


GMC-VA-98(NY)                        Page 11
<PAGE>


1.36      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.

1.37      Systematic Distribution Option:

               An option elected by the Certificate Holder during the
               Accumulation Period which establishes a schedule of withdrawals
               to be made automatically from the Certificate Holder's Account.

1.38      Transfers:

               The movement of invested amounts among the available
               Subaccount(s) and/or any Guaranteed Account Guaranteed Term made
               available, subject to terms and conditions established by Aetna,
               during the Accumulation Period or the Annuity Period.

1.39      Withdrawal Value:

               The amount payable by Aetna upon the withdrawal of any portion of
               an Account.

1.40      Valuation Date:

               The date and time in which Aetna calculates the net asset value
               of the Subaccount, usually from 4:00 p.m. Eastern time each day
               the New York Stock Exchange is open, to 4:00 p.m. the next such
               business day.

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

2.01      Change of Contract:

               Only an authorized officer of Aetna may change the terms of this
               Contract. Aetna will notify the Contract Holder in writing at
               least 30 days before the effective date of any change. Any change
               will not affect the amount or terms of any Annuity Payout Option
               which begins before the change.

               Aetna may make any change that affects the Market Value
               Adjustment (see Section III- Market Value Adjustment) with at
               least 30 days advance written notice to the Contract Holder and
               the Certificate Holder. Any such change shall become effective
               for any new Guaranteed Term and will apply only to new
               Certificate Holders.

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

               (a)  Account Value
               (b)  Guaranteed Rates - Guaranteed Account
               (c)  Purchase Payment
               (d)  Withdrawal Value
               (e)  Transfers
               (f)  Net Investment Factor(s) - Separate Account (see Section
                    III)
               (g)  Minimum Guaranteed Interest Rates (see Section V)
               (h)  Annuity Unit Value - Separate Account (see Section V)
               (i)  Annuity Payout Options (see Section V).


GMC-VA-98(NY)                        Page 12
<PAGE>


2.01      Change of Contract (Cont'd):

               Any Account established on or after the effective date of any
               change will be subject to the change. The Contract may also be
               changed as deemed necessary by Aetna to comply with federal or
               state law.

2.02      Change of Fund(s):

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

               Any elimination, substitution or addition of funds will be done
               in accordance with federal securities laws and are subject to the
               approval of the Superintendent of the New York Insurance
               Department and Aetna will notify the Contract Holder of such
               change.

2.03      Nonparticipating Contract:

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

2.04      Payments and Elections:

               While the Certificate Holder is living, Aetna will pay the
               Certificate Holder any Annuity Payments as and when due. After
               the Certificate Holder's death, or at the death of the first
               Certificate Holder if the Account is owned jointly, any Annuity
               Payments required to be made will be paid in accordance with
               Section V - Death of Annuitant/Beneficiary. Aetna will determine
               other payments and/or elections as of the end of the Valuation
               Date in which the request is received at its home office. Such
               payments will be made within seven calendar days of receipt at
               its home office of a written claim for payment which is in good
               order, except as provided in Section III - Payment of Withdrawal
               Value.

2.05      State Laws:

               The Contract and Certificate comply with the laws of the state in
               which they are delivered. Any withdrawal, death benefit amount,
               or Annuity Payments are equal to or greater than the minimum
               required by such laws. Annuity tables for legal reserve valuation
               shall be as required by state law. Such tables may be different
               from annuity tables used to determine Annuity Payments.

2.06      Control of Contract:

               This is a Contract between the Contract Holder and Aetna. The
               Contract Holder has title to the Contract. Contract Holder rights
               are limited to accepting or rejecting Contract modifications.
               Nothing in the group annuity Contract invalidates or impairs any
               right granted to the Certificate Holder. The Certificate Holder
               has all other rights to amounts held in his or her Account.

               Each Certificate Holder shall own all amounts held in his or her
               Account. Each Certificate Holder may make any choices allowed by
               this Contract for his or her Account. Choices made under this
               Contract must be in writing. If the Account is owned jointly,
               both joint Certificate Holders must authorize any Certificate
               Holder change in writing. Until receipt of such choices at
               Aetna's home office, Aetna may rely on any previous choices made.

               The Contract is not subject to the claims of any creditors of the
               Contract Holder or the Certificate Holder, except to the extent
               permitted by law.

               The Certificate Holder may assign or transfer his or her rights
               under the Contract. Aetna reserves the right not to accept
               assignment or transfer to a nonnatural person. Any assignment or
               transfer made under the Contract must be submitted to Aetna's
               home office in writing and will not be effective until accepted
               by Aetna.


GMC-VA-98(NY)                        Page 13
<PAGE>


2.07      Designation of Beneficiary:

               Each Certificate Holder shall name his or her Beneficiary and
               when designating the Beneficiary may elect to specify in writing
               the form of payment to the Beneficiary. Aetna will honor the
               specified form of payment to the extent permitted under section
               72(s) of the Code. If the Account is owned jointly, both joint
               Certificate Holders must agree in writing to the Beneficiary
               designated. The Beneficiary may be changed at any time. Changes
               to a Beneficiary must be submitted to Aetna's home office in
               writing and will not be effective until accepted by Aetna. If the
               Account is owned jointly, at the death of one joint Certificate
               Holder, the survivor will be deemed the designated Beneficiary;
               any other Beneficiary on record will then be treated as a primary
               or a contingent Beneficiary, as originally designated unless and
               until changed by the new designated Beneficiary. If a designated
               Beneficiary defers taking payment of a death benefit, the
               designated Beneficiary has the right to name another Beneficiary.

2.08      Misstatements and Adjustments:

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

2.09      Incontestability:

               After two years, the Contract will be incontestable.

2.10      Grace Period:

               The Contract will remain in effect even if Purchase Payments are
               not continued except as provided in the Payment of Adjusted
               Account Value provision (see Section III - Payment of Adjusted
               Account Value).

2.11      Individual Certificates:

               Aetna shall issue a certificate to each Certificate Holder. The
               certificate contains all provisions of the Contract.

III.      PURCHASE PAYMENT, ACCOUNT VALUE, AND WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------

3.01      Purchase Payment:

               This amount is the actual Purchase Payment. Aetna reserves the
               right to pay premium taxes when due and deduct the amount from
               the Account Value when we pay the tax or at a later date.

               Each Purchase Payment will be allocated, as directed by the
               Certificate Holder, among:

               (a)  Guaranteed Account Guaranteed Terms made available, subject
                    to terms and conditions established by Aetna; and/or

               (b)  The Subaccount(s) offered through the Separate Account.

               For each Purchase Payment, the Certificate Holder shall tell
               Aetna the percentage of each Purchase Payment to allocate to any
               available Guaranteed Account Guaranteed Term and/or each
               Subaccount. Unless different allocation instructions are received
               for any additional Purchase Payment, the allocation will be the
               same as for the initial Purchase Payment. If the same Guaranteed
               Term is no longer available, the Purchase Payment will be
               allocated to the next shortest Guaranteed Term available in the
               current Deposit Period. If no shorter Guaranteed Term is
               available, the next longer Guaranteed Term will be used.

3.02      Certificate Holder's Account:

               Aetna will maintain an Account for each Certificate Holder.

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


GMC-VA-98(NY)                        Page 14
<PAGE>


3.03      Accumulation Units - Separate Account:

               The portion of the Purchase Payment(s) applied to each Subaccount
               under the Separate Account will determine the number of
               accumulation units for that Subaccount. This number is equal to
               the portion of the Purchase Payment(s) applied to each Subaccount
               divided by the accumulation unit value (see Section III -
               Accumulation Unit Value - Separate Account) for the Valuation
               Date in which the Purchase Payment is received in good order at
               Aetna's home office.

3.04      Net Investment Factor(s) - Separate Account:

               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 Date
               is equal to the sum of 1.0000 plus the net investment rate. The
               net investment rate equals:

               (a)  The net assets of the Subaccount on the current Valuation
                    Date, minus
               (b)  The net assets of 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 for
                    mortality and expense risks as stated in the Schedule -
                    Accumulation Period and Schedule - Annuity Period, and an
                    administrative charge of 0.15% (unless reduced or
                    eliminated) during the Accumulation Period and up to 0.25%
                    during the Annuity Period (currently 0% during the Annuity
                    Period).

               The net investment rate may be either positive or negative.

3.05      Accumulation Unit Value - Separate Account:

               An accumulation unit value is computed by multiplying the net
               investment factor for the current Valuation Date by the
               accumulation unit value for the previous Valuation Date. The
               dollar value of accumulation units, Separate Account assets, and
               variable Annuity Payments may go up or down due to investment
               gain or loss.

3.06      Market Value Adjustment (MVA):

               An MVA will apply to any withdrawal from the Guaranteed Account
               before the end of a Guaranteed Term when the withdrawal is:

               (a)  A Transfer (including a Transfer from a Guaranteed Account
                    Guaranteed Term if Dollar Cost Averaging is discontinued);
                    except for Transfers under Dollar Cost Averaging, or as
                    specified in Section I - Maturity Value Transfer;
               (b)  A full or partial withdrawal (including a free withdrawal,
                    see Section III - Deferred Sales Charge), except for a
                    payment made:
                    (1)  Under a Systematic Distribution Option, or
                    (2)  Under a qualified Contract, when the amount withdrawn
                         is equal to the required minimum distribution for the
                         Account calculated using a method permitted under the
                         Code and agreed to by Aetna; or
               (c)  Due to an election of Annuity Payout Option 1. Only a
                    positive MVA will apply upon election of Annuity Payout
                    Option 2 or 3 (see Section V - Annuity Payout Options).

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

               (a)  The aggregate MVA amount which is the sum of all market
                    value adjusted amounts resulting from a withdrawal(s). This
                    total may be greater or less than the Account Value of those
                    amounts; or
               (b)  The applicable portion of the Account Value in the
                    Guaranteed Account.

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


GMC-VA-98(NY)                        Page 15
<PAGE>


3.06      Market Value Adjustment (MVA) (Cont'd):

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

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

               Where:

                    i    is the Contribution Period yield

                    j    is the current yield

                    x    is the number of days remaining in the Guaranteed Term,
                         computed from Wednesday of the week of withdrawal.

               The Contribution Period yield will be determined as follows:

               (a)  At the close of the last business day of each week of the
                    Contribution Period, a yield will be computed as the average
                    of the yields on that day of U.S. Treasury Notes which
                    mature in the last three months of the Guaranteed Term.

               (b)  The Contribution Period yield is the average of those yields
                    for the Contribution Period. If withdrawal is made before
                    the close of the Contribution Period, it is the average of
                    those yields on each week preceding withdrawal.

               The current yield is the average of the yields for the remaining
               period in the guaranteed term on the last business day of the
               week preceding withdrawal on the same U.S. Treasury Notes
               included in the Contribution Period yield.

               In the event that no U.S. Treasury Notes which mature in the last
               three months of the Guaranteed Term exist, Aetna reserves the
               right to use the U.S. Treasury Notes that mature in the following
               quarter.

3.07      Transfer of Account Value from the Subaccount(s) or Guaranteed Account
          During the Accumulation Period:

               Before an Annuity Payout Option is elected, all or any portion of
               the Adjusted Account Value of the Certificate Holder's Account
               may be transferred from any Subaccount or Guaranteed Term of the
               Guaranteed Account:

               (a)  To any other Subaccount; or

               (b)  To any Guaranteed Term of the Guaranteed Account made
                    available in the current Contribution Period, subject to
                    terms and conditions specified by Aetna.

               Transfer requests can be submitted as a percentage or as a dollar
               amount. Aetna may establish a minimum transfer amount. Within a
               Guaranteed Term Group, the amount to be withdrawn or transferred
               will be withdrawn first from the oldest Contribution Period, then
               from the next oldest, and so on until the amount requested is
               satisfied.

               The Certificate Holder may make an unlimited number of Transfers
               during the Accumulation Period. The number of free Transfers
               allowed by Aetna is shown on the Schedule - Accumulation Period.
               Additional Transfers may be subject to a Transfer fee as shown on
               the Schedule - Accumulation Period.


GMC-VA-98(NY)                        Page 16
<PAGE>


3.07      Transfer of Account Value from the Subaccount(s) or Guaranteed Account
          During the Accumulation Period (Cont'd):

               Amounts transferred from the Guaranteed Account under the Dollar
               Cost Averaging program, or amounts transferred as a Matured Term
               Value on or within one calendar month of a Maturity Date do not
               count against the annual Transfer limit.

