VARIABLE ANNUITY ACCOUNT B OF AETNA LIFE INS & ANNUITY CO
N-4, 1999-09-17
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As filed with the Securities and Exchange              Registration No. _____
Commission on September 17, 1999                       Registration No. 811-2512

- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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



- --------------------------------------------------------------------------------
Approximate date of Proposed Public Offering: As soon as practicable after the
effectiveness of this Registration Statement.

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>


                           VARIABLE ANNUITY ACCOUNT B
                              CROSS REFERENCE SHEET



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

         <S>         <C>                                                      <C>

         1           Cover Page...........................................    Cover Page

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

         3           Synopsis.............................................    Contract Overview; Fee Table

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

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

         6           Deductions and Expenses..............................    Fees

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

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

         9           Death Benefit........................................    Death Benefit

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


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

        <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; 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>

                     Contract Prospectus - __________, 1999
- --------------------------------------------------------------------------------

The Contract. The contract described in this prospectus is a group or individual
deferred variable annuity contract issued by Aetna Life Insurance and Annuity
Company (the Company, we, us). It is issued as either a qualified Individual
Retirement Annuity (IRA), a qualified Roth IRA, a qualified contract under
certain employer sponsored retirement plans, or as a nonqualified deferred
annuity contract.

Why Reading this Prospectus Is Important. This prospectus contains facts about
the contract and its investment options you should know before purchasing. This
information will help you decide if the contract is right for you. Please read
this prospectus carefully.

Table of Contents . . . page ____

Contract Design. The contract described in this prospectus is designed to:

[diamond] Help you save for retirement security while receiving beneficial tax
          treatment;

[diamond] Offer a variety of investment options to help meet long-term financial
          goals;

[diamond] Provide a death benefit to the beneficiary you designate; and

[diamond] Provide payments for life or for a specified period.

Purchase Payments/Premium Bonuses. We credit a premium bonus to your account for
each eligible purchase payment you make. Purchase payments and any corresponding
premium bonuses are allocated to the investment options you select.

Investment Options. The contract offers variable investment options and fixed
interest options. When we establish your account you instruct us to direct
account dollars to any of the available options.

Variable Investment Options. These options are called subaccounts. The
subaccounts are within Variable Annuity Account B (the separate account), a
separate account of the Company. Each subaccount invests in one of the mutual
funds listed on this page. Earnings on amounts invested in a subaccount will
vary depending upon the performance of its underlying fund. You do not invest
directly in or hold shares of the funds.

The funds in which the subaccounts invest have various risks. Information about
the risks of investing in the funds is located in the "Investment Option"
section in this prospectus and in each fund prospectus. Read this prospectus in
conjunction with the fund prospectuses, and retain the prospectuses for future
reference.

Fixed Interest Options.

[diamond] ALIAC Guaranteed Account (the Guaranteed Account)

[diamond] Fixed Account

Except as specifically mentioned, this prospectus describes only the investment
options offered through the separate account. However, we describe the fixed
interest options in appendices to this prospectus. There is also a separate
Guaranteed Account prospectus.

Availability of Options. Some variable investment options or fixed interest
options may be unavailable through your contract or in your state.

Getting Additional Information. You may obtain the ___________, 1999, Statement
of Additional Information (SAI) about the separate account by indicating your
request on your application or calling us at 1-800-238-6219. You may also obtain
an SAI for any of the funds by calling that number. This prospectus, the SAI and
other information about the separate account are posted on the Securities and
Exchange Commission (SEC) web site, http://www.sec.gov and may also be obtained,
free of charge, by contacting the SEC Public Reference Room at 202-942-8090. The
SAI table of contents is listed on page ____ of this prospectus. The SAI is
incorporated into this prospectus by reference.

Additional Disclosure Information. Neither the SEC nor any state securities
commission has approved or disapproved the securities offered through this
prospectus or passed on the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense. We do not intend for this
prospectus to be an offer to sell or a solicitation of an offer to buy these
securities in any state that does not permit their sale. We have not authorized
anyone to provide you with information that is different than that contained in
this prospectus.

The contract is not a deposit with, obligation of or guaranteed or endorsed by
any bank, nor is it insured by the FDIC. The contract is subject to investment
risk, including the possible loss of the principal amount of your investment.


                                    The Funds

[diamond] Aetna Balanced VP, Inc.

[diamond] Aetna Income Shares d/b/a Aetna Bond VP

[diamond] Aetna Growth VP

[diamond] Aetna Variable Fund d/b/a Aetna Growth and Income VP

[diamond] Aetna Index Plus Large Cap VP

[diamond] Aetna International VP

[diamond] Aetna Variable Encore Fund d/b/a Aetna Money Market VP

[diamond] Aetna Real Estate Securities VP

[diamond] Aetna Small Company VP

[diamond] AIM V.I. Capital Appreciation Fund

[diamond] AIM V.I. Growth Fund

[diamond] AIM V.I. Growth and Income Fund

[diamond] AIM V.I. Value Fund

[diamond] Fidelity Variable Insurance Products Fund (VIP) Equity-Income
          Portfolio

[diamond] Fidelity Variable Insurance Products Fund (VIP) Growth Portfolio

[diamond] Fidelity Variable Insurance Products Fund (VIP) High Income Portfolio

[diamond] Fidelity Variable Insurance Products Fund II (VIP II) Contrafund
          Portfolio

[diamond] Janus Aspen Aggressive Growth Portfolio

[diamond] Janus Aspen Balanced Portfolio

[diamond] Janus Aspen Growth Portfolio

[diamond] Janus Aspen Worldwide Growth Portfolio

[diamond] MFS Total Return Series

[diamond] Oppenheimer Aggressive Growth Fund/VA

[diamond] Oppenheimer Main Street Growth & Income Fund/VA

[diamond] Oppenheimer Strategic Bond Fund/VA

[diamond] Portfolio Partners (PPI) MFS Emerging Equities Portfolio

[diamond] Portfolio Partners (PPI) MFS Research Growth Portfolio

[diamond] Portfolio Partners (PPI) MFS Value Equity Portfolio

[diamond] Portfolio Partners (PPI) Scudder International Growth Portfolio


                                       2
<PAGE>


                                TABLE OF CONTENTS
Contract Overview

[diamond] Contract Design -- Contract Facts -- Questions: Contacting the Company
          -- Sending Forms and Written Requests in Good Order -- Contract
          Phases: The Accumulation Phase, The Income Phase

Fee Table

Condensed Financial Information

Investment Options

Transfers Among Investment Options

Purchase and Rights

Premium Bonus

Right to Cancel

Fees

Your Account Value

Withdrawals

Systematic Distribution Options

Death Benefit

The Income Phase

Taxation

Other Topics

[diamond] The Company -- Variable Annuity Account B - Contract Distribution --
          Payment of Commissions -- Payment Delay or Suspension -- Performance
          Reporting -- Voting Rights -- Contract Modifications -- Transfer of
          Ownership: Assignment -- Involuntary Terminations -- Legal Matters and
          Proceedings -- Year 2000 Readiness

Contents of the Statement of Additional Information

Appendix I -- ALIAC Guaranteed Account

Appendix II -- Fixed Account

Appendix III -- Description of Underlying Funds


                                       3
<PAGE>


                                Contract Overview
- --------------------------------------------------------------------------------

The following is intended as a summary. Please read each section of this
prospectus for additional detail.

Contract Design

The contract described in this prospectus is a group or individual deferred
variable annuity contract. It is intended to be a retirement savings vehicle
that offers a variety of investment options to help meet long-term financial
goals. The term "contract" in this prospectus refers to individual contracts and
to certificates issued under group contracts.