               Amounts allocated to Guaranteed Account Guaranteed Terms may not
               be transferred to the Subaccounts or to another Guaranteed Term
               during a Contribution Period or for 90 days after the close of a
               Contribution Period except for:

               (a)  Matured Term Value(s) during the calendar month following
                    the Maturity Date;
               (b)  Amounts applied to an Annuity Payout Option;
               (c)  Amounts transferred under the Dollar Cost Averaging program;
               (d)  Amounts distributed under a Systematic Distribution Option;
                    and
               (e)  Amounts transferred by Aetna if Dollar Cost Averaging is
                    discontinued.

3.08      Notice to the Certificate Holder:

               The Certificate Holder will receive quarterly statements from
               Aetna of:

               (a)  The value of any amounts held in:

                    (1)  The Guaranteed Account; and
                    (2)  The Subaccount(s) under the Separate Account;

               (b)  The number of any accumulation units; and

               (c)  The accumulation unit value;

               (d)  The amount available to provide a paid-up annuity benefit;
                    and
               (e)  The amount available for withdrawal (may be subject to a DSC
                    or an MVA).

3.09      Loans:

               Loans are not available under this Contract.

3.10      Systematic Distribution Options:

               Aetna may, from time to time, make one or more Systematic
               Distribution Options available during the Accumulation Period.
               When a Systematic Distribution Option is elected, Aetna will make
               automatic payments from the Certificate Holder's Account. No
               Deferred Sales Charge or MVA will apply to the automatic payments
               made under a Systematic Distribution Option.

               Any Systematic Distribution Option will be subject to the
               following criteria:

               (a)  Any Systematic Distribution Option will be made available on
                    the basis of objective criteria consistently applied;

               (b)  The availability of any Systematic Distribution Option may
                    be limited by terms and conditions applicable to the
                    election of such Systematic Distribution Option; and

               (c)  Aetna may discontinue the availability of a Systematic
                    Distribution Option at any time. Except to the extent
                    required to comply with applicable law, discontinuance of a
                    Systematic Distribution Option will apply only to future
                    elections and will not affect Systematic Distribution
                    Options in effect at the time an option is discontinued.

3.11      Death Benefit Amount:

               The amount of the death benefit is described in Section IV -
               OPTION PACKAGES.


GMC-VA-98(NY)                        Page 17
<PAGE>


3.12      Death Benefit Options Available to Beneficiary:

               Prior to any election, or until amounts must be otherwise
               distributed under this section, the Account Value will be
               retained in the Account. The Beneficiary has the right to
               allocate or reallocate any amount to any of the available
               investment options (subject to an MVA, if applicable). If the
               Certificate Holder has specified the form of payment to the
               Beneficiary, the death benefit will be paid as elected by the
               Certificate Holder in the Beneficiary designation, to the extent
               permitted by section 72(s) of the Code. If the Certificate Holder
               has not specified a form of payment, the Beneficiary may elect
               one of the following options.

               (a)  When the Certificate Holder is the Annuitant or when the
                    Certificate Holder is a nonnatural person, and the Annuitant
                    dies:

                    (1)  If the Beneficiary is the surviving spouse, the spousal
                         Beneficiary will be the successor Certificate Holder
                         and may exercise all Certificate Holder rights under
                         the Contract and continue in the Accumulation Period,
                         or may elect (i) or (ii) below. Under the Code,
                         distributions from the Account are not required until
                         the spousal Beneficiary's death. The spousal
                         Beneficiary may elect to:

                         (i)  Apply some or all of the Adjusted Account Value to
                              an Annuity Payout Option (see Section V); or

                         (ii) Receive, at any time, a lump sum payment equal to
                              the Adjusted Account Value.

                    (2)  If the Beneficiary is other than the surviving spouse,
                         then options (i) or (ii) above apply. Any portion of
                         the Adjusted Account Value not applied to an Annuity
                         Payout Option within one year of the death must be
                         distributed within five years of the date of death.

                    (3)  If no Beneficiary exists, a lump sum payment equal to
                         the Adjusted Account Value must be made to the
                         Annuitant's estate within five years of the date of
                         death.

                    (4)  If the Beneficiary is an entity, a lump sum payment
                         equal to the Adjusted Account Value must be made within
                         five years of the date of death, unless otherwise
                         permitted by IRS regulation or ruling.

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

                    (1)  If the Beneficiary is the Certificate Holder's
                         surviving spouse, the spousal Beneficiary will be the
                         successor Certificate Holder and may exercise all
                         Certificate Holder rights under the Contract and
                         continue in the Accumulation Period, or may elect (i)
                         or (ii) below. Under the Code, distributions from the
                         Account are not required until the spousal
                         Beneficiary's death. The spousal Beneficiary may elect
                         to:

                         (i)  Apply some or all of the Adjusted Account Value to
                              an Annuity Payout Option (see Section V); or

                         (ii) Receive, at any time, a lump sum payment equal to
                              the Withdrawal Value.

                    (2)  If the Beneficiary is other than the Certificate
                         Holder's surviving spouse, then options (i) or (ii)
                         under (1) above apply. Any portion of the death benefit
                         not applied to an Annuity Payout Option within one year
                         of the Certificate Holder's death must be distributed
                         within five years of the date of death.

                    (3)  If no Beneficiary exists, a lump sum payment equal to
                         the Withdrawal Value must be made to the Certificate
                         Holder's estate within five years of the date of death.

                    (4)  If the Beneficiary is an entity, a lump sum payment
                         equal to the Withdrawal Value must be made within five
                         years of the date of death, unless otherwise permitted
                         by IRS regulation or ruling.

               (c)  When the Certificate Holder is a natural person and not the
                    Annuitant and the Annuitant dies, the Beneficiary (or the
                    Certificate Holder if no Beneficiary exists) may elect to:

                    (1)  Apply all or some of the Adjusted Account Value to an
                         Annuity Payout Option within 60 days of the date of
                         death; or

                    (2)  Receive a lump sum payment equal to the Adjusted
                         Account Value.


GMC-VA-98(NY)                        Page 18
<PAGE>


3.13      Liquidation of Withdrawal Value:

               All or any portion of the Account Value may be withdrawn at any
               time. Withdrawal requests may be submitted as a percentage of the
               Account Value or as a specific dollar amount. Purchase Payment
               amounts are withdrawn first, and then the excess value, if any.
               Partial withdrawal amounts are withdrawn on a pro rata basis from
               the Subaccount(s) and/or the Guaranteed Term(s) Groups of the
               Guaranteed Account in which the Account Value is invested. Within
               a Guaranteed Term Group, the amount to be withdrawn or
               transferred will be withdrawn first from the oldest Contribution
               Period, then from the next oldest, and so on until the amount
               requested is satisfied.

               After deduction of the Maintenance Fee, if applicable, the
               withdrawn amount shall be reduced by a Deferred Sales Charge, if
               applicable. An MVA may apply to amounts withdrawn from the
               Guaranteed Account.

3.14      Deferred Sales Charge:

               The Deferred Sales Charge only applies to the Purchase Payment(s)
               portion withdrawn and varies according to the elapsed time since
               deposit (see Schedule - Accumulation Period). Purchase Payment
               amounts are withdrawn in the same order they were applied.

               No Deferred Sales Charge is deducted from any portion of the
               Purchase Payment which is paid:

               (a)  To a Beneficiary due to the Annuitant's death before Annuity
                    Payments start, up to a maximum of the aggregate Purchase
                    Payment(s) minus the total of all partial surrenders,
                    amounts applied to an Annuity Payout Option and deductions
                    made prior to the Annuitant's date of death;

               (b)  For an Annuity Payout Option (see Section V);

               (c)  As a distribution under a Systematic Distribution Option;

               (d)  For a full withdrawal of the Account where the Account Value
                    is $2,500 or less and no withdrawals have been taken from
                    the Account within the prior 12 months;

               (e)  By Aetna under Section III - Payment of Adjusted Account
                    Value;

               (f)  Under a qualified Contract when the amount withdrawn is
                    equal to the minimum distribution required by the Code for
                    the Account, calculated using a method permitted under the
                    Code and agreed to by Aetna;

               (g)  As a free withdrawal as described in Section IV - OPTION
                    PACKAGES; or

3.15      Payment of Withdrawal Value:

               Under certain emergency conditions, Aetna may defer payment:

               (a)  For a period of up to six months (unless not allowed by
                    state law); or
               (b)  As provided by federal law.

3.16      Payment of Adjusted Account Value:

               Upon 90 days written notice to the Certificate Holder, Aetna will
               terminate any Account if the Account Value becomes less than
               $2,000 immediately following any partial withdrawal and provided
               no Purchase Payments have been made in three years. Aetna does
               not intend to exercise this right in cases where an Account is
               reduced to $2,000 or less solely due to investment performance. A
               Deferred Sales Charge will not be deducted from the Adjusted
               Account Value.

3.17      Reinstatement:

               The Certificate Holder may reinstate the proceeds of a full
               withdrawal, subject to terms and conditions established by Aetna.


GMC-VA-98(NY)                        Page 19
<PAGE>


IV.       OPTION PACKAGES
- --------------------------------------------------------------------------------

The Contract offers three Option Packages regarding calculation of the death
benefit and the ability to withdraw money free of Deferred Sales Charge. The
Option Package selected is reflected in the Schedule-Accumulation Period
attached to the Certificate. At initial purchase, the Schedule Effective Date is
the same as the Account Effective Date. If, at a later date, the Certificate
Holder wishes to replace the current Option Package with another available
Option Package, the Certificate Holder may do so upon any anniversary of the
Account Effective Date.

A different Schedule-Accumulation Period may apply to each Certificate Holder
depending upon the Option Package selected.

Below is a description of the ability to elect other Option Packages and the
contractual provisions of each Option Package.

4.01      Election of Option Packages:

               Any Certificate Holder, who meets the applicable minimum Account
               Value required by Aetna, may elect to replace the Option Package
               in effect with one of the other available Option Packages. The
               eligible Certificate Holder may make the election during the
               sixty day period prior to and including any anniversary of the
               Account Effective Date. Such election must be made in writing and
               received in good order at Aetna's home office during the election
               period.

               The effective date of the newly elected Option Package is the
               anniversary of the Account Effective Date at the end of the sixty
               day election period. Aetna will issue another Schedule reflecting
               the new Option Package chosen. The new Schedule will reflect the
               revisions to the Certificate Holder's benefits during the
               Accumulation Period, namely:

                    The new Schedule Effective Date,
                    The revised Charges to Separate Account,
                    The calculation of the death benefit, and
                    The revised ability to withdraw money free of Deferred Sales
                    Charge

               All other Contract features remain in effect from the Account
               Effective Date.

4.02      Description of Option Package I:

Deferred Sales Charge:

               In addition to the events described in Section III - Deferred
               Sales Charge, the total amount that may be withdrawn each Account
               Year without a Deferred Sales Charge cannot exceed 10% of the
               Account Value less:

               (1)  Any amount(s) withdrawn and/or requested for withdrawal
                    under a Systematic Distribution Option, or

               (2)  Any amount(s) taken as a minimum required distribution as
                    described in Section III - Deferred Sales Charge.

Death Benefit Calculation During the Accumulation Period:

               If the Certificate Holder or Annuitant dies before an Annuity
               Payout Option starts, the Beneficiary is entitled to a death
               benefit. If the Account is owned jointly, the death benefit
               applies at the death of the first joint Certificate Holder to
               die. The amount of the death benefit is determined as follows:

               (a)  Death of the Annuitant.

                    The death benefit is the greater of:

                    (1)  The sum of all Purchase Payment(s) made, adjusted for
                         amount(s) withdrawn or applied to an Annuity Payout
                         Option as of the Claim Date; or

                    (2)  The Account Value on the Claim Date.


GMC-VA-98(NY)                        Page 20
<PAGE>


4.02      Description of Option Package I (Cont'd):

                         On the Claim Date, if the amount of the death benefit
                         is greater than the Account Value, the amount by which
                         the death benefit exceeds the Account Value will be
                         deposited and allocated to the money market fund
                         available through the Separate Account.

                         The amount paid to the Beneficiary will equal the
                         Adjusted Account Value on the date the payment request
                         is processed. This amount may be greater or less than
                         the amount of the death benefit on the Claim Date. The
                         Beneficiary may elect a death benefit payment option as
                         permitted in Section III - Death Benefit Options
                         Available to Beneficiary.