Contract Facts

Premium Bonus. We will credit a premium bonus to your account whenever you make
an eligible purchase payment. The premium bonus is a percentage of the eligible
purchase payment, and the percentage is determined based on the sum of all
purchase payments made, less withdrawals ("net cumulative purchase payments"),
as follows:

<TABLE>
<CAPTION>
      Net Cumulative Purchase Payments            Premium Bonus Percentage
      -------------------------------             ------------------------

      <S>                                                  <C>
      $1,500 to $14,999                                    2.00%

      $15,000 to $2,499,999                                4.00%

      $2,500,000 or more                                   5.00%
</TABLE>

Withdrawals will reduce the eligibility of subsequent purchase payments to
receive the premium bonus. The amount of a purchase payment eligible for a
premium bonus is the amount of the net cumulative purchase payments minus the
sum of purchase payments upon which a premium bonus has previously been paid.
See "Premium Bonus."

The premium bonus is included in your account value and will be allocated among
the investment options you have selected in the same proportion as the purchase
payment. Certain conditions and restrictions apply in relation to the premium
bonus and payment of the death benefit and income phase payment options. See
"Premium Bonus," "Death Benefit -- Death Benefit Amount" and "The Income Phase
- -- Premium Bonus." Also, if you exercise your free look privilege and cancel
your contract, the amount refunded to you will not include any premium bonus.
See "Right to Cancel."

Free Look/Right to Cancel. You may cancel your contract within 10 days (some
states require more than 10 days) of receipt. See "Right to Cancel."

Death Benefit. Your beneficiary may receive a financial benefit in the event of
your death prior to the income phase. The amount of the death benefit will
depend on the death benefit option selected, and once a death benefit option is
selected it may not be changed. Each death benefit option has a different
mortality and expense risk charge. See "Fees" and "Death Benefit." Any death
benefit during the income phase will depend upon the income phase payment option
selected. See "The Income Phase."

Withdrawals. During the accumulation phase, you may withdraw all or part of your
account value. Certain fees, taxes and early withdrawal penalties may apply. In
addition, the Internal Revenue Code of 1986, as amended (Tax Code), restricts
full and partial withdrawals in some circumstances. See "Withdrawals." Amounts
withdrawn from the Guaranteed Account may be subject to a market value
adjustment. See Appendix I.

Systematic Distribution Options. These are made available for you to receive
periodic withdrawals from your account, while retaining the account in the
accumulation phase. See "Systematic Distribution Options."

Fees and Expenses. Certain fees and expenses are deducted from the value of your
contract. See "Fee Table" and "Fees."

Taxation. Earnings accumulated under this contract are generally not taxed until
distributed. The source of this favorable tax treatment varies depending on
whether the contract is issued in connection with a qualified retirement
arrangement or as a nonqualified contract. If the contract is issued under
certain qualified retirement arrangements under Tax Code sections 403(b),
408(b), or 408A, the qualified retirement arrangement provides the tax deferral
and an annuity contract is not necessary to obtain the favorable tax treatment.
If the contract is issued as a nonqualified deferred annuity, tax deferral is
based on the use of an annuity contract - such as this contract - under Tax Code
section 72. Taxes will generally be due when you receive a distribution of
accumulated earnings. Tax penalties may apply in some circumstances. See
"Taxation."


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

Questions: Contacting the Company. To answer your questions, contact your local
representative or write or call our Home Office at:

Aetna Financial Services
Annuity Services
151 Farmington Avenue
Hartford, CT 06156-1258

1-800-238-6219

Sending Forms and Written Requests in Good Order.

If you are writing to change your beneficiary, request a withdrawal, or for any
other purpose, contact your local representative or the Company to learn what
information is required for the request to be in "good order." We can only act
upon requests that are received in good order.

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


                                       4
<PAGE>

Contract Phases

I.  The Accumulation Phase (accumulating dollars under your contract)


STEP 1: You provide us with your completed application and initial purchase
payment. We establish an account for you and credit a premium bonus to your
account.

STEP 2: You direct us to invest your purchase payment and the premium bonus in
one or more of the following investment options:

(a) Fixed Interest Options; or

(b) Variable Investment Options. (The variable investment options are the
    subaccounts of Variable Annuity Account B. Each one invests in a specific
    mutual fund.)

STEP 3: Each subaccount you select purchases shares of its assigned fund.

                         -------------------------------
                                   Payments to

                                  Your Account
                         -------------------------------

                                     Step 1 [down arrow]

              ----------------------------------------------------
                    Aetna Life Insurance and Annuity Company
              ----------------------------------------------------

               (a) [down arrow]    Step 2          (b) [down arrow]
               ----------------      ---------------------------------

                    Fixed                     Variable Annuity

                   Interest                       Account B

                   Options                Variable Investment Options

               ----------------      ---------------------------------
                                              The Subaccounts
                                     ---------------------------------
                                         A          B         Etc
                                     ---------------------------------
                           [down arrow]     Step 3      [down arrow]
                                     --------------------
                                       Mutual    Mutual

                                       Fund A    Fund B
                                     --------------------


II. The Income Phase (receiving income phase payments from your contract)

When you want to begin receiving payments from your contract, you may select
from the options available. The contract offers several income phase payment
options (see "The Income Phase"). In general, you may:

[diamond  Receive income phase payments for a specified period of time or for
          life;

[diamond] Receive income phase payments monthly, quarterly, semi-annually or
          annually;

[diamond] Select an income phase payment option that provides for payments to
          your beneficiary; or

[diamond] Select fixed income phase payments or payments that vary based upon
          the performance of the variable investment options you select.


                                       5
<PAGE>

                                    Fee Table
- --------------------------------------------------------------------------------

The tables and examples in this section show the fees that may affect your
account value during the accumulation phase. See "Income Phase" for fees that
may apply after you begin receiving income phase payments under the contract.

Maximum Transaction Fees

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


<TABLE>
<CAPTION>
       Years From Receipt of Purchase Payment        Early Withdrawal Charge
       -------------------------------------         -----------------------
              <S>                                              <C>
                     Less than 3                               8%

              3 or more but less than 4                        7%

              4 or more but less than 5                        6%

              5 or more but less than 6                        5%

              6 or more but less than 7                        4%

              7 or more but less than 8                        3%

                      8 or more                                0%
</TABLE>

<TABLE>
<CAPTION>
<S>                                                                    <C>
Annual Maintenance Fee ................................................$30.00(1)

Transfer charge ........................................................$0.00(2)
</TABLE>


Maximum Fees Deducted from Investments in the Separate Account

Amount During the Accumulation Phase. (Daily deductions equal to the given
percentage of values invested in the subaccounts on an annual basis.)

<TABLE>
<CAPTION>
Death Benefit Option I
- ----------------------
    <S>                                                             <C>
    Mortality and Expense Risk Charge                               1.25%

    Administrative Expense Charge                                   0.15%
                                                                    -----

    Total Separate Account Expenses                                 1.40%


Death Benefit Option II
- -----------------------

    Mortality and Expense Risk Charge                               1.45%

    Administrative Expense Charge                                   0.15%
                                                                    -----

    Total Separate Account Expenses                                 1.60%


Amount During the Income Phase. (Daily deductions equal to the given percentage
of values invested in the subaccounts on an annual basis.)

    Mortality and Expense Risk Charge                               1.25%
</TABLE>


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

In this Section:

[diamond] Maximum Transaction Fees

[diamond] Maximum Fees Deducted from Investments in the Separate Account

[diamond] Fees Deducted by the Funds

[diamond] Hypothetical Examples

Also see the "Fees" section for:

[diamond] How, When and Why Fees are Deducted

[diamond] Reduction, Waiver and/or Elimination of Certain Fees

[diamond] Premium and Other Taxes

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


                                       6
<PAGE>

<TABLE>
<CAPTION>
    <S>                                                             <C>
    Administrative Expense Charge                                      0.00%(3)
                                                                    --------

    Total Separate Account Expenses                                    1.25%
</TABLE>

(1)The annual maintenance fee will be waived if your account value is $50,000 or
   greater on the date this fee is due.

(2)During the accumulation phase, we currently allow you 12 free transfers each
   account year. We reserve the right to charge $10 for each additional
   transfer. We currently do not impose this charge. See "Transfers" for
   additional information.

(3)We currently do not deduct an administrative expense charge during the income
   phase; however, we reserve the right to deduct a daily charge of not more
   than 0.25% per year. See "Income Phase--Charges Deducted."



                                        7
<PAGE>

Fees Deducted by the Funds

Using this information. The following table shows the investment advisory fees
and other expenses charged annually by each fund. Fund fees are one factor that
impacts the value of a fund share. To learn more about additional factors
impacting the share value, refer to the fund prospectus.

How fees are deducted. The fund fees are not deducted from account values.
Instead, they are deducted from the value of the fund shares on a daily basis,
which in turn affects the value of each subaccount that purchases fund shares.
Except as noted below, the following figures are a percentage of the average net
assets of each fund, and are based upon figures for the year ended December 31,
1998.

<TABLE>
<CAPTION>
                                                     Fund Expense Table

                                                      Investment   Other   Total Fund Annual     Total     Net Fund Annual
                                                       Advisory   Expenses  Expenses Without  Waivers and  Expenses After
                                                        Fees(1)                Waivers or     Reductions     Waivers or
                                                                               Reductions                    Reductions
<S>                                                      <C>       <C>           <C>             <C>            <C>
Aetna Balanced VP, Inc.(3)                               0.50%     0.09%         0.59%            --            0.59%

Aetna Bond VP(3)                                         0.40%     0.10%         0.50%            --            0.50%

Aetna Growth VP(2)(3)                                    0.60%     0.15%         0.75%           0.00%          0.75%

Aetna Growth and Income VP(3)                            0.50%     0.08%         0.58%            --            0.58%

Aetna Index Plus Large Cap VP(2)(3)                      0.35%     0.10%         0.45%           0.00%          0.45%

Aetna International VP(2)(3)                             0.85%     1.22%         2.07%           0.92%          1.15%

Aetna Money Market VP(3)                                 0.25%     0.09%         0.34%            --            0.34%

Aetna Real Estate Securities VP(2)(3)                    0.75%     0.73%         1.48%           0.53%          0.95%

Aetna Small Company VP(2)(3)                             0.75%     0.14%         0.89%           0.00%          0.89%

AIM V.I. Capital Appreciation Fund(4)                    0.62%     0.05%         0.67%            --            0.67%

AIM V.I. Growth Fund(4)                                  0.64%     0.08%         0.72%            --            0.72%

AIM V.I. Growth and Income Fund(4)                       0.61%     0.04%         0.65%            --            0.65%

AIM V.I. Value Fund(4)                                   0.61%     0.05%         0.66%            --            0.66%

Fidelity VIP Equity-Income Portfolio(5)                  0.49%     0.09%         0.58%           0.01%          0.57%

Fidelity VIP Growth Portfolio(5)                         0.59%     0.09%         0.68%           0.02%          0.66%

Fidelity VIP High Income Portfolio(5)                    0.58%     0.12%         0.70%           0.00%          0.70%

Fidelity VIP II Contrafund Portfolio(5)                  0.59%     0.11%         0.70%           0.04%          0.66%

Janus Aspen Aggressive Growth Portfolio(6)               0.72%     0.03%         0.75%           0.00%          0.75%

Janus Aspen Balanced Portfolio(6)                        0.72%     0.02%         0.74%           0.00%          0.74%

Janus Aspen Growth Portfolio(6)                          0.72%     0.03%         0.75%           0.07%          0.68%

Janus Aspen Worldwide Growth Portfolio(6)                0.67%     0.07%         0.74%           0.02%          0.72%

MFS Total Return Series(7)                               0.75%     0.16%         0.91%           0.00%          0.91%

Oppenheimer Aggressive Growth Fund/VA(4)                 0.69%     0.02%         0.71%            --            0.71%

Oppenheimer Main Street Growth & Income Fund/VA(4)       0.74%     0.05%         0.79%            --            0.79%

Oppenheimer Strategic Bond Fund/VA(4)                    0.74%     0.06%         0.80%            --            0.80%

PPI MFS Emerging Equities Portfolio(8)                   0.68%     0.13%         0.81%           0.00%          0.83%

PPI MFS Research Growth Portfolio(8)                     0.70%     0.15%         0.85%            --            0.85%

PPI MFS Value Equity Portfolio(8)                        0.65%     0.25%         0.90%            --            0.90%

PPI Scudder International Growth Portfolio(8)            0.80%     0.20%         1.00%            --            1.00%
</TABLE>


                                       8
<PAGE>

Footnotes to the "Fund Expense 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.

(2) The investment adviser is contractually obligated through December 31, 1999
to waive all or a portion of its investment advisory fee and/or its
administrative services fee and/or to reimburse a portion of other expenses in
order to ensure that the portfolio's Total Fund Annual Expenses do not exceed
the percentage reflected under Net Fund Annual Expenses After Waivers or
Reductions.

(3) Prior to May 1, 1998, the portfolio's investment adviser provided
administrative services to the portfolio and assumed the portfolio's ordinary
recurring direct costs under an administrative services agreement. After that
date, the portfolio's investment adviser provided administrative services but no
longer assumed all of the portfolio's ordinary recurring direct costs under an
administrative services agreement. The administrative fee is 0.075% on the first
$5 billion in assets and 0.050% on all assets over $5 billion. The "Other
Expenses" shown are not based on actual figures for the year ended December 31,
1998, but reflect the fee payable under the new administrative services
agreement and estimates the portfolio's ordinary recurring direct costs.

(4) Fee waiver/expense reimbursement obligations do not apply to these
portfolios.

(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.

(6) All expenses are stated both with and without contractual waivers and fee
reductions by Janus Capital. Fee reductions for the Aggressive Growth, Balanced,
Growth and Worldwide Growth Portfolios reduce the Management fee to the level of
the corresponding Janus retail fund. Other waivers, if applicable, are first
applied against the Management Fee and then against Other Expenses. Janus
Capital has agreed to continue the other waivers and fee reduction until at
least the next annual renewal of the advisory agreement.

(7) Each series has an expense offset arrangement which reduces the series'
custodian fee based upon the amount of cash maintained by the series with its
custodian and dividend disbursing agent. Each series may enter into other such
arrangements and directed brokerage arrangements, which would also have the
effect of reducing the series' expenses. Expenses do not take into account these
expense reductions, and are therefore higher than the actual expenses of the
series.

(8) The investment adviser has agreed to reimburse the portfolios for expenses
and/or waive its fees, so that, through at least April 30, 2000, the aggregate
of each portfolio's expenses will not exceed the combined investment advisory
fees and other expenses shown under the Net Fund Annual Expenses After Waivers
or Reductions column above. For the Portfolio Partners MFS Emerging Equities
Portfolio, the Total Fund Annual Expenses Without Waivers or Reductions for 1998
were less than the percentage reflected under the Net Annual Fund Expenses After
Waivers or Reductions column. Nevertheless, the investment adviser will waive
fees and/or reimburse expenses if that portfolio's Total Fund Annual Expenses
Without Waivers or Reductions for 1999 exceed the percentage reflected under the
Net Fund Annual Expenses After Waivers or Reductions column.


                                       9
<PAGE>

Hypothetical Example

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 and a 4% premium bonus. The premium
bonus may be less. For the purpose of these examples, we deducted total annual
fund expenses and the maximum charges under the contract (i.e., a mortality and
expense risk charge of 1.45% annually for Death Benefit Option II, an
administrative expense charge of 0.15% annually and a maximum annual maintenance
fee of $30 (converted to a percentage of assets equal to x.xxx%)). The total
annual fund expenses used are those shown in the column "Total Annual Expenses
Without Waivers or Reductions" in the Fund Expense Table.