               (b)  Death of the Certificate Holder if the Certificate Holder is
                    not the Annuitant.

                    On the Claim Date, the amount of the death benefit equals
                    the Account Value.

                    The amount paid to the Beneficiary will equal the Adjusted
                    Account Value on the date the payment request is processed.
                    A Deferred Sales Charge may apply to any full or partial
                    payment of the death benefit. The Beneficiary may elect a
                    death benefit payment option as permitted in Section III -
                    Death Benefit Options Available to Beneficiary.

               (c)  Death of a spouse who is the Beneficiary of a Certificate
                    Holder/Annuitant and who becomes a successor Certificate
                    Holder/ Annuitant.

                    The amount of the death benefit paid to the Beneficiary at
                    the death of a successor Certificate Holder/Annuitant is the
                    greater of the values as described in (a) above except that
                    in calculating (a)(1), the Account Value on the Claim Date
                    for the prior Certificate Holder's death is treated as the
                    initial Purchase Payment.

Charges to Separate Account:

               See Schedule-Accumulation Period.

4.03      Description of Option Package II:

Deferred Sales Charge:

               In addition to the events described in Section III - Deferred
               Sales Charge, the total amount that may be withdrawn each Account
               Year without a Deferred Sales Charge cannot exceed 10% of the
               Account Value less:

               (1)  Any amount(s) withdrawn and/or requested for withdrawal
                    under a Systematic Distribution Option, or

               (2)  Any amount(s) taken as a minimum required distribution as
                    described in Section III - Deferred Sales Charge.

Death Benefit Calculation During the Accumulation Period:

               If the Certificate Holder or Annuitant dies before an Annuity
               Payout Option starts, the Beneficiary is entitled to a death
               benefit. If the Account is owned jointly, the death benefit
               applies at the death of the first joint Certificate Holder to
               die. The amount of the death benefit is determined as follows:

               (a)  Death of the Annuitant.

                    The death benefit is the greatest of:

                    (1)  The sum of all Purchase Payment(s) made, adjusted for
                         amount(s) withdrawn or applied to an Annuity Payout
                         Option as of the Claim Date; or

                    (2)  The Account Value on the Claim Date; or

                    (3)  The "Step-up Value" on the Claim Date.


GMC-VA-98(NY)                        Page 21
<PAGE>


4.03      Description of Option Package II (Cont'd):

                    On the Schedule Effective Date, the Step-up Value is the
                    greater of:

                    (1)  The Account Value; or

                    (2)  The Step-up Value, if any, calculated on the
                         anniversary prior to the Schedule Effective Date,
                         adjusted for Purchase Payments(s) made and amount(s)
                         withdrawn or applied to an Annuity Payout Option during
                         the prior Account Year.

                         Thereafter, on each anniversary of the Schedule
                         Effective Date until the anniversary immediately
                         preceding the Annuitant's 85th birthday or death,
                         whichever is earlier, the Step-up Value is equal to the
                         greater of:

                         (a)  The Step-up Value most recently calculated,
                              adjusted for Purchase Payment(s) made and
                              amount(s) withdrawn or applied to an Annuity
                              Payout Option during the prior Account Year; or

                         (b)  The Account Value on that anniversary of the
                              Schedule Effective Date.

                              On the Claim Date, the Step-up Value shall equal
                              the Step-up Value calculated prior to death. It is
                              adjusted for Purchase Payment(s) made and
                              amount(s) withdrawn or applied to an Annuity
                              Payout Option since the anniversary on which the
                              Step-up Value was calculated.

               On the Claim Date, if the amount of the death benefit is greater
               than the Account Value, the amount by which the death benefit
               exceeds the Account Value will be deposited and allocated to the
               money market fund available through the Separate Account.

               The amount paid to the Beneficiary will equal the Adjusted
               Account Value on the date the payment request is processed. This
               amount may be greater or less than the amount of the death
               benefit on the Claim Date. The Beneficiary may elect a death
               benefit payment option as permitted in Section III - Death
               Benefit Options Available to the Beneficiary.

               (b)  Death of the Certificate Holder if the Certificate Holder is
                    not the Annuitant.

                    On the Claim Date, the amount of the death benefit equals
                    the Account Value.

                    The amount paid to the Beneficiary will equal the Adjusted
                    Account Value on the date the payment request is processed.
                    A Deferred Sales Charge may apply to any full or partial
                    payment of the death benefit. The Beneficiary may elect a
                    death benefit payment option as permitted in Section III -
                    Death Benefit Options Available to the Beneficiary.

          (c)  Death of a spouse who is the Beneficiary of a Certificate
               Holder/Annuitant and who becomes a successor Certificate Holder/
               Annuitant.

               The amount of the death benefit paid to the Beneficiary at the
               death of a successor Certificate Holder/Annuitant is the greater
               of the values as described in (a) above except that:

               (1)  In calculating (a)(1), the Account Value on the Claim Date
                    for the prior Certificate Holder's death is treated as the
                    initial Purchase Payment; and

               (2)  In calculating (a)(3), the Step-up Value on the Claim Date
                    for the prior Certificate Holder's death is the initial
                    Step-up Value.

Charges to Separate Account:

See Schedule-Accumulation Period.


GMC-VA-98(NY)                        Page 22
<PAGE>


4.04      Description of Option Package III:

Deferred Sales Charge:

               In addition to the events described in Section III - Deferred
               Sales Charge, the total amount that may be withdrawn each Account
               Year without a Deferred Sales Charge cannot exceed 10% of the
               Account Value less:

               (1)  Any amount(s) withdrawn and/or requested for withdrawal
                    under a Systematic Distribution Option, or

               (2)  Any amount(s) taken as a minimum required distribution as
                    described in Section III - Deferred Sales Charge.

               If the entire 10% of Account Value free of Deferred Sales Charge
               is not taken in any Account Year, the Certificate Holder may
               accumulate in successive Account Years the percentage not taken.
               The amount eligible each Account Year for withdrawal without a
               Deferred Sales Charge cannot exceed 30% of the Account Value less
               any amount(s) withdrawn and/or requested for withdrawal under a
               Systematic Distribution Option, or taken as a minimum required
               distribution as described in Section III - Deferred Sales Charge,
               during the Account Year.


Death Benefit Calculation During the Accumulation Period:

               If the Certificate Holder or Annuitant dies before an Annuity
               Payout Option starts, the Beneficiary is entitled to a death
               benefit. If the Account is owned jointly, the death benefit
               applies at the death of the first joint Certificate Holder to
               die. The amount of the death benefit is determined as follows:

               (a)  Death of the Annuitant.

                    The death benefit is the greatest of:

                    (1)  The sum of all Purchase Payment(s) made, adjusted for
                         amount(s) withdrawn or applied to an Annuity Payout
                         Option as of the Claim Date; or

                    (2)  The Account Value on the Claim Date; or

                    (3)  The "Step-up Value" on the Claim Date.

                    On the Schedule Effective Date, the Step-up Value is the
                    greater of:

                    (1)  The Account Value; or

                    (2)  The Step-up Value, if any, calculated on the
                         anniversary prior to the Schedule Effective Date,
                         adjusted for Purchase Payments(s) made and amount(s)
                         withdrawn or applied to an Annuity Payout Option during
                         the prior Account Year.

                         Thereafter, on each anniversary of the Schedule
                         Effective Date until the anniversary immediately
                         preceding the Annuitant's 85th birthday or death,
                         whichever is earlier, the Step-up Value is equal to the
                         greater of:

                         (a)  The Step-up Value most recently calculated,
                              adjusted for Purchase Payment(s) made and
                              amount(s) withdrawn or applied to an Annuity
                              Payout Option during the prior Account Year; or

                         (b)  The Account Value on that anniversary of the
                              Schedule Effective Date.

                              On the Claim Date, the Step-up Value shall equal
                              the Step-up Value calculated prior to death. It is
                              adjusted for Purchase Payment(s) made and
                              amount(s) withdrawn or applied to an Annuity
                              Payout Option since the anniversary on which the
                              Step-up Value was calculated.


GMC-VA-98(NY)                        Page 23
<PAGE>


               On the Claim Date, if the amount of the death benefit is greater
               than the Account Value, the amount by which the death benefit
               exceeds the Account Value will be deposited and allocated to the
               money market fund available through the Separate Account.

               The amount paid to the Beneficiary will equal the Adjusted
               Account Value on the date the payment request is processed. This
               amount may be greater or less than the amount of the death
               benefit on the Claim Date. The Beneficiary may elect a death
               benefit payment option as permitted in Section III - Death
               Benefit Options Available to the Beneficiary.

               (b)  Death of the Certificate Holder if the Certificate Holder is
                    not the Annuitant.

                    On the Claim Date, the amount of the death benefit equals
                    the Account Value.

                    The amount paid to the Beneficiary will equal the Adjusted
                    Account Value on the date the payment request is processed.
                    A Deferred Sales Charge may apply to any full or partial
                    payment of the death benefit. The Beneficiary may elect a
                    death benefit payment option as permitted in Section III -
                    Death Benefit Options Available to the Beneficiary.

               (c)  Death of a spouse who is the Beneficiary of a Certificate
                    Holder/Annuitant and who becomes a successor Certificate
                    Holder/ Annuitant.

                    The amount of the death benefit paid to the Beneficiary at
                    the death of a successor Certificate Holder/Annuitant is the
                    greater of the values as described in (a) above except that:

                    (1)  In calculating (a)(1), the Account Value on the Claim
                         Date for the prior Certificate Holder's death is
                         treated as the initial Purchase Payment; and

                    (2)  In calculating (a)(3), the Step-up Value on the Claim
                         Date for the prior Certificate Holder's death is the
                         initial Step-up Value.

Charges to Separate Account:

See Schedule-Accumulation Period.


GMC-VA-98(NY)                        Page 24
<PAGE>


V.        Annuity Payout Provisions
- --------------------------------------------------------------------------------

5.01      Annuity Payout Options:

          Annuity Payout Option 1 - Payments for a specified period:

               Payments are made for the number of years specified by the
               Certificate Holder. The number of years must be at least five and
               not more than 30.

          Annuity Payout Option 2 - Life income based on the life of one
          Annuitant:

               When this option is elected, the Certificate Holder must choose
               one of the following:

               (a)  Payments cease at the death of the Annuitant;

               (b)  Payments are guaranteed for a specified period from five to
                    30 years;

               (c)  Cash refund: when the Annuitant dies, the Beneficiary will
                    receive a lump sum payment equal to the amount applied to
                    the Annuity Payout Option (less any premium tax, if
                    applicable) less the total amount of Annuity Payments made
                    prior to such death. This cash refund feature is only
                    available if the total amount applied to the Annuity Payout
                    Option is allocated to a fixed Annuity Payment.

          Annuity Payout Option 3 - Life income based on the lives of two
          Annuitants:

               Payments are made for the lives of two Annuitants, one of whom is
               designated the primary Annuitant and the other the secondary
               Annuitant, and cease when both Annuitants have died. When this
               option is elected, the Certificate Holder must also choose one of
               the following:

               (a)  100% of the payment to continue after the first death;
               (b)  66 2/3% of the payment to continue after the first death;
               (c)  50% of the payment to continue after the first death;
               (d)  100% of the payment to continue after the first death and
                    payments are guaranteed for a period of five to 30 years;
               (e)  100% of the payment to continue at the death of the
                    secondary Annuitant and 50% of the payment to continue at
                    the death of the primary Annuitant; or
               (f)  100% of the payment continues after the first death with a
                    cash refund feature. When the primary Annuitant and
                    secondary Annuitant die, the Beneficiary will receive a lump
                    sum payment equal to the amount applied to the Annuity
                    Payout Option (less any premium tax) less the total amount
                    of Annuity Payments paid prior to such death. This cash
                    refund feature is only available if the total amount applied
                    to the Annuity Payout Option is allocated to a fixed Annuity
                    Payment.

               If a fixed Annuity Payment is chosen under Annuity Payout Option
               1, 2 (a) or (b), or 3 (a) or (d), the Certificate Holder may
               elect, at the time the Annuity Payout Option is selected, an
               annual increase of one, two or three percent compounded annually.

               As allowed under applicable state law, Aetna reserves the right
               to offer additional Annuity Payout Options.