- --------------------------------------------------------------------------------
[Diamond] These examples are purely hypothetical.

[Diamond] They should not be considered a representation of past or future
          expenses or expected returns.

[Diamond] Actual expenses and/or returns may be more or less than those shown
          in these examples.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          EXAMPLE A                                    EXAMPLE B
                                            If you withdraw your entire account          If at the end of the periods shown you (1)
                                            value at the end of the periods shown,       leave your entire account value invested or
                                            you would pay the following expenses,        (2) select an income phase payment option,
                                            including any including any applicable       would pay the following expenses (no
                                            early withdrawal charge:                     early withdrawal charge is reflected):*

                                            1 year    3 years    5 years    10 years     1 year     3 years   5 years   10 years
                                            ------    -------    -------    --------     ------     -------   -------   --------
<S>                                            <C>       <C>        <C>         <C>        <C>         <C>       <C>        <C>
Aetna Balanced VP, Inc.                        $         $          $           $          $           $         $          $
Aetna Bond VP                                  $         $          $           $          $           $         $          $
Aetna Growth VP                                $         $          $           $          $           $         $          $
Aetna Growth and Income VP                     $         $          $           $          $           $         $          $
Aetna Index Plus Large Cap VP                  $         $          $           $          $           $         $          $
Aetna International VP                         $         $          $           $          $           $         $          $
Aetna Money Market VP                          $         $          $           $          $           $         $          $
Aetna Real Estate Securities VP                $         $          $           $          $           $         $          $
Aetna Small Company VP                         $         $          $           $          $           $         $          $
AIM V.I. Capital Appreciation Fund             $         $          $           $          $           $         $          $
AIM V.I. Growth Fund                           $         $          $           $          $           $         $          $
AIM V.I. Growth & Income Fund                  $         $          $           $          $           $         $          $
AIM V.I. Value Fund                            $         $          $           $          $           $         $          $
Fidelity VIP Equity-Income Portfolio           $         $          $           $          $           $         $          $
Fidelity VIP Growth Portfolio                  $         $          $           $          $           $         $          $
Fidelity VIP High Income Portfolio             $         $          $           $          $           $         $          $
Fidelity VIP II Contrafund Portfolio           $         $          $           $          $           $         $          $
Janus Aspen Aggressive Growth Portfolio        $         $          $           $          $           $         $          $
Janus Aspen Balanced Portfolio                 $         $          $           $          $           $         $          $
Janus Aspen Growth Portfolio                   $         $          $           $          $           $         $          $
Janus Aspen Worldwide Growth Portfolio         $         $          $           $          $           $         $          $
MFS Total Return Series                        $         $          $           $          $           $         $          $
Oppenheimer Aggressive Growth Fund/VA          $         $          $           $          $           $         $          $
Oppenheimer Main Street Growth & Income        $         $          $           $          $           $         $          $
Fund/VA
Oppenheimer Strategic Bond Fund/VA             $         $          $           $          $           $         $          $
PPI MFS Emerging Equities Portfolio            $         $          $           $          $           $         $          $
PPI MFS Research Growth Portfolio              $         $          $           $          $           $         $          $
PPI MFS Value Equity Portfolio                 $         $          $           $          $           $         $          $
PPI Scudder International Growth Portfolio     $         $          $           $          $           $         $          $
</TABLE>


                                       10
<PAGE>

* This example does not apply during the income phase if you select a
nonlifetime income phase payment option with variable payments and take a
lump-sum withdrawal 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).


                                       11
<PAGE>

                         Condensed Financial Information
- --------------------------------------------------------------------------------

As of the date of this prospectus, we had not begun selling the contract and the
subaccounts did not have any assets attributable to the contract. Therefore, no
condensed financial information is presented herein.


                               Investment Options
- --------------------------------------------------------------------------------

The contract offers variable investment options and fixed interest options.

Variable Investment Options. These options are called subaccounts. The
subaccounts are within Variable Annuity Account B (the separate account), a
separate account of the Company. Each subaccount invests in a specific mutual
fund. You do not invest directly in or hold shares of the funds.

[Diamond] Mutual Fund (fund) Descriptions. We provide brief descriptions of the
          funds in Appendix III. Investment results of the funds are likely to
          differ significantly and there is no assurance that any of the funds
          will achieve their respective investment objectives. Shares of the
          funds will rise and fall in value and you could lose money by
          investing in the funds. Shares of the funds are not bank deposits and
          are not guaranteed, endorsed or insured by any financial institution,
          the Federal Deposit Insurance Corporation or any other government
          agency. Unless otherwise noted, all funds are diversified as defined
          under the Investment Company Act of 1940. Refer to the fund
          prospectuses for additional information. Fund prospectuses may be
          obtained, free of charge, from our Home Office at the address and
          phone number listed in "Contract Overview -- Questions: Contacting the
          Company" or by contacting the SEC Public Reference Room.

Fixed Interest Options. If available in your state, the ALIAC Guaranteed Account
(the Guaranteed Account) or the Fixed Account. The Guaranteed Account offers
certain guaranteed minimum interest rates for a stated period of time. Amounts
must remain in the Guaranteed Account for specific periods to receive the quoted
interest rates, or a market value adjustment will be applied. The market value
adjustment may be positive or negative. The Fixed Account guarantees payment of
the minimum interest rate specified in the contract. The Fixed Account is only
available in certain states. For a description of these options see Appendices I
and II and the Guaranteed Account prospectus.

- --------------------------------------------------------------------------------
Selecting Investment Options

          o  Choose options appropriate for you. Your Company representative can
             help you evaluate which investment options may be appropriate for
             your financial goals.

          o  Understand the risks associated with the options you choose. Some
             subaccounts invest in funds that are considered riskier than
             others. Funds with additional risks are expected to have values
             that rise and fall more rapidly and to a greater degree than other
             funds. For example: Funds investing in foreign or international
             securities are subject to additional risks not associated with
             domestic investments, and their performance may vary accordingly.
             Also, funds using derivatives in their investment strategy may be
             subject to additional risks.

          o  Be informed. Read this prospectus, the fund prospectuses, the
             Guaranteed Account and Fixed Account appendices and the Guaranteed
             Account prospectus.

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

Limits on Availability of Options. Some funds or fixed interest options may be
unavailable through your contract or in your state. We may add, withdraw or
substitute funds, subject to the conditions in your contract and compliance with
regulatory requirements.

We may disallow investment in a subaccount if fund shares are unavailable to the
separate account or if we judge that further investments in such shares would be
inappropriate for the contract. In addition, we may substitute shares of another
fund for shares already acquired. We reserve the right to do so without proxy
vote.

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 life of the contract. For
purposes of determining any limit, each subaccount and each guaranteed term of
the Guaranteed Account, or an investment in the Fixed Account in certain
contracts, will be considered an investment option.

Limits Imposed by the Underlying Fund. Orders for the purchase of fund shares
may be subject to acceptance by the fund. We reserve the right to reject,
without prior notice, any allocation of a purchase payment or premium bonus to a
subaccount if the subaccount's investment in the corresponding fund is not
accepted by the fund for any reason.

Additional Risks of Investing in the Funds (Mixed and Shared Funding).

"Shared funding" occurs when shares of a fund, which the subaccounts buy for
variable annuity contracts, are also bought by other insurance companies for
their variable annuity contracts.

"Mixed funding" occurs when shares of a fund, which the subaccounts buy for
variable annuity contracts, are bought for variable life insurance contracts
issued by the Company or other insurance companies.


                                       12
<PAGE>

[Diamond] Shared--bought by more than one company.

[Diamond] Mixed--bought for annuities and life insurance.

It is possible that a conflict of interest may arise due to mixed and/or shared
funding, which could adversely impact the value of a fund. For example: If a
conflict of interest occurred and one of the subaccounts withdrew its investment
in a fund, the fund may be forced to sell its securities at disadvantageous
prices, causing its share value to decrease. Each fund's Board of Directors or
Trustees will monitor events to identify any conflicts which may arise and to
determine what action, if any, should be taken to address such conflicts.


                       Transfers Among Investment Options
- --------------------------------------------------------------------------------

You may transfer amounts among the available subaccounts. During the
accumulation phase, we allow you 12 free transfers each account year. We reserve
the right to charge $10 for each additional transfer. We currently do not impose
this charge. During the income phase, if approved in your state, transfers are
limited to 12 each account year and allowed only if you select variable income
phase payments.

Transfers from the Guaranteed Account are subject to certain restrictions and
may be subject to a market value adjustment. Transfers from the Fixed Account
are subject to certain restrictions and transfers into the Fixed Account from
any of the other investment options are not allowed. Transfers must be made in
accordance with the terms of your contract.

Transfer Requests. Requests may be made in writing, by telephone or, where
applicable, electronically.

Limits on Frequent Transfers. The contract is not designed to serve as a vehicle
for frequent trading in response to short-term fluctuations in the market. Such
frequent trading can disrupt management of a fund and raise its expenses. This
in turn can have an adverse effect on fund performance. Accordingly,
organizations or individuals that use market-timing investment strategies and
make frequent transfers should not purchase the contract.

We reserve the right to restrict, in our sole discretion and without prior
notice, transfers initiated by a market-timing organization or an individual or
other party authorized to give transfer instructions on behalf of multiple
contract holders. Such restrictions could include: (1) not accepting transfer
instructions from an agent acting on behalf of more than one contract holder;
and (2) not accepting preauthorized transfer forms from market timers or other
entities acting on behalf of more than one contract holder at a time.

We further reserve the right to impose, without prior notice, restrictions on
transfers that we determine, in our sole discretion, will disadvantage or
potentially hurt the rights or interests of other contract holders.

Additionally, orders for the purchase of fund shares may be subject to
acceptance by the fund. We reserve the right to reject, without prior notice,
any transfer request to a subaccount if the subaccount's investment in the
corresponding fund is not accepted for any reason.

Value of Your Transferred Dollars. The value of amounts transferred into or out
of subaccounts will be based upon the subaccount unit values next determined
after we receive your transfer request at our Home Office, or, if you are
participating in the dollar cost averaging or account rebalancing program, after
your scheduled transfer or reallocation.

Telephone Transfers: Security Measures. To prevent fraudulent use of telephone
transactions, we have established security procedures. These include recording
calls on our toll-free telephone lines and requiring use of a personal
identification number (PIN) to execute transactions. You are responsible for
keeping your PIN and account information confidential. If we fail to follow
reasonable security procedures, we may be liable for losses due to unauthorized
or fraudulent telephone transactions. We are not liable for losses resulting
from telephone instructions we believe to be genuine. If a loss occurs when we
rely on such instructions, you will bear the loss.

The Dollar Cost Averaging Program. Dollar cost averaging is an investment
strategy whereby you purchase fixed dollar amounts of an investment at regular
intervals, regardless of price. Under this program a fixed dollar amount is
automatically transferred from certain subaccounts, the Guaranteed Account or
Fixed Account to any of the other subaccounts. A market value adjustment will
not be applied to dollar cost averaging transfers from a guaranteed term of the
Guaranteed Account during participation in the dollar cost averaging program. If
such participation is discontinued, we will automatically transfer the remaining
balance in that guaranteed term to another guaranteed term of the same duration,
unless you initiate a transfer into another investment option. In either case, a
market value adjustment will apply. See Appendix I for more information about
dollar cost averaging from the Guaranteed Account. If dollar cost averaging is
stopped with respect to amounts invested in the Fixed Account, the remaining
balance will be transferred to the money market subaccount.

Dollar cost averaging neither ensures a profit nor guarantees against loss in a
declining market. You should consider your financial ability to continue
purchases through periods of low price levels. There is no additional charge for
this program and transfers made under this program do not count as transfers
when determining the number of free transfers that may be made each calendar
year. For additional information about this program, contact your local
representative or call us at the number listed in "Contract Overview --
Questions: Contacting the Company."

In certain states, purchase payments and premium bonuses allocated to the Fixed
Account may require participation in the dollar cost averaging program.


                                       13
<PAGE>

Dollar cost averaging is not available if you elect to participate in the
account rebalancing program.

The Account Rebalancing Program. Account rebalancing allows you to reallocate
your account value to match the investment allocations you originally selected.
Only account values invested in the subaccounts may be rebalanced. We
automatically reallocate your account value annually (or more frequently as we
allow). Account rebalancing neither ensures a profit nor guarantees against loss
in a declining market. There is no additional charge for this program and
transfers made under this program do not count as transfers when determining the
number of free transfers that may be made each calendar year. You may
participate in this program by completing the account rebalancing section of
your application, or by contacting us at the address and/or number listed in
"Contract Overview -- Questions: Contacting the Company."

Account rebalancing is not available if you elect to participate in the dollar
cost averaging program.


                               Purchase And Rights
- --------------------------------------------------------------------------------

How to Purchase

[Diamond] Individual Contracts. In some states, where group contracts are not
          available, you may purchase the contract directly from us by
          completing an application and delivering it and your initial purchase
          payment to us. Upon our approval we will issue you a contract, set up
          an account for you under the contract and credit your account with a
          premium bonus.

[Diamond] Group Contracts. In most states we have distributors, usually
          broker/dealers or banks, who hold the contract as a group contract
          (see "Distribution"). You may purchase an interest (or, in other
          words, participate) in the group contract by contacting a distributor
          and completing an application and delivering it with your initial
          purchase payment to that distributor. Upon our approval, we will set
          up an account for you under the group contract, issue you a
          certificate showing your rights under the contract and credit your
          account with a premium bonus.

[Diamond] Joint Contracts (generally spouses). For a nonqualified contract, you
          may participate in a group contract as a joint contract holder.
          References to "contract holder" in this prospectus mean both contract
          holders under joint contracts. Tax law prohibits the purchase of
          qualified contracts by joint contract holders.

Maximum Issue Age. The maximum ages for you and the annuitant (if you are not
the annuitant) on the date we establish your account are as follows:

<TABLE>
<CAPTION>
                                    Maximum Issue Age
                                    -----------------
     <S>                                    <C>
     Death Benefit Option I                 85
     Death Benefit Option II                75
</TABLE>


Your Rights Under the Contract.

[Diamond] Individual Contracts. You have all contract rights.

[Diamond] Group Contracts. The holder of the group contract has title to the
          contract and, generally, only the right to accept or reject any
          modifications to the contract. You have all other rights to your
          account under the contract.

[Diamond] Joint Contracts. Joint contract holders have equal rights under the
          contract with respect to their account. All rights under the contract
          must be exercised by both joint contract holders with the exception of
          transfers among investment options. See the "Death Benefit" section
          for the rights of the surviving joint contract holder upon the death
          of a joint contract holder prior to the income phase start date.

Purchase Payment Methods. The following purchase payment methods are allowed:

[Diamond] One lump sum;

[Diamond] Periodic payments; or

[Diamond] Transfer or rollover from a pre-existing retirement plan or account.

We reserve the right to reject any purchase payments to a prospective or
existing account without advance notice.

Purchase Payment Amounts. The minimum initial purchase payment amounts are as
follows:

<TABLE>
<CAPTION>
                                            Non-Qualified:        Qualified:*
                                            --------------        -----------
     <S>                                        <C>                 <C>
     Minimum Initial Purchase Payment           $15,000             $1,500
</TABLE>

     *The Tax Code imposes a maximum limit on annual purchase payments which may
be excluded from your gross income.

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

The amount of any premium bonus credited to your account is not considered part
of the purchase payment.