5.02      Annuity Payment Choices:

               The Certificate Holder may tell Aetna to apply any portion of the
               Adjusted Account Value (minus any premium tax, if applicable,) to
               any Annuity Payout Option . The first Annuity Payment may not be
               earlier than one calendar year after the initial Purchase Payment
               nor later than the later of:

               (a)  The first day of the month following the Annuitant's 85th
                    birthday; or

               (b)  The tenth anniversary of the last Purchase Payment. In lieu
                    of the election of an Annuity Payout Option, the Certificate
                    Holder may tell Aetna to make a lump sum payment.


GMC-VA-98(NY)                        Page 25
<PAGE>


5.02      Annuity Payment Choices (Cont'd):

               When an Annuity Payout Option is chosen, Aetna must also be told
               if payments are to be made other than monthly and whether to pay:

               (a)  A fixed Annuity Payment using the General Account;

               (b)  A variable Annuity Payment using any of the Subaccount(s)
                    available under this Contract for the Annuity Period; or

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

               If a fixed Annuity Payment is chosen, the payment rate for the
               option chosen, shown on the tables immediately following,
               reflects at least the minimum guaranteed interest rate (see
               Schedule Annuity Period), but may reflect a higher interest rate.

               If a variable Annuity Payment is chosen, the initial Annuity
               Payment for the option elected reflects the Assumed Interest Rate
               (AIR) elected (see Schedule - Annuity Period). The Certificate
               Holder must allocate specified amounts among the Subaccounts
               available during the Annuity Period. Aetna reserves the right to
               limit the number of Subaccounts available at one time and to
               limit the number of Subaccounts the Certificate Holder may select
               during the Annuity Period. Subject to terms and conditions
               established by Aetna, the Certificate Holder may transfer all or
               any portion of the amount allocated to a Subaccount to another
               Subaccount. The number of Transfers allowed without charge each
               year is shown on Schedule - Annuity Period.

               Transfer requests must be submitted as a percentage of the
               allocation among the Subaccounts. Aetna reserves the right to
               establish a minimum transfer amount. Transfers will be effective
               as of the Valuation Date in which Aetna receives a transfer
               request in good order at its home office.

5.03      Terms of Annuity Payout Options:

               (a)  When payments start, the age of the Annuitant plus the
                    number of years for which payments are guaranteed must not
                    exceed 95.

               (b)  An Annuity Payout Option may not be elected if the first
                    payment would be less than $50 or if the total payments in a
                    year would be less than $250 (less if required by state
                    law). Aetna reserves the right to increase the minimum first
                    Annuity Payment amount and the minimum annual Annuity
                    payment amount based upon increases reflected in the
                    Consumer Price Index-Urban, (CPI-U) since July 1, 1993.

               (c)  If an Annuity Payment is chosen and a larger payment would
                    result from applying the Withdrawal Value or, if greater,
                    95% of what the withdrawal would be if there were no
                    withdrawal fee, to a current Aetna single premium immediate
                    Annuity, Aetna will make the larger payment.

               (d)  For purposes of calculating the guaranteed first payment of
                    a variable or fixed Annuity Payment, the primary Annuitant's
                    and secondary Annuitant's adjusted age will be used. The
                    primary Annuitant's and secondary Annuitant's adjusted age
                    is his or her age as of the birthday closest to the Annuity
                    Payment commencement date reduced by one year for
                    commencement dates occurring during the period of time from
                    July 1, 1993 through December 31, 1999. The primary
                    Annuitant's and secondary Annuitant's age will be reduced by
                    two years for commencement dates occurring during the period
                    of time from January 1, 2000 through December 31, 2009. The
                    primary Annuitant's and secondary Annuitant's age will be
                    reduced by one additional year for Annuity commencement
                    dates occurring in each succeeding decade.

                    The attached payment rates for Annuity Payout Options 2 and
                    3 are based on mortality from 1983 Table a.


GMC-VA-98(NY)                        Page 26
<PAGE>


5.03      Terms of Annuity Payout Options (Cont'd):

               (e)  Assumed Interest Rate (AIR) is the interest rate used to
                    determine the amount of the first Annuity Payment under a
                    variable Annuity Payment as shown on Schedule - Annuity
                    Period. The Separate Account must earn this rate plus enough
                    to cover the mortality and expense risks charges (which may
                    include profit) and administrative charges if future
                    variable Annuity Payments are to remain level, (see Schedule
                    - Annuity Period).

               (f)  Once elected, Annuity Payments cannot be commuted to a lump
                    sum except for variable Annuity Payments under Annuity
                    Payout Option 1.

5.04      Death of Annuitant/Beneficiary:

               (a)  Certificate Holder is the Annuitant: When the Certificate
                    Holder is the Annuitant and the Annuitant dies under Annuity
                    Payout Option 1 or 2(b), or both the primary Annuitant and
                    the secondary Annuitant die under Annuity Payout Option
                    3(d), any remaining payments will continue to the
                    Beneficiary, or if elected by the Beneficiary and not
                    prohibited by the Certificate Holder in the Beneficiary
                    designation, the present value of any remaining payments
                    will be paid in one sum to the Beneficiary. If Annuity
                    Payout Option 3 has been elected and the Certificate Holder
                    dies, the remaining payments will continue to the successor
                    payee. If no successor payee has been designated, the
                    Beneficiary will be treated as the successor payee. If the
                    Account has joint Certificate Holders, the surviving joint
                    Certificate Holder will be deemed the successor payee.

               (b)  Certificate Holder is not the Annuitant: When the
                    Certificate Holder is not the Annuitant and the Certificate
                    Holder dies, any remaining payments will continue to the
                    successor payee. If no successor payee has been designated,
                    the Beneficiary will be treated as the successor payee. If
                    the Account has joint Certificate Holders, the surviving
                    joint Certificate Holder will be deemed the successor payee.

                    If the Annuitant dies under Annuity Payout Option 1 or 2(b),
                    or both the primary Annuitant and secondary Annuitant die
                    under Annuity Payout Option 3(d), any remaining payments
                    will continue to the Beneficiary, or if elected by the
                    Beneficiary and not prohibited by the Certificate Holder in
                    the Beneficiary designation, the present value of any
                    remaining payments will be paid in one sum to the
                    Beneficiary. If Annuity Payout Option 3 has been elected and
                    the Annuitant dies, the remaining payments will continue to
                    the Certificate Holder.

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

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

               (e)  The present value will be determined as of the Valuation
                    Date in which proof of death acceptable to Aetna and a
                    request for payment is received at Aetna's home office.

5.05      Annuity Units - Separate Account:

               The number of annuity units is based on the amount of the first
               variable Annuity Payment which is equal to:

               (a)  The portion of the Account Value applied to pay a variable
                    Annuity Payment (minus any applicable premium tax); divided
                    by

               (b)  1,000; multiplied by

               (c)  The payment rate on the tables immediately following, for
                    the option chosen.


GMC-VA-98(NY)                        Page 27
<PAGE>


5.05      Annuity Units - Separate Account (Cont'd):

               Such amount, or portion, of the variable Annuity Payment will be
               divided by the appropriate annuity unit value (see Section V -
               Annuity Unit Value - Separate Account) on the tenth Valuation
               Date before the due date of the first payment to determine the
               number of annuity units. The number of annuity units remains
               fixed. Each future payment is equal to the sum of the products of
               each annuity unit value multiplied by the appropriate number of
               annuity units. The annuity unit value on the tenth Valuation Date
               prior to the due date of the payment is used.

5.06      Annuity Unit Value - Separate:

               For any Valuation Date, an annuity unit value is equal to:

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

               (b)  The annuity net return factor(s) (see Section V - Net Return
                    Factor(s) - Separate Account) for the Valuation Date;
                    multiplied by

               (c)  A factor to reflect the AIR (see Schedule - Annuity Period).

                    The annuity unit value and Annuity Payment amount may go up
                    or down due to investment gain or loss.

5.07      Net Return Factor(s) - Separate Account:

               The net return factor(s) are used to compute all variable Annuity
               Payments for any Subaccount.

               The net return factor for each Subaccount 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 Subaccount at the end of a
                    Valuation Date; minus

               (b)  The value of the shares of the Subaccount at the start of
                    the Valuation Date; plus or minus

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

               (d)  The total value of the annuity units at the start of the
                    Valuation Date; minus

               (e)  A daily charge for mortality and expense risks, which may
                    include profit, and a daily administrative charge at the
                    annual rate as shown on Schedule - Annuity Period.

               A net return rate may be more or less than 0%.

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

               Annuity Payments shall not be changed due to changes in the
               mortality or expense results or administrative charges.


GMC-VA-98(NY)                        Page 28
<PAGE>


                    OPTION 1: Payments for a Specified Period

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                         Monthly Amount for Each $1,000*
          Rates for a Fixed Annuity with a 3% Guaranteed Interest Rate
- --------------------------------------------------------------------------------
     Years               Payment               Years               Payment
- --------------------------------------------------------------------------------
      <S>                <C>                    <C>                 <C>
       5                 $17.91                 18                  $5.96
       6                  15.14                 19                   5.73
       7                  13.16                 20                   5.51
       8                  11.68                 21                   5.32
       9                  10.53                 22                   5.15
      10                   9.61                 23                   4.99
      11                   8.86                 24                   4.84
      12                   8.24                 25                   4.71
      13                   7.71                 26                   4.59
      14                   7.26                 27                   4.47
      15                   6.87                 28                   4.37
      16                   6.53                 29                   4.27
      17                   6.23                 30                   4.18
- --------------------------------------------------------------------------------

<CAPTION>
- --------------------------------------------------------------------------------
                      First Monthly Amount for Each $1,000*
                  Rates for a Variable Annuity with a 3.5% AIR
- --------------------------------------------------------------------------------
     Years               Payment               Years               Payment
- --------------------------------------------------------------------------------
      <S>                <C>                    <C>                 <C>
       5                 $18.12                 18                  $6.20
       6                  15.35                 19                   5.97
       7                  13.38                 20                   5.75
       8                  11.90                 21                   5.56
       9                  10.75                 22                   5.39
      10                   9.83                 23                   5.24
      11                   9.09                 24                   5.09
      12                   8.46                 25                   4.96
      13                   7.94                 26                   4.84
      14                   7.49                 27                   4.73
      15                   7.10                 28                   4.63
      16                   6.76                 29                   4.53
      17                   6.47                 30                   4.45
- --------------------------------------------------------------------------------

<CAPTION>
- --------------------------------------------------------------------------------
                      First Monthly Amount for Each $1,000*
                   Rates for a Variable Annuity with a 5% AIR
- --------------------------------------------------------------------------------
     Years               Payment               Years               Payment
- --------------------------------------------------------------------------------
      <S>                <C>                    <C>                 <C>
       5                 $18.74                 18                  $6.94
       6                  15.99                 19                   6.71
       7                  14.02                 20                   6.51
       8                  12.56                 21                   6.33
       9                  11.42                 22                   6.17
      10                  10.51                 23                   6.02
      11                   9.77                 24                   5.88
      12                   9.16                 25                   5.76
      13                   8.64                 26                   5.65
      14                   8.20                 27                   5.54
      15                   7.82                 28                   5.45
      16                   7.49                 29                   5.36
      17                   7.20                 30                   5.28
- --------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction


GMC-VA-98(NY)                        Page 29
<PAGE>


            Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                               Monthly Payment Amount for Each $1,000*
                                     Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
               Option 2(a):        Option 2(b):        Option 2(b):        Option 2(b):        Option 2(b):        Option 2(c):
 Adjusted      payments for          payments            payments            payments            payments           Cash Refund
  Age of           life             guaranteed          guaranteed          guaranteed          guaranteed
Annuitant                            5 years             10 years            15 years            20 years
              Male     Female     Male     Female    Male      Female    Male      Female    Male      Female    Male      Female
    <S>      <C>        <C>      <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     $4.04      $3.78
    51        4.34       3.97     4.33       3.96     4.30      3.95      4.23      3.92      4.14      3.88      4.10       3.84
    52        4.43       4.03     4.41       4.03     4.37      4.01      4.30      3.98      4.20      3.93      4.16       3.89
    53        4.51       4.10     4.50       4.10     4.45      4.08      4.37      4.04      4.26      3.99      4.23       3.95
    54        4.60       4.18     4.59       4.17     4.54      4.15      4.45      4.11      4.32      4.04      4.29       4.01

    55        4.70       4.25     4.68       4.25     4.62      4.22      4.53      4.18      4.39      4.11      4.37       4.07
    56        4.80       4.34     4.78       4.33     4.72      4.30      4.61      4.25      4.45      4.17      4.44       4.13
    57        4.91       4.42     4.89       4.41     4.82      4.38      4.69      4.32      4.51      4.23      4.52       4.20
    58        5.03       4.52     5.00       4.51     4.92      4.47      4.78      4.40      4.58      4.30      4.61       4.28
    59        5.15       4.61     5.12       4.60     5.03      4.56      4.87      4.48      4.65      4.37      4.69       4.35

    60        5.28       4.72     5.25       4.70     5.14      4.66      4.96      4.57      4.71      4.44      4.78       4.43
    61        5.43       4.83     5.39       4.81     5.27      4.76      5.06      4.66      4.78      4.51      4.88       4.52
    62        5.58       4.95     5.53       4.93     5.39      4.87      5.16      4.75      4.84      4.58      4.98       4.60
    63        5.74       5.08     5.69       5.05     5.53      4.98      5.26      4.85      4.90      4.65      5.09       4.70
    64        5.91       5.21     5.85       5.18     5.66      5.10      5.36      4.95      4.96      4.72      5.20       4.80

    65        6.10       5.36     6.03       5.32     5.81      5.22      5.46      5.05      5.02      4.79      5.31       4.90
    66        6.30       5.51     6.21       5.47     5.96      5.36      5.56      5.16      5.08      4.86      5.44       5.01
    67        6.51       5.67     6.41       5.63     6.12      5.50      5.66      5.26      5.13      4.93      5.56       5.12
    68        6.73       5.85     6.62       5.80     6.28      5.65      5.77      5.37      5.18      5.00      5.70       5.24
    69        6.97       6.04     6.84       5.98     6.44      5.80      5.86      5.49      5.23      5.06      5.84       5.37

    70        7.23       6.25     7.07       6.18     6.61      5.97      5.96      5.60      5.27      5.12      5.98       5.51
    71        7.51       6.47     7.32       6.39     6.79      6.14      6.05      5.71      5.31      5.18      6.14       5.65
    72        7.80       6.71     7.58       6.62     6.96      6.32      6.14      5.83      5.34      5.23      6.30       5.80
    73        8.12       6.98     7.85       6.86     7.14      6.50      6.23      5.94      5.37      5.28      6.47       5.96
    74        8.46       7.26     8.14       7.12     7.32      6.69      6.31      6.04      5.40      5.32      6.65       6.13

    75        8.82       7.57     8.45       7.40     7.50      6.89      6.38      6.14      5.42      5.35      6.83       6.31
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction


GMC-VA-98(NY)                        Page 30
<PAGE>


            Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                   First Monthly Payment Amount for Each $1,000*
                                     Rates for a Variable Annuity with 3.5% AIR
- ------------------------------------------------------------------------------------------------------------------
                Option 2(a):         Option 2(b):         Option 2(b):         Option 2(b):         Option 2(b):
Adjusted        payments for           payments             payments             payments             payments
 Age of             life              guaranteed           guaranteed           guaranteed           guaranteed
Annuitant                               5 years             10 years             15 years             20 years
              ----------------     ----------------     ----------------     ----------------     ----------------
              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>

                  * Net of any applicable premium tax deduction


GMC-VA-98(NY)                        Page 31
<PAGE>


            Option 2: Life Income Based on the Life of One Annuitant

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
                                   First Monthly Payment Amount for Each $1,000*
                                      Rates for a Variable Annuity with 5% AIR
- ------------------------------------------------------------------------------------------------------------------
                Option 2(a):         Option 2(b):         Option 2(b):         Option 2(b):         Option 2(b):
Adjusted        payments for           payments             payments             payments             payments
 Age of             life              guaranteed           guaranteed           guaranteed           guaranteed
Annuitant                               5 years             10 years             15 years             20 years
              ----------------     ----------------     ----------------     ----------------     ----------------
              Male      Female     Male      Female     Male      Female     Male      Female     Male      Female
- ---------------------------------------------------     ----------------     ----------------     ----------------
   <S>        <C>       <C>        <C>        <C>       <C>        <C>       <C>        <C>       <C>        <C>
   50         $5.48     $5.12      $5.46      $5.11     $5.41      $5.09     $5.34      $5.06     $5.24      $5.01
   51          5.55      5.17       5.53       5.17      5.48       5.14      5.40       5.11      5.29       5.05
   52          5.63      5.23       5.61       5.23      5.55       5.20      5.46       5.16      5.34       5.10
   53          5.71      5.30       5.69       5.29      5.62       5.26      5.53       5.22      5.40       5.15
   54          5.80      5.37       5.77       5.36      5.70       5.33      5.60       5.27      5.45       5.20

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

   60          6.46      5.89       6.41       5.87      6.28       5.80      6.06       5.69      5.79       5.55
   61          6.60      6.00       6.55       5.97      6.39       5.90      6.15       5.77      5.85       5.61
   62          6.75      6.11       6.69       6.08      6.51       6.00      6.24       5.86      5.91       5.67
   63          6.91      6.23       6.84       6.20      6.64       6.10      6.33       5.95      5.96       5.73
   64          7.09      6.37       7.00       6.33      6.77       6.22      6.42       6.04      6.02       5.80

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

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

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

                  * Net of any applicable premium tax deduction


GMC-VA-98(NY)                        Page 32
<PAGE>


           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                         Monthly Payment Amount for Each $1,000*
                               Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
                               Primary Annuitant is Female and Secondary Annuitant is Male
- ----------------------------------------------------------------------------------------------------------------------
     Adjusted Ages
- -----------------------
                                                                            payments
                                                                           guaranteed
Primary       Secondary                                                     10 years
Annuitant     Annuitant     Option 3(a)    Option 3(b)     Option 3(c)     Option 3(d)     Option 3(e)     Option 3(f)
- ----------------------------------------------------------------------------------------------------------------------
   <S>           <C>           <C>            <C>             <C>             <C>             <C>             <C>
   55            50            $3.75          $4.07           $4.26           $3.75           $3.98           $3.72
   55            55             3.88           4.25            4.47            3.87            4.06            3.85
   55            60             3.99           4.44            4.71            3.98            4.12            3.94

   60            55             4.06           4.47            4.71            4.06            4.37            4.02
   60            60             4.24           4.71            4.99            4.23            4.47            4.17
   60            65             4.38           4.97            5.32            4.38            4.54            4.29

   65            60             4.49           5.01            5.32            4.48            4.89            4.39
   65            65             4.72           5.33            5.70            4.71            5.02            4.59
   65            70             4.93           5.68            6.15            4.91            5.14            4.74

   70            65             5.07           5.75            6.17            5.05            5.60            4.87
   70            70             5.40           6.21            6.70            5.36            5.79            5.13
   70            75             5.69           6.68            7.32            5.62            5.96            5.29

   75            70             5.89           6.82            7.40            5.81            6.63            5.48
   75            75             6.37           7.45            8.15            6.23            6.92            5.78
   75            80             6.78           8.11            8.99            6.54            7.15            5.93
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction


GMC-VA-98(NY)                        Page 33
<PAGE>


           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                             First Monthly Payment Amount for Each $1,000*
                               Rates for a Variable Annuity with 3.5% AIR
                      Primary Annuitant Is Female and Secondary Annuitant Is Male
- ------------------------------------------------------------------------------------------------------
     Adjusted Ages
- -----------------------
                                                                            payments
                                                                           guaranteed
 Primary      Secondary                                                     10 years
Annuitant     Annuitant     Option 3(a)    Option 3(b)     Option 3(c)     Option 3(d)     Option 3(e)
- ------------------------------------------------------------------------------------------------------
   <S>           <C>          <C>            <C>             <C>             <C>             <C>
   55            50           $4.03          $4.36           $4.55           $4.03           $4.27
   55            55            4.16           4.54            4.76            4.15            4.34
   55            60            4.27           4.73            5.00            4.26            4.40

   60            55            4.34           4.76            5.00            4.34            4.65
   60            60            4.51           4.99            5.27            4.50            4.74
   60            65            4.66           5.25            5.61            4.65            4.82

   65            60            4.76           5.29            5.60            4.75            5.16
   65            65            4.99           5.61            5.99            4.98            5.30
   65            70            5.19           5.97            6.44            5.17            5.41

   70            65            5.34           6.03            6.46            5.31            5.88
   70            70            5.67           6.49            6.99            5.62            6.07
   70            75            5.95           6.96            7.61            5.87            6.23

   75            70            6.16           7.10            7.68            6.07            6.90
   75            75            6.64           7.73            8.43            6.48            7.19
   75            80            7.04           8.39            9.29            6.79            7.42
- ------------------------------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction


GMC-VA-98(NY)                        Page 34
<PAGE>


           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
                                  First Monthly Payment Amount for Each $1,000*
                                     Rates for a Variable Annuity with 5% AIR
                           Primary Annuitant is Female and Secondary Annuitant is Male
- ---------------------------------------------------------------------------------------------------------------
     Adjusted Ages
- -----------------------
                                                                            payments
                                                                           guaranteed
 Primary      Secondary                                                     10 years
Annuitant     Annuitant     Option 3(a)    Option 3(b)     Option 3(c)     Option 3(d)     Option 3(e)
- ---------------------------------------------------------------------------------------------------------------
   <S>           <C>          <C>            <C>             <C>             <C>             <C>
   55            50           $4.93          $5.27           $5.46           $4.93           $5.17
   55            55            5.04           5.44            5.66            5.04            5.23
   55            60            5.15           5.63            5.91            5.14            5.29

   60            55            5.21           5.65            5.89            5.21            5.53
   60            60            5.37           5.87            6.16            5.37            5.62
   60            65            5.52           6.14            6.51            5.51            5.70

   65            60            5.61           6.16            6.49            5.60            6.03
   65            65            5.83           6.49            6.87            5.82            6.15
   65            70            6.04           6.84            7.34            6.00            6.27

   70            65            6.17           6.90            7.33            6.13            6.73
   70            70            6.49           7.35            7.87            6.44            6.91
   70            75            6.77           7.84            8.51            6.68            7.07

   75            70            6.97           7.96            8.56            6.87            7.75
   75            75            7.45           8.60            9.33            7.27            8.04
   75            80            7.86           9.28           10.20            7.57            8.27
- --------------------------------------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction


GMC-VA-98(NY)                        Page 35
<PAGE>


           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
                                         Monthly Payment Amount for Each $1,000*
                               Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
                               Primary Annuitant is Male and Secondary Annuitant is Female
- ----------------------------------------------------------------------------------------------------------------------
     Adjusted Ages
- -----------------------
                                                                            payments
                                                                           guaranteed
Primary       Secondary                                                     10 years
Annuitant     Annuitant     Option 3(a)    Option 3(b)     Option 3(c)     Option 3(d)     Option 3(e)     Option 3(f)
- ----------------------------------------------------------------------------------------------------------------------
   <S>           <C>          <C>            <C>             <C>             <C>             <C>             <C>
   55            50           $3.69          $4.05           $4.27           $3.69           $4.13           $3.67
   55            55            3.88           4.25            4.47            3.87            4.25            3.85
   55            60            4.06           4.47            4.71            4.06            4.36            4.02

   60            55            3.99           4.44            4.71            3.98            4.55            3.94
   60            60            4.24           4.71            4.99            4.23            4.70            4.17
   60            65            4.49           5.01            5.32            4.48            4.85            4.39

   65            60            4.38           4.97            5.32            4.38            5.10            4.29
   65            65            4.72           5.33            5.70            4.71            5.32            4.59
   65            70            5.07           5.75            6.17            5.05            5.54            4.87

   70            65            4.93           5.68            6.15            4.91            5.86            4.74
   70            70            5.40           6.21            6.70            5.36            6.18            5.13
   70            75            5.89           6.82            7.40            5.81            6.49            5.48

   75            70            5.69           6.68            7.32            5.62            6.92            5.29
   75            75            6.37           7.45            8.15            6.23            7.40            5.78
   75            80            7.07           8.34            9.16            6.78            7.85            6.17
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

                  * Net of any applicable premium tax deduction


GMC-VA-98(NY)                        Page 36
<PAGE>


           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                             First Monthly Payment Amount for Each $1,000*
                               Rates for a Variable Annuity with 3.5% AIR
                      Primary Annuitant is Male and Secondary Annuitant is Female
- ------------------------------------------------------------------------------------------------------
     Adjusted Ages
- -----------------------
                                                                            payments
                                                                           guaranteed
 Primary      Secondary                                                     10 years
Annuitant     Annuitant     Option 3(a)    Option 3(b)     Option 3(c)     Option 3(d)     Option 3(e)
- ------------------------------------------------------------------------------------------------------
   <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>