                                       14
<PAGE>

Reduction of Purchase Payment Amounts. In certain circumstances we may reduce
the minimum initial or additional purchase payment amount we will accept under a
contract. Whether such a reduction is available is based upon consideration of
one or more of the following factors:

[Diamond] The size and type of the prospective group, if any, to which the
          reduction would apply;

[Diamond] The method and frequency of purchase payments to be made under the
          contract; or

[Diamond] The amount of compensation to be paid to distributors and their
          registered representative on each purchase payment.

Any reduction of the minimum initial or additional purchase payment amount will
not be unfairly discriminatory against any person. We will make any such
reduction according to our own rules in effect at the time the purchase payment
is received. We reserve the right to change these rules from time to time.

Acceptance or Rejection of Your Application. We must accept or reject your
application within two business days of receipt. If the application is
incomplete, we may hold any forms and accompanying purchase payment(s) for five
business days. We may hold purchase payments for longer periods, pending
acceptance of the application, only with your permission. If the application is
rejected, the application and any purchase payments will be returned to you.

Allocating Purchase Payments to the Investment Options. We will allocate your
purchase payments and any premium bonuses among the investment options you
select. Allocations must be in whole percentages and there may be limits on the
number of investment options you may select. When selecting investment options,
you may find it helpful to review the "Investment Options" section.

                                  Premium Bonus
- --------------------------------------------------------------------------------

Premium Bonus. We will credit a premium bonus to your account whenever you make
an eligible purchase payment. The premium bonus is a percentage of the eligible
purchase payment, and the percentage is determined based upon the sum of all
purchase payments made, less withdrawals ("net cumulative purchase payments"),
as follows:

<TABLE>
<CAPTION>
           Net Cumulative                                   Premium
           Purchase Payments                                Bonus Percentage
           -----------------                                ----------------
           <S>                                              <C>
           $1,500 to $14,999                                2.00%
           $15,000 to $2,499,999                            4.00%
           $2,500,000 or more                               5.00%
</TABLE>

Withdrawals will reduce the eligibility of subsequent purchase payments to
receive the premium bonus. The amount of a purchase payment eligible for a
premium bonus is the amount of the net cumulative purchase payments minus the
sum of purchase payments upon which a premium bonus has previously been paid.

Example: If you make the following purchase payments and withdrawals under a
qualified contract, we will credit premium bonuses to your account, calculated
as follows:

<TABLE>
<CAPTION>
Purchase         Premium
Payment        Bonus Amount      Withdrawal   Explanation
- --------       ------------      ----------   -----------
<S>                <C>             <C>         <C>
$10,000            $200                        This entire purchase payment is eligible for a 2.00% premium bonus. Therefore, a
                                               $200 premium bonus would be credited to your account ($10,000 multiplied by 2.00%).

                                   $5,000      This withdrawal will reduce the eligibility of subsequent purchase payments to
                                               receive the premium bonus.

 $3,000             $0                         This purchase payment is not eligible for a premium bonus because it is completely
                                               offset by the prior $5,000 withdrawal.

 $4,000             $40                        The amount of the purchase payment eligible for the premium bonus is $2,000
                                               (the sum of purchase payments made reduced by prior withdrawals minus the sum of
                                               purchase payments upon which a premium bonus has previously been paid).The premium
                                               bonus percentage is 2% based upon a $12,000 net cumulative purchase payment amount.
                                               Therefore, a $40 premium bonus would be credited to your account ($2,000 multiplied
                                               by 2.00%).

 $5,000            $200                        All of this purchase payment is eligible for a premium bonus because the prior
                                               withdrawal was completely used to offset the premium bonuses on the prior two
                                               purchase payments. The premium bonus percentage is 4% based upon a $17,000 net
                                               cumulative purchase payment amount. Accordingly, a $200 premium bonus would be
                                               credited to your account ($5,000 multiplied by 4%).
</TABLE>

This example is intended to illustrate how the premium bonus is calculated; it
does not include the effect of any early withdrawal


                                       15
<PAGE>

charge, or market value adjustment for amounts invested in the guaranteed
account, related to any withdrawals.

The premium bonus is included in your account value and will be allocated among
the investment options you have selected in the same proportion as the purchase
payment. The amount of any premium bonus credited to your account is not
considered part of the purchase payment. Rather, it is considered gain under the
contract.

The amount of the death benefit will not include any premium bonus credited to
your account after or within 12 months of the date of death. See "Death Benefit
- -- Death Benefit Amount." Likewise, any premium bonus credited to your account
within 24 months of electing an income phase payment option will be forfeited
and not included in your account value when calculating the payment amount. See
"The Income Phase -- Premium Bonus." Also, if you exercise your free look
privilege and cancel your contract, the amount refunded to you will not include
any premium bonus. See "Right to Cancel."


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

When and How to Cancel. You may cancel your contract within ten days of receipt
(some states allow longer) by returning it to our Home Office along with a
written notice of cancellation.

Refunds. We will issue you a refund within seven days of our receipt of your
contract and written notice of cancellation. Unless your state requires
otherwise or unless you purchased an IRA, your refund will equal the purchase
payments made plus any earnings or minus any losses attributable to those
purchase payments allocated among the subaccounts. In other words, you will bear
the entire investment risk for amounts allocated among the subaccounts during
this period and the amount refunded could be less than the amount paid. If your
state requires or if you purchased an IRA, we will refund all purchase payments
made. Any refund will not include any premium bonus credited to your account.

If the purchase payments for your canceled contract came from a rollover from
another contract issued by us or one of our affiliates where an early withdrawal
charge was reduced or eliminated, the purchase payments will be restored to your
prior contract.

                                      Fees
- --------------------------------------------------------------------------------

The following repeats and adds to information provided in the "Fee Table"
section. Please review both sections for information on fees.

TRANSACTION FEES

Early Withdrawal Charge

Withdrawals of all or a portion of your account value may be subject to a
charge.

Amount. A percentage of the purchase payments that you withdraw.

Early Withdrawal Charge Schedule

<TABLE>
<CAPTION>
  ------------------------------------- ---------------------------------------
  Years From Receipt of Purchase Payment             Early Withdrawal Charge
  -------------------------------------              -----------------------
        <S>                                                     <C>
               Less than 3                                      8%
        3 or more but less than 4                               7%
        4 or more but less than 5                               6%
        5 or more but less than 6                               5%
        6 or more but less than 7                               4%
        7 or more but less than 8                               3%
                8 or more                                       0%
  ------------------------------------- ---------------------------------------
</TABLE>

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

Types of Fees

There are four types of fees or
deductions that may affect your
account.

TRANSACTION FEES

o  Early Withdrawal Charge

o  Annual Maintenance Fee

o  Transfer Charge

FEES DEDUCTED FROM INVESTMENTS IN
THE SEPARATE ACCOUNT

o    Mortality and Expense Risk
     Charge

o    Administrative Expense Charge

FEES DEDUCTED BY THE FUNDS

o  Investment Advisory Fees

o  Other Expenses

PREMIUM AND OTHER TAXES

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


                                       16
<PAGE>

Purpose. This is a deferred sales charge. It reimburses us for some of the sales
and administrative expenses associated with the contract. Our remaining sales
and administrative expenses will be covered by our general assets which are
attributable in part to the mortality and expense risk charge described in this
section.

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

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

Earnings (including any premium bonus) may be withdrawn after all purchase
payments have been withdrawn. There is no early withdrawal charge for withdrawal
of earnings.

Free Withdrawals. 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.

The free withdrawal amount will be adjusted for amounts withdrawn under a
systematic distribution option or taken as a required minimum distribution
during the account year.

Waiver. The early withdrawal charge is waived for purchase payments withdrawn if
the withdrawal is:

[Diamond] Used to provide income phase payments to you;

[Diamond] Paid due to the annuitant's death during the accumulation phase in an
          amount up to the sum of purchase payments made, minus the total of all
          partial withdrawals and deductions made prior to the annuitant's
          death;

[Diamond] Paid upon a full withdrawal where your account value is $2,500 or less
          and no part of the account has been withdrawn during the prior 12
          months;

[Diamond] If approved in your state, taken under a qualified contract when the
          amount withdrawn is equal to the minimum distribution required by the
          Tax Code for your account calculated using a method permitted under
          the Tax Code and agreed to by us (including required minimum
          distributions using the ECO systematic distribution option); or

[Diamond] Paid upon termination of your account by us (see "Other Topics --
          Involuntary Terminations").


Annual Maintenance Fee

Maximum Amount. $30.00

When/How. Each year during the accumulation phase we deduct this fee from your
account value. We deduct it on your account anniversary and at the time of full
withdrawal. It is deducted proportionally from each investment option.

Purpose. This fee reimburses us for administrative expenses relating to the
establishment and maintenance of your account.

Elimination. We will not deduct the annual maintenance fee if your account value
is $50,000 or more on the date this fee is to be deducted.

Transfer Charge

Amount. During the accumulation phase, we currently allow you 12 free transfers
each account year. We reserve the right to charge $10 for each additional
transfer. We currently do not impose this charge.

Purpose. This fee reimburses us for administrative expenses associated with
transferring your dollars among investment options.


FEES DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT

Mortality and Expense Risk Charge

Maximum Amount. The amount of this charge depends on which death benefit option
you select. For Death Benefit Option I, this charge, on an annual basis, is
equal to 1.25% of your account value invested in the subaccounts. For Death
Benefit Option II, this


                                       17
<PAGE>

charge, on an annual basis, is equal to 1.45% of your account value invested in
the subaccounts.

When/How. We deduct this fee daily from the subaccounts corresponding to the
funds you select. We do not deduct this fee from any fixed interest option.

Purpose. This fee compensates us for the mortality and expense risks we assume
under the contract.

[Diamond] The mortality risk is the risk associated with our promises to pay the
          death benefit available under the contract and to make lifetime income
          phase payments based upon annuity rates specified in the contract.

[Diamond] The expense risk is the risk that the actual expenses we incur under
          the contract will exceed the maximum costs that we can charge.

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.


Administrative Expense Charge

Maximum Amount. This charge, on an annual basis, is equal to 0.15% of your
account value invested in the subaccounts during the accumulation phase. There
is currently no administrative expense charge during the income phase; however,
we reserve the right to assess an administrative expense charge of up to 0.25%
during the income phase.

When/How. If imposed, we deduct this fee daily from the subaccounts
corresponding to the funds you select. We do not deduct this fee from the fixed
interest options. This charge may be assessed during the accumulation phase or
the income phase. If we are imposing this fee when you enter the income phase,
the fee will apply to you during the entire income phase.

Purpose. This fee helps defray our administrative expenses that cannot be
covered by the mortality and expense risk charges described above. The charge is
not intended to exceed the average expected cost of administering the contract.
We do not expect to make a profit from this fee.

REDUCTION OR ELIMINATION OF CERTAIN FEES

When sales of the contract are made to individuals or a group of individuals in
a manner that results in savings of sales or administrative expenses, we may
reduce or eliminate the early withdrawal charge, annual maintenance fee,
mortality and expense risk charge or administrative expense charge. Our decision
to reduce or eliminate any of these charges will be based on one or more of the
following:

[Diamond] The size and type of group to whom the contract is issued;

[Diamond] The amount of expected purchase payments;

[Diamond] A prior or existing relationship with the Company, such as being an
          employee or former employee of the Company or one of our affiliates,
          receiving distributions or making transfers from other contracts
          issued by us or one of our affiliates, or transferring amounts held
          under qualified retirement plans sponsored by us or one of our
          affiliates;

[Diamond] The type and frequency of administrative and sales services provided;
          or

[Diamond] The level of annual maintenance fee and early withdrawal charges.

The reduction or elimination of any of these charges will not be unfairly
discriminatory against any person and will be done according to our rules in
effect at the time the contract is issued. We reserve the right to change these
rules from time to time.
The right to reduce or eliminate any of these charges may be subject to state
approval.


FEES DEDUCTED BY THE FUNDS

Maximum Amount. Each fund's advisory fee and expenses are different. They are
set forth in "Fee Table--Fees Deducted by the Funds" and described in more
detail in each fund prospectus.

When/How. The fund fees are not deducted from your account value. Instead, fund
expenses are reflected in the daily value of fund shares, which in turn will
affect the daily value of the subaccounts.

Purpose. These expenses help to pay the fund investment adviser and operating
expenses.


PREMIUM AND OTHER TAXES

Maximum Amount. Some states and municipalities charge a premium tax on
annuities. These taxes currently range from 0% to 4%, depending upon
jurisdiction.

When/How. We reserve the right to deduct premium taxes from your account value
or from purchase payments to the account at any


                                       18
<PAGE>

time, but not before there is a tax liability under state law. Our current
practice is to deduct premium taxes at the time of a complete withdrawal or the
commencement of income phase payments. We will not deduct any municipal premium
tax of 1% or less, but we reserve the right to reflect such an expense in our
annuity purchase rates.

In addition, the Company reserves the right to assess a charge for any federal
taxes due against the separate account. See "Taxation."


                               Your Account Value
- --------------------------------------------------------------------------------

During the accumulation phase, your account value at any given time equals:

[Diamond] The current dollar value of amounts invested in the subaccounts; plus

[Diamond] The current dollar values of amounts invested in the fixed interest
          options, including interest earnings to date.

Subaccount Accumulation Units. When a fund is selected as an investment option,
your account dollars invest in "accumulation units" of the Variable Annuity
Account B subaccount dedicated to that fund. The subaccount invests directly in
the fund shares. The value of your interests in a subaccount is expressed as the
number of accumulation units you hold multiplied by an "Accumulation Unit
Value," as described below, for each unit.

Accumulation Unit Value (AUV). The value of each accumulation unit in a
subaccount is called the accumulation unit value or AUV. The AUV varies daily in
relation to the underlying fund's investment performance. The value also
reflects deductions for fund fees and expenses, the mortality and expense risk
charge, and the administrative charge (if any). We discuss these deductions in
more detail in "Fee Table" and "Fees."

Valuation. We determine the AUV every business day after the close of the New
York Stock Exchange. At that time, we calculate the current AUV by multiplying
the AUV last calculated by the "net investment factor" of the subaccount. The
net investment factor measures the investment performance of the subaccount from
one valuation to the next.

Current AUV = Prior AUV x Net Investment Factor

Net Investment Factor. The net investment factor for a subaccount between two
consecutive valuations equals the sum of 1.0000 plus the net investment rate.

Net Investment Rate. The net investment rate is computed according to a formula
that is equivalent to the following:

[Diamond] The net assets of the fund held by the subaccount as of the current
          valuation; minus

[Diamond] The net assets of the fund held by the subaccount at the preceding
          valuation; plus or minus

[Diamond] Taxes or provisions for taxes, if any, due to subaccount operations
          (with any federal income tax liability offset by foreign tax credits
          to the extent allowed); divided by

[Diamond] The total value of the subaccount's units at the preceding valuation;
          minus

[Diamond] A daily deduction for the mortality and expense risk charge, the
          administrative expense charge (if any) and any other fees deducted
          from investments in the separate account. See "Fees."

The net investment rate may be either positive or negative.

Hypothetical Illustration. As a hypothetical illustration, assume that your
initial purchase payment to a qualified contract is $5,000 and you direct us to
invest $3,000 in Fund A and $2,000 in Fund B. Also assume that on the day we
receive the purchase payment and credit a 2% premium bonus to your account, the
applicable AUV's after the next close of business of the New York Stock Exchange
are $10 for Subaccount A, and $20 for Subaccount B. Your account is credited
with 306 accumulation units of Subaccount A, and 102 accumulation units of
Subaccount B.