                  * Net of any applicable premium tax deduction


GMC-VA-98(NY)                        Page 37
<PAGE>


           Option 3: Life Income Based on the Lives of Two Annuitants

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
                             First Monthly Payment Amount for Each $1,000*
                                Rates for a Variable Annuity with 5% AIR
                      Primary Annuitant Is Male and Secondary Annuitant is Female
- ------------------------------------------------------------------------------------------------------
     Adjusted Ages
- -----------------------
                                                                            payments
                                                                           guaranteed
 Primary      Secondary                                                     10 years
Annuitant     Annuitant     Option 3(a)    Option 3(b)     Option 3(c)     Option 3(d)     Option 3(e)
- ------------------------------------------------------------------------------------------------------
   <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>

                  * Net of any applicable premium tax deduction


GMC-VA-98(NY)                        Page 38
<PAGE>


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




                    Aetna Life Insurance and Annuity Company

                       Home Office: 151 Farmington Avenue

                                 P.O. Box 30670

                        Hartford, Connecticut 06150-0670

                                 (800) 531-4547

             Group Variable, Fixed, or Combination Annuity Contract
                                Nonparticipating

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




ALL PAYMENTS AND VALUES PROVIDED BY THE GROUP CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. AMOUNTS ALLOCATED TO THE GUARANTEED ACCOUNT, IF WITHDRAWN
BEFORE THE GUARANTEED TERM MATURITY DATE, MAY BE SUBJECT TO A MARKET VALUE
ADJUSTMENT. THE MARKET VALUE ADJUSTMENT MAY RESULT IN AN INCREASE OR A DECREASE
IN THE ACCOUNT VALUE. THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT APPLY TO A
GUARANTEED TERM AT THE TIME OF ITS MATURITY.

GMC-VA-98(NY)





                                Exhibit 99-B.8.24

                          FUND PARTICIPATION AGREEMENT
                                     between
                                 FUND and ALIAC

     Aetna Life Insurance and Annuity Company (the "Company"), Mitchell Hutchins
Series Trust (the "Fund") and Mitchell Hutchins Asset Management, Inc. (the
"Adviser") hereby agree to an arrangement whereby the Fund shall be made
available to serve as underlying investment media for Variable Annuity or
Variable Life Contracts ("Contracts") to be issued by the Company.

1.   Establishment of Accounts; Availability of Fund.

     (a)  The Company represents that it has established Variable Annuity
          Accounts B, C, D and Variable Life Account B and may establish such
          other accounts as may be set forth in Schedule A attached hereto and
          as may be amended from time to time with the mutual consent of the
          parties hereto (the "Accounts"), each of which is a separate account
          under Connecticut Insurance law, and has registered or will register
          each of the Accounts (except for such Accounts for which no such
          registration is required) as a unit investment trust under the
          Investment Company Act of 1940 (the "1940 Act"), to serve as an
          investment vehicle for the Contracts. Each Contract provides for the
          allocation of net amounts received by the Company to an Account for
          investment in the shares of one of more specified open-end management
          investment companies available through that Account as underlying
          investment media. Selection of a particular investment management
          company and changes therein from time to time are made by the
          participant or Contract owner, as applicable under a particular
          Contract.

     (b)  The Fund represents and warrants that the investments of the series of
          the Fund (each designated a "Portfolio") specified in Schedule B
          attached hereto (as may be amended from time to time with the mutual
          consent of the parties hereto) will at all times be adequately
          diversified within the meaning of Section 817(h) of the Internal
          Revenue Service Code of 1986, as amended (the "Code"), and the
          Regulations thereunder, and that at all times while this agreement is
          in effect, all beneficial interests will be owned by one or more
          insurance companies or by any other party permitted under Section
          1.817-5(f)(3) of the Regulations promulgated under the Code or by the
          successor thereto, or by any other party permitted under a Revenue
          Ruling or private letter ruling granted by the Internal Revenue
          Service.

2.   Pricing Information; Orders; Settlement.

     (a)  The Fund will make Fund shares available to be purchased by the
          Company, and will accept redemption orders from the Company, on behalf
          of each Account at the net asset value applicable to each order on
          those days on which the Fund calculates its net asset value (a
          "Business Day"). Fund shares shall be purchased and redeemed in such
          quantity and at such time determined by the Company to be necessary to
          meet the


                                        1
<PAGE>


          requirements of those Contracts for which the Fund serve as underlying
          investment media, provided, however, that the Board of Trustees of the
          Fund (hereinafter the "Trustees") may upon reasonable notice to the
          Company, refuse to sell shares of any Portfolio to any person, or
          suspend or terminate the offering of shares of any Portfolio if such
          action is required by law or by regulatory authorities having
          jurisdiction or is, in the sole discretion of the Trustees, acting in
          good faith and in the best interests of the shareholders of any
          Portfolio and is acting in compliance with their fiduciary obligations
          under federal and/or any applicable state laws.

     (b)  The Fund will provide to the Company closing net asset value, dividend
          and capital gain information at the close of trading each day that the
          New York Stock Exchange (the "Exchange" is open (each such day a
          "Business Day"), and in no event later than 7:00 p.m. Eastern Standard
          time on such Business Day. The Company will send via facsimile or
          electronic transmission to the Fund or its specified agent orders to
          purchase and/or redeem Fund shares by 10:00 a.m. Eastern Standard Time
          the following business day. Payment for net purchases will be wired by
          the Company to an account designated by the Fund to coincide with the
          order for shares of the Fund.

     (c)  The Fund hereby appoints the Company as its agent for the limited
          purpose of accepting purchase and redemption orders for Fund shares
          relating to the Contracts from Contract owners or participants. Orders
          from Contract owners or participants received from any distributor of
          the Contracts (including affiliates of the Company) by the Company,
          acting as agent for the Fund, prior to the close of the Exchange on
          any given business day will be executed by the Fund at the net asset
          value determined as of the close of the Exchange on such Business Day,
          provided that the Fund receives written (or facsimile) notice of such
          order by 10 a.m. Eastern Standard Time on the next following Business
          Day. Any orders received by the Company acting as agent on such day
          but after the close of the Exchange will be executed by the Fund at
          the net asset value determined as of the close of the Exchange on the
          next business day following the day of receipt of such order, provided
          that the Fund receives written (or facsimile) notice of such order by
          10 a.m. Eastern Standard Time within two days following the day of
          receipt of such order.

     (d)  Payments for net redemptions of shares of the Fund will be wired by
          the Fund to an account designated by the Company. Payments for net
          purchases of the Fund will be wired by the Company to an account
          designated by the Fund on the same Business Day the Company places an
          order to purchase Fund shares. Payments shall be in federal funds
          transmitted by wire.

     (e)  Each party has the right to rely on information or confirmations
          provided by the other party (or by any affiliate of the other party),
          and shall not be liable in the event that an error is a result of any
          misinformation supplied by the other party.

     (f)  The Company agrees to purchase and redeem the shares of the Portfolios
          named in Schedule B offered by the then current prospectus and
          statement of additional information of the Fund in accordance with the
          provisions of such prospectus and statement of additional information.
          The Company shall not permit any person other


                                        2
<PAGE>

          than a Contract owner or Participant to give instructions to the
          Company which would require the Company to redeem or exchange shares
          of the Fund. This provision shall not be construed to prohibit the
          Company from substituting shares of another fund, as permitted by law.

3.   Expenses.

     (a)  Except as otherwise provided in this Agreement, all expenses incident
          to the performance by the Fund under this Agreement shall be paid by
          the Fund, including the cost of registration of Fund shares with the
          Securities and Exchange Commission (the "SEC") and in states where
          required. The Fund and Adviser shall pay no fee or other compensation
          to the Company under this Agreement, and the Company shall pay no fee
          or other compensation to the Fund or Adviser, except as provided
          herein and in Schedule C attached hereto and made a part of this
          Agreement as may be amended from time to time with the mutual consent
          of the parties hereto. All expenses incident to performance by each
          party of its respective duties under this Agreement shall be paid by
          that party, unless otherwise specified in this Agreement.

     (b)  The Fund or the Adviser shall provide to the Company PostScript files
          of periodic fund reports to shareholders and other materials that are
          required by law to be sent to Contract owners. In addition, the Fund
          or the Adviser shall provide the Company with a sufficient quantity of
          its prospectuses, statements of additional information and any
          supplements to any of these materials, to be used in connection with
          the offerings and transactions contemplated by this Agreement. In
          addition, the Fund shall provide the Company with a sufficient
          quantity of its proxy material that is required to be sent to Contract
          owners. The Adviser shall be permitted to review and approve the
          typeset form of such material prior to such printing provided such
          material has been provided by the Adviser to the Company within a
          reasonable period of time prior to typesetting.

     (c)  In lieu of the Fund's or Adviser's providing printed copies of
          prospectuses, statements of additional information and any supplements
          to any of these materials, and periodic fund reports to shareholders,
          the Company shall have the right to request that the Fund transmit a
          copy of such materials in an electronic format (Post Script files),
          which the Company may use to have such materials printed together with
          similar materials of other Account funding media that the Company or
          any distributor will distribute to existing or prospective Contract
          owners or participants.

4.   Representations.

     The Company agrees that it and its agents shall not, without the written
     consent of the Fund or the Adviser, make representations concerning the
     Fund, its shares, or the Adviser except those contained in the then current
     prospectuses and in current printed sales literature approved by or deemed
     approved by the Fund or the Adviser if the Fund or Adviser does not respond
     within 5 days of receiving written copy of such materials.


                                        3
<PAGE>


     (a)  The Company represents and warrants that it is an insurance company
          duly organized and in good standing under the laws of the state of its
          incorporation and that it has legally and validly established each
          Contract and Account.

     (b)  The Company represents and warrants that it has registered or, prior
          to any issuance or sale of the Contracts, will register each Account
          as a unit investment trust ("UII") in accordance with the provisions
          of the 1940 Act and cause each Account to remain so registered to
          serve as a segregated asset account for the Contracts unless an
          exemption from registration is available.

     (c)  The Company represents and warrants that the Contracts will be
          registered under the 1933 Act unless an exemption from registration is
          available prior to any issuance or sale of the Contracts and that the
          Company will use its best efforts to ensure that the Contracts will be
          issued and sold in compliance in all material respects with applicable
          federal and state laws and further that the sale of the Contracts
          shall comply in all material respects with state insurance law
          suitability requirements.

     (d)  The Company represents and warrants that the Contracts are currently
          and at the time of issuance will be treated as life insurance,
          endowment or annuity contracts under applicable provisions of the
          Code, and that it will notify the Fund immediately upon having a
          reasonable basis for believing that the Contracts have ceased to be so
          treated or that they might not be so treated in the future.

5.   Termination.

     This agreement shall terminate as to the sale and issuance of new
     Contracts:

     (a)  at the option of either the Company, the Adviser or the Fund, upon
          sixty days advance written notice to the other parties;

     (b)  at the option of the Company, upon one week advance written notice to
          the Adviser and the Fund, if Fund shares are not available for any
          reason to meet the requirement of Contracts as determined by the
          Company. Reasonable advance notice of election to terminate shall be
          furnished by Company;

     (c)  at the option of either the Company, the Adviser or the Fund,
          immediately upon institution of formal proceedings against the
          broker-dealer or broker-dealers marketing the Contracts, the Account,
          the Company, the Fund or the Adviser by the National Association of
          Securities Dealers, Inc. (the "NASD"), the SEC or any other regulatory
          body;

     (d)  upon the determination of the Accounts to substitute for the Fund's
          shares the shares of another investment company in accordance with the
          terms of the applicable Contracts. The Company will give 60 days
          written notice to the Fund and the Adviser of any decision to replace
          the Fund's' shares;


                                        4
<PAGE>


     (e)  upon assignment of this Agreement, unless made with the written
          consent of all other parties hereto;

     (f)  if Fund shares are not registered, issued or sold in conformance with
          Federal law or such law precludes the use of Fund shares as an
          underlying investment medium for Contracts issued or to be issued by
          the Company. Prompt notice shall be given by the appropriate party
          should such situation occur.