Step 1: You make an initial purchase payment of $5000 and we credit the your
account with a corresponding 2% ($100) premium bonus.

Step 2:
A.   You direct us to invest $3,000 in Fund A. The portion of the premium bonus
     related to the amount directed to Fund A is $60 ($3000 multiplied by 2%).
     The purchase payment and premium bonus purchase 306 accumulation units of
     Subaccount A ($3,060 divided by the $10 AUV).


                                       19
<PAGE>

<TABLE>
<S>                                                              <C>
                                                                     ---------------------------------------
B.   You direct us to invest $2,000 in Fund B. The portion of                      $5,000 contribution
     the premium bonus related to the amount directed to Fund        ---------------------------------------
     B is $40 ($2000 multiplied by 2%). The purchase
     payment and premium bonus purchase 102 accumulation                               Step 1 [down arrow]
     units of Subaccount B ($2,040 divided by the $20 AUV).
                                                                 ---------------------------------------------------
                                                                     Aetna Life Insurance and Annuity Company
                                                                 ---------------------------------------------------

                                                                                       Step 2 [down arrow]

                                                                 ---------------------------------------------------
                                                                             Variable Annuity Account B
                                                                 ---------------------------------------------------

                                                                 Subaccount A            Subaccount B         Etc.
                                                                 306                     102
                                                                 accumulation            accumulation
                                                                 units                   units

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

                                                                    [down arrow]    Step 3     [down arrow]

                                                                    ----------------      --------------
                                                                      Fund A                Fund B
                                                                    ----------------      --------------

</TABLE>

Step 3: The separate account purchases shares of the applicable funds at the
then current market value.

The fund's subsequent investment performance, expenses and charges, and the
daily charges deducted from the subaccount, will cause the AUV to move up or
down on a daily basis.

Purchase Payments to Your Account. If all or a portion of initial purchase
payments are directed to the subaccounts, they and the corresponding premium
bonus will purchase subaccount accumulation units at the AUV next computed after
our acceptance of the applicable application as described in "Purchase and
Rights." Any subsequent purchase payment and premium bonus or transfer directed
to the subaccounts will purchase subaccount accumulation units at the AUV next
computed following our receipt of the purchase payment or transfer request. The
value of subaccounts may vary day to day.


                                       20
<PAGE>

                                  Withdrawals
- --------------------------------------------------------------------------------

You may withdraw all or a portion of your account value at any time during the
accumulation phase. If you participate in the contract through a 403(b) plan,
certain restrictions apply. See "Restrictions on Withdrawals From 403(b) Plan
Accounts."

Steps for Making A Withdrawal

[Diamond] Select the withdrawal amount.

1.   Full Withdrawal: You will receive, reduced by any required withholding tax,
     your account value allocated to the subaccounts, the Guaranteed Account
     (plus or minus any applicable market value adjustment) and the Fixed
     Account, minus any applicable early withdrawal charge and annual
     maintenance fee.

2.   Partial Withdrawal (Percentage or Specified Dollar Amount): You will
     receive, reduced by any required withholding tax, the amount you specify,
     subject to the value available in your account. However, the amount
     actually withdrawn from your account will be adjusted by any applicable
     early withdrawal charge for amounts withdrawn from the subaccounts, the
     Guaranteed Account and/or the Fixed Account, and any positive or negative
     market value adjustment for amounts withdrawn from the Guaranteed Account.

See Appendices I and II and the Guaranteed Account prospectus for more
information.

[Diamond] Select investment options. If you do not specify this, we will
          withdraw dollars proportionally from each of your investment options.

[Diamond] Properly complete a disbursement form and deliver it to our Home
          Office.

Restrictions on Withdrawals From 403(b) Plan Accounts

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

Calculation of Your Withdrawal. We determine your account value every normal
business day after the close of the New York Stock Exchange. We pay withdrawal
amounts based upon your account value as of the next valuation after we receive
a request for withdrawal in good order at our Home Office.

Delivery of Payment. Payments for withdrawal requests will be made in accordance
with SEC requirements. Normally, your withdrawal amount will be sent no later
than seven calendar days following our receipt of a properly-completed
disbursement form in good order.

Reinvesting a Full Withdrawal. Within 30 days after a full withdrawal, if
allowed by law and the contract, you may elect to reinvest all or a portion of
your withdrawal. We must receive reinvested amounts within 60 days of the
withdrawal. We reserve the right, however, to accept a reinvestment election
received more than 30 days after the withdrawal and accept proceeds received
more than 60 days after the withdrawal. We will credit the account for the
amount reinvested based upon the subaccount values next computed following our
receipt of your request and the amount to be reinvested. No premium bonus will
be credited on amounts reinvested. We will credit the amount reinvested
proportionally for maintenance fees and early withdrawal charges imposed at the
time of withdrawal. We will deduct from the amounts reinvested any maintenance
fee which fell due after the withdrawal and before the reinvestment. We will
reinvest in the same investment options and proportions in place at the time of
withdrawal. The reinvestment privilege may be used only once. Special rules
apply to reinvestments of amounts withdrawn from the Guaranteed Account (see
Appendix I and the Guaranteed Account prospectus). We will not credit your
account for market value adjustments that we deducted at the time of your
withdrawal. Seek competent advice regarding the tax consequences associated with
reinvestment.

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

Taxes, Fees and Deductions

Amounts withdrawn may be
subject to one or more of the
following:

  [Diamond] Early Withdrawal Charge
            (see "Fees--Early Withdrawal
            Charge")

  [Diamond] Maintenance Fee (see "Fees--
            Maintenance Fee")

  [Diamond] Market Value Adjustment for
            amounts held in the
            Guaranteed Account (see
            Appendix I and the
            Guaranteed Account
            prospectus)

  [Diamond] Tax Penalty (see "Taxation")

  [Diamond] Tax Withholding (see
            "Taxation")

To determine which may apply,
refer to the appropriate sections of
this prospectus, contact your local
representative or call us at the
number listed in "Contract
Overview -- Questions: Contacting
the Company."

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


                                       21
<PAGE>

                         Systematic Distribution Options
- --------------------------------------------------------------------------------

The following systematic distribution options may be available:

[Diamond] SWO--Systematic Withdrawal Option. SWO is a series of automatic
          partial withdrawals from your account based upon a payment method you
          select. Consider this option if you would like a periodic income while
          retaining investment flexibility for amounts accumulated under the
          account.

[Diamond] ECO--Estate Conservation Option. ECO offers the same investment
          flexibility as SWO, but is designed for those who want to receive only
          the minimum distribution that the Tax Code requires each year. Under
          ECO, we calculate the minimum distribution amount required by law,
          generally at age 70-1/2 and pay you that amount once a year. ECO is
          not available under nonqualified contracts. An early withdrawal charge
          will not be deducted from and a market value adjustment will not be
          applied to any part of your account value paid under an ECO.

[Diamond] LEO--Life Expectancy Option. LEO provides for annual payments for a
          number of years equal to your life expectancy or the life expectancy
          of you and a designated beneficiary. It is designed to meet the
          substantially equal periodic payment exception to the 10% premature
          distribution penalty under Tax Code section 72. See "Taxation."

Other Systematic Distribution Options. We may add additional systematic
distribution options from time to time. You may obtain additional information
relating to any of the systematic distribution options from your local
representative or by calling us at the number listed in "Contract
Overview -- Contract Questions: Contacting the Company."

Eligibility for a Systematic Distribution Option. To determine if you meet the
age and account value criteria and to assess terms and conditions that may
apply, contact your local representative or the Company at the number listed in
"Contract Overview -- Questions: Contacting the Company."

Systematic Distribution Option Availability. If allowed by applicable law, we
reserve the right to discontinue the availability of one or all of the
systematic distribution options for new elections at any time, and/or to change
the terms of future elections.

Terminating a Systematic Distribution Option. You may revoke