     (g)  in the event the Contracts cease to qualify as annuity contracts or
          life insurance contracts, as applicable under the Code or the Fund
          reasonably believes that the Contracts may fail to so qualify, the
          Fund may terminate this Agreement effective upon giving notice to the
          Company.

     (h)  at the option of any Party, upon a Party's breach of any material
          provision of this Agreement, which breach has not been cured to the
          satisfaction of the other Party within 20 days after written notice of
          such breach is delivered to the other Party.

     (i)  At the option of the Fund, if the Contracts are not registered, issued
          or sold in all material respects in accordance with applicable federal
          and/or state law. Termination shall be effective immediately upon
          written notice.

6.   Continuation of Agreement.

     Termination as the result of any cause listed in Section 5 shall not affect
the Fund's obligation to furnish its shares to Contracts then in force for which
its shares serve or may serve as the underlying medium unless such further sale
of Fund shares is prohibited by law or the SEC or other regulatory body, or is
determined by the Fund's Board to be necessary to remedy or eliminate an
irreconcilable conflict pursuant to Section 10 hereof.

7.   Advertising Materials; Filed Documents.

     (a)  Advertising and sales literature with respect to the Fund prepared by
          the Company or its agents for use in marketing its Contracts will be
          submitted to the Fund or its designee for review before such material
          is used and submitted to any regulatory body for review. No such
          material shall be used if the Fund or its designee reasonably object
          to such use in writing, transmitted by facsimile within five business
          days after receipt of such material.

     (b)  The Fund will provide additional copies of its financials as soon as
          available to the Company and at least one complete copy of all
          registration statements, prospectuses, statements of additional
          information, annual and semi-annual reports, proxy statements and all
          amendments or supplements to any of the above that relate to the Fund
          promptly after the filing of such document with the SEC or other
          regulatory authorities. At the Adviser's request, the Company will
          provide to the Adviser at least one complete copy of all registration
          statements, prospectuses, statements of additional information, annual
          and semi-annual reports, proxy statements, and all


                                        5
<PAGE>


          amendments or supplements to any of the above that relate to the
          Account promptly after the filing of such document with the SEC or
          other regulatory authority.

     (c)  The Fund or the Adviser will provide via Excel spreadsheet diskette
          format or in electronic transmission to the Company at least quarterly
          portfolio information necessary to update Fund profiles with seven
          business days following the end of each quarter.

     (d)  The Fund will reimburse the Company for any incorrect information
          provided to the Company under this Section as provided for in Schedule
          C.

8.   Proxy Voting.

     (a)  The Company shall provide pass-through voting privileges on Fund
          shares held by registered separate accounts to all Contract owners and
          participants to the extent the SEC continues to interpret the 1940 Act
          as requiring such privileges. The Company shall provide pass-through
          voting privileges on Fund shares held by unregistered separate
          accounts to all Contract owners.

     (b)  The Company will distribute to Contract owners and participants, as
          appropriate, all proxy material furnished by the Fund and will vote
          Fund shares in accordance with instructions received from such
          Contract owners and participants. If and to the extent required by
          law, the Company, with respect to each group Contract and in each
          Account, shall vote Fund shares for which no instructions have been
          received in the same proportion as shares for which such instructions
          have been received. The Company and its agents shall not oppose or
          interfere with the solicitation of proxies for Fund shares held for
          such Contract owners and participants.

9.   Indemnification.

     (a)  The Company agrees to indemnify and hold harmless the Fund and the
          Adviser, and each of their directors, officers, employees, agents,
          trustees and each person, if any, who controls the Fund or its Adviser
          within the meaning of the Securities Act of 1933 (the "1933 Act")
          against any losses, claims, damages or liabilities to which the Fund,
          the Adviser or any such director, officer, employee, agent, or
          controlling person may become subject, under the 1933 Act or
          otherwise, insofar as such losses, claims, damages, or liabilities (or
          actions in respect thereof) that (i) arise out of a breach or
          violation of the terms of this Agreement by the Company or (ii) arise
          out of or are based upon any untrue statement or alleged untrue
          statement of any material fact contained in the Contracts or the
          Registration Statement, prospectus or sales literature prepared by the
          Company or arise out of or are based upon the omission or the alleged
          omission to state therein a material fact required to be stated
          therein or necessary to make the statements therein not misleading, or
          arise out of or as a result of conduct, statements or representations
          (other than statements or representations contained in the
          prospectuses or sales literature of the Fund) of the Company or its
          agents, with respect to the sale and distribution of Contracts for
          which Fund shares are the underlying investment. The Company will
          reimburse any legal or other expenses


                                        6
<PAGE>


          reasonably incurred by the Fund, the Adviser or any such director,
          officer, employee, agent, investment adviser, trustee or controlling
          person in connection with investigating or defending any such loss,
          claim, damage, liability or action; provided, however, that the
          Company will not be liable in any such case to the extent that any
          such loss, claim, damage or liability arises out of or is based upon
          (i) an untrue statement or omission or alleged omission made in such
          Registration Statement or prospectus in conformity with written
          materials furnished to the Company by the Fund specifically for use
          therein or (ii) the willful misfeasance, bad faith, or gross
          negligence by the Fund or Adviser in the performance of its duties
          hereunder or the Fund's or Adviser's reckless disregard of obligations
          or duties under this Agreement or to the Company, whichever is
          applicable. This indemnity agreement will be in addition to any
          liability which Company may otherwise have.

     (b)  The Fund and the Adviser agree to indemnify and hold harmless the
          Company and its directors, officers, employees, agents and each
          person, if any, who controls the Company within the meaning of the
          1933 Act against any losses, claims, damages or liabilities to which
          the Company or any such director, officer, employee, agent or
          controlling person may become subject, under the 1933 Act or
          otherwise, insofar as such losses, claims, damages or liabilities (or
          actions in respect thereof) that (i) arise out of a breach or
          violation of the terms of this Agreement by the Fund or Adviser or
          (ii) arise out of or are based upon any untrue statement or alleged
          untrue statement of any material fact contained in the Registration
          Statement, prospectuses or sales literature of the Fund or arise out
          of or are based upon the omission or the alleged omission to state
          therein a material fact required to be stated therein or material fact
          required to be stated therein or necessary to make the statements
          therein not misleading. The Fund and/or the Adviser will reimburse any
          legal or other expenses reasonably incurred by the Company or any such
          director, officer, employee, agent, or controlling person in
          connection with investigating or defending any such loss, claim,
          damage, liability or action; provided, however, that the Fund or
          Adviser will not be liable in any such case to the extent that any
          such loss, claim, damage or liability arises out of or is based upon
          (i) an untrue statement or omission or alleged omission made in such
          Registration Statement or prospectuses which are in conformity with
          written materials furnished to the Fund by the Company specifically
          for use therein, or (ii) the willful misfeasance, bad faith, or gross
          negligence by the Company in the performance of its duties hereunder
          or the Company's reckless disregard of obligations or duties under
          this Agreement or to the Fund and/or Adviser, whichever is applicable.
          This indemnity agreement will be in addition to any liability which
          the Fund and/or Adviser may otherwise have.

     (c)  Promptly after receipt by an indemnified party hereunder of notice of
          the commencement of action, such indemnified party will, if a claim in
          respect thereof is to be made against the indemnifying party
          hereunder, notify the indemnifying party of the commencement thereof;
          but the omission so to notify the indemnifying party will not relieve
          it from any liability which it may have to any indemnified party
          otherwise than under this Section 10. In case any such action is
          brought against any indemnified party, and it notifies the
          indemnifying party of the commencement thereof, the indemnifying party
          will be entitled to participate therein and, to the extent that it may


                                        7
<PAGE>


          wish to, assume the defense thereof, with counsel satisfactory to such
          indemnified party, and after notice from the indemnifying party to
          such indemnified party of its election to assume the defense thereof,
          the indemnifying party will not be liable to such indemnified party
          under this Section 9 for any legal or other expenses subsequently
          incurred by such indemnified party in connection with the defense
          thereof other than reasonable costs of investigation.

10.  Potential Conflicts.

     (a)  The Company has received a copy of an application for exemptive
          relief, as amended, filed by the Fund on and with the SEC (File No.
          811-4919) (the "Shared Funding Exemptive Application"). The Company
          has reviewed the conditions to the requested relief set forth in such
          application for exemptive relief. As set forth in such application
          once the Shared Funding Exemptive Order is issued, the Board of
          Trustees of Fund (the "Board") will monitor the Fund for the existence
          of any material irreconcilable conflict between the interests of the
          contractholders of all separate accounts ("Participating Companies")
          investing in the Fund. An irreconcilable material conflict may arise
          for a variety of reasons, including: (i) an action by any state
          insurance regulatory authority; (ii) a change in applicable federal or
          state insurance, tax, or securities laws or regulations, or a public
          ruling, private letter ruling, no-action or interpretative letter, or
          any similar actions by insurance, tax or securities regulatory
          authorities; (iii) an administrative or judicial decision in any
          relevant proceeding; (iv) the manner in which the investments of any
          portfolio are being managed; (v) a difference in voting instructions
          given by variable annuity contractholders and variable life insurance
          contractholders; or (vi) a decision by an insurer to disregard the
          voting instructions of contractholders. The Board shall promptly
          inform the Company if it determines that an irreconcilable material
          conflict exists and the implications thereof.

     (b)  The Company will report any potential or existing conflicts of which
          it is aware to the Board. The Company will assist the Board in
          carrying out its responsibilities under the Shared Funding Exemptive
          Order by providing the Board with all information reasonably necessary
          for the Board to consider any issues raised. This includes, but is not
          limited to, an obligation by the Company to inform the Board whenever
          contractholder voting instructions are disregarded.

     (c)  If a majority of the Board, or a majority of its disinterested Board
          members, determines that a material irreconcilable conflict exists
          with regard to contractholder investments in a Fund, the Board shall
          give prompt notice to all Participating Companies. If the Board
          determines that the Company is responsible for causing or creating
          said conflict, the Company shall at its sole cost and expense, and to
          the extent reasonably practicable (as determined by a majority of the
          disinterested Board members), take such action as is necessary to
          remedy or eliminate the irreconcilable material conflict. Such
          necessary action may include but shall not be limited to:

          (i)  withdrawing the assets allocable to the Account from the Fund and
               reinvesting such assets in a different investment medium or
               submitting the question of


                                        8
<PAGE>


               whether such segregation should be implemented to a vote of all
               affected contractholders and as appropriate, segregating the
               assets of any appropriate group (i.e., annuity contract owners,
               life insurance contract owners, or variable contract owners of
               one or more Participating Companies) that votes in favor of such
               segregation, or offering to the affected contractholders the
               option of making such a change; and/or

          (ii) establishing a new registered management investment company or
               managed separate account.

     (d)  If a material irreconcilable conflict arises as a result of a decision
          by the Company to disregard its contractholder voting instructions and
          said decision represents a minority position or would preclude a
          majority vote by all of its contractholders having an interest in the
          Fund, the Company at its sole cost, may be required, at the Board's
          election, to withdraw an Account's investment in the Fund and
          terminate this Agreement; provided, however, that such withdrawal and
          termination shall be limited to the extent required by the foregoing
          material irreconcilable conflict as determined by a majority of the
          disinterested members of the Board.

     (e)  For the purpose of this Section 10, a majority of the disinterested
          Board members shall determine whether or not any proposed action
          adequately remedies any irreconcilable material conflict, but in no
          event will the Fund be required to establish a new funding medium for
          any Contract. The Company shall not be required by this Section 11 to
          establish a new funding medium for any Contract if an offer to do so
          has been declined by vote of a majority of the Contract owners or
          participants materially adversely affected by the irreconcilable
          material conflict.

12.  Miscellaneous.

     (a)  Amendment and Waiver. Neither this Agreement, nor any provision
          hereof, may be amended, waived, discharged or terminated orally, but
          only by an instrument in writing signed by all parties hereto.

     (b)  Notices. All notices and other communications hereunder shall be given
          or made in writing and shall be delivered personally, or sent by
          telex, telecopier or registered or certified mail, postage prepaid,
          return receipt requested, or recognized overnight courier service to
          the party or parties to whom they are directed at the following
          addresses, or at such other addresses as may be designated by notice
          from such party to all other parties.

     To the Company:

               Aetna Life Insurance and Annuity Company
               151 Farmington Avenue
               Hartford, Connecticut  06156
               Attention:  Maria F. McKeon, Counsel


                                        9
<PAGE>


     To the Fund:

               Mitchell Hutchins Series Trust
               C/O Mitchell Hutchins Asset Management, Inc.
               1285 Avenue of the Americas
               New York, NY  10010
               Attn:  Dianne E. O'Donnell
                      Secretary and Vice President


     Any notice, demand or other communication given in a manner prescribed in
     this subsection (b) shall be deemed to have been delivered on receipt.

     (c)  Successors and Assigns. This agreement shall be binding upon and inure
          to the benefit of the parties hereto and their respective permitted
          successors and assigns.

     (d)  Counterparts. This Agreement may be executed in any number of
          counterparts, all of which taken together shall constitute one
          agreement, and any party hereto may execute this Agreement by signing
          any such counterpart.

     (e)  Severability. In case any one or more of the provisions contained in
          this Agreement should be invalid, illegal or unenforceable in any
          respect, the validity, legality and enforceability of the remaining
          provisions contained herein shall not in any way be affected or
          impaired thereby.

     (f)  Entire Agreement. This Agreement constitutes the entire agreement and
          understanding between the parties hereto and supersedes all prior
          agreement and understandings relating to the subject matter hereof.

     (g)  Governing Law. This Agreement shall be governed and interpreted in
          accordance with the laws of the State of Connecticut.

     (h)  It is understood by the parties that this Agreement is not an
          exclusive arrangement in any respect.

     (i)  The terms of this Agreement and the Schedules thereto will be held
          confidential by each party except to the extent that either party or
          its counsel may deem it necessary to disclose such terms.


                                       10
<PAGE>


13.  Limitation on Liability of Trustees, etc.

     This agreement has been executed on behalf of the Fund by the undersigned
officer of the Fund in his or her capacity as an officer of the Fund. The
obligations of this agreement shall be binding upon the assets and property of
the Fund only and shall not be binding on any Trustee, officer or shareholder of
the Fund individually.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement by their
duly authorized officers effective as of the 1st day of May, 1999.

     AETNA LIFE INSURANCE AND ANNUITY COMPANY



By:       /s/  Laurie M. LeBlanc
          -----------------------------------------------------------

Name:     Laurie M. LeBlanc

Title:    Vice President



     MITCHELL HUTCHINS SERIES TRUST



By:       /s/  Dianne E. O'Donnell
          -----------------------------------------------------------

Name:     Dianne E. O'Donnell

Title:    Secretary and Vice President


     MITCHELL HUTCHINS ASSET MANAGEMENT, INC.



By:       /s/  Dianne E. O'Donnell
          -----------------------------------------------------------

Name:     Dianne E. O'Donnell

Title:    Senior Vice President


                                       11
<PAGE>


                                   Schedule A



              (For any future separate accounts - See Section 1(a))


                                       12
<PAGE>


                                   Schedule B

[bullet] MITCHELL HUTCHINS SERIES TRUST -
         [diamond] GROWTH & INCOME PORTFOLIO
         [diamond] TACTICAL ALLOCATION PORTFOLIO
         [diamond] SMALL CAP PORTFOLIO


                                       13
<PAGE>


                                   Schedule C

The following costs, expenses and reimbursements will be paid by the party
indicated:

1.   For purposes of Sections 2 and 7, the Fund shall be liable to the Company
     for systems and out of pocket costs incurred by the Company in making a
     Contract owner's or a participant's account whole, if such costs or
     expenses are a result of the Fund's failure to provide timely or correct
     net asset values, dividend and capital gains or financial information and
     if such information is not corrected by 4pm EST of the next business day
     after releasing such incorrect information provided the incorrect NAV as
     well as the correct NAV for each day that the error occurred is provided.
     If a mistake is caused in supplying such information or confirmations,
     which results in a reconciliation with incorrect information, the amount
     required to make a Contract owner's or a Participant's account whole shall
     be borne by the party providing the incorrect information, regardless of
     when the error is corrected.

2.   For purposes of Section 3, the Fund shall pay for the cost of typesetting
     and printing periodic fund reports to shareholders, prospectuses,
     prospectus supplements, statements of additional information and other
     materials that are required by law to be sent to Contract owners or
     participants, as well as the cost of distributing such materials. The
     Company shall pay for the cost of prospectuses and statements of additional
     information and the distribution thereof for prospective Contract owners or
     participants. Each party shall be provided with such supporting data as may
     reasonably be requested for determining expenses under Section 3.

3.   The Fund shall pay all expenses in connection with the provision to the
     Company of a sufficient quantity of its proxy material under Section 3. The
     cost associated with proxy preparation, group authorization letters,
     programming for tabulation and necessary materials (including postage) will
     be paid by the Fund.

Dated this 1st day of May, 1999.

AETNA LIFE INSURANCE AND ANNUITY COMPANY


By:       /s/  Laurie M. LeBlanc
          -----------------------------------------------------------

Name:     Laurie M. LeBlanc

Title:    Vice President


                                       14
<PAGE>


MITCHELL HUTCHINS SERIES TRUST


By:       /s/  Dianne E. O'Donnell
          -----------------------------------------------------------

Name:     Dianne E. O'Donnell

Title:    Secretary and Vice President


MITCHELL HUTCHINS ASSET MANAGEMENT, INC.


By:       /s/  Dianne E. O'Donnell
          -----------------------------------------------------------

Name:     Dianne E. O'Donnell

Title:    Senior Vice President





                                Exhibit 99-B.8.25

                                SERVICE AGREEMENT

     AGREEMENT, effective as of May 1, 1999, between Mitchell Hutchins Asset
Management, Inc. (the "Adviser"), a Delaware corporation, and Aetna Life
Insurance and Annuity Company (the "Company"), a Connecticut corporation, for
the provision of described certain services by the Company in connection with
the sale of shares of the Mitchell Hutchins Series Trust (the "Fund") as
described in the Fund Participation Agreement dated May 1, 1999, between the
Company, the Fund and the Adviser (the "Fund Participation Agreement").

In consideration of their mutual promises, the Adviser and the Company agree as
follows:

1.   The Company agrees to provide the following services to the Adviser:

(a)  responding to inquiries from owners of the Company variable annuity
     contracts and variable life insurance policies using the Funds as an
     investment vehicle ("Contractholders") regarding the services performed by
     the Company that relate to the Funds;

(b)  providing information to Adviser and Contractholders with respect to Fund
     shares attributable to Contractholder accounts;

(c)  communicating directly with Contractholders concerning the Funds'
     operations; and

(d)  providing such other similar services as Adviser may reasonably request
     pursuant to Adviser's agreement with the Funds to the extent permitted
     under applicable federal and state requirements.

1.   Services.

     (a)  Providing services to Contractholders owners and participants under
          this Agreement shall be the responsibility of the Company and shall
          not be the responsibility of the Fund or the Adviser. In consideration
          for providing services under this Agreement, the Adviser agrees to pay
          to the Company and the Company agrees to accept as full compensation
          for all services rendered hereunder an amount described in Schedule A
          attached hereto and made a part of this Agreement as may be amended
          from time to time with the mutual consent of the parties hereto.

     (a)  For the purposes of computing the fee contemplated by this Section 2,
          the average aggregate amount invested by the Company over a one month
          period shall be computed by totaling the Company's aggregate
          investment (share net asset value multiplied by total number of shares
          held by the Company) on each business day during the month and
          dividing by the total number of business days during each month.
<PAGE>


     (b)  The Fund will calculate the fee at the end of each month and will make
          such payment to the Company within 30 days thereafter. The
          reimbursement payment will be accompanied by a statement showing the
          calculation of the monthly amounts payable by the Adviser and such
          other supporting data as may be reasonably requested by the Company.
          Payment will be wired by the Adviser to an account designated by the
          Company.

4.   The Company agrees to indemnify and hold harmless the Adviser and its
     directors, officers, and employees from any and all loss, liability and
     expense resulting from any gross negligence or willful wrongful act of the
     Company under this Agreement or a breach of a material provision of this
     Agreement, except to the extent such loss, liability or expense is the
     result of the Adviser's misfeasance, bad faith or gross negligence in the
     performance of its duties.

5.   The Adviser agrees to indemnify and hold harmless the Company and its
     directors, officers, and employees from any and all loss, liability and
     expense resulting from any gross negligence or willful wrongful act of the
     Adviser under this Agreement or a breach of a material provision under this
     Agreement, except to the extent such loss, liability or expense is the
     result of the Company's own willful misfeasance, bad faith or gross
     negligence in the performance of its duties.

6.   Either party may terminate this Agreement, without penalty, (i) on sixty
     (60) days written notice to the other party, for any cause or without
     cause, or (ii) on reasonable notice to the other party, if it is not
     permissible to continue the arrangement described herein under laws, rules
     or regulations applicable to either party or the Fund, or if the
     Participation Agreement is terminated.

7.   The terms of this arrangement will be held confidential by each party
     except to the extent that either party or its counsel may deem it necessary
     to disclose this arrangement.

8.   This Agreement represents the entire Agreement of the parties on the
     subject matter hereof and it cannot be amended or modified except in
     writing, signed by the parties. This Agreement may be executed in one or
     more separate counterparts, all of which, when taken together, shall
     constitute one and the same Agreement.

9.   All notices and other communications hereunder shall be given or made in
     writing and shall be delivered personally, or sent by telex, telecopier or
     registered or certified mail, postage prepaid, return receipt requested, or
     recognized overnight courier service to the party to whom they are directed
     at the following addresses, or at such other addresses as may be designated
     by notice from such party to the other party.

To:       Aetna Life Insurance and Annuity Company
          151 Farmington Avenue
          Hartford, Connecticut  06156
          Attention:  Maria F. McKeon, Counsel


                                        2
<PAGE>


To:       Mitchell Hutchins Asset Management, Inc:
          1285 Avenue of the Americas
          New York, NY  10019
          Attention:  General Counsel

     Any notice, demand or other communication given in a manner prescribed in
     this Section 9 shall be deemed to have been delivered on receipt.

IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to
be executed by their authorized officers as of the day and year first above
written.

MITCHELL HUTCHINS ASSET MANAGEMENT, INC.


By:       /s/  Dianne E. O'Donnell
          -----------------------------------------------------------

Name:     Dianne E. O'Donnell

Title:    Senior Vice President


AETNA LIFE INSURANCE AND ANNUITY COMPANY


By:       /s/  Laurie M. LeBlanc
          -----------------------------------------------------------

Name:     Laurie M. LeBlanc

Title:    Vice President


                                        3
<PAGE>


                                   Schedule A


In consideration of the services provided by the Company, the Adviser agrees to
pay the Company, effective January 1, 2000, an amount equal to 25 basis points
(0.25%) per annum of the average aggregate amount invested by the Company in the
Fund under the Fund Participation Agreement.

Dated this 1st day of May, 1999.

MITCHELL HUTCHINS ASSET MANAGEMENT, INC.


By:       /s/  Dianne E. O'Donnell
          -----------------------------------------------------------

Name:     Dianne E. O'Donnell

Title:    Senior Vice President


AETNA LIFE INSURANCE AND ANNUITY COMPANY


By:       /s/  Laurie M. LeBlanc
          -----------------------------------------------------------

Name:     Laurie M. LeBlanc

Title:    Vice President

                                        4



                                 Exhibit 99-B.9


                                                151 Farmington Avenue
                                                Hartford, CT 06156-3124

                                                Julie E. Rockmore
                                                Counsel
                                                Law Division, TS31
June 25, 1999                                   Investments & Financial Services
                                                (860) 273-4686
                                                Fax: (860) 273-0385

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

Attention: Filing Desk

Re: Variable Annuity Account B of Aetna Life Insurance and Annuity Company
    Post-Effective Amendment No. 8 to Registration Statement on Form N-4
    Prospectus Title: Aetna Variable Annuity
    File Nos.: 333-56297 and 811-02512

Gentlemen:

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 or those for whom I have supervisory
responsibility, 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.

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.
<PAGE>


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

Sincerely,


/s/  Julie E. Rockmore

Julie E. Rockmore
Counsel



                         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 references to our firm under the captions "Condensed Financial
Information" in the prospectus and "Independent Auditors" in the statement of
additional information and to the use of our reports dated February 3, 1999 and
February 26, 1999 incorporated by reference here in this Post-Effective
Amendment No. 8 to Registration Statement (File No. 333-56297) on Form N-4.




                                                                    /s/ KPMG LLP


Hartford, Connecticut
June 25, 1999




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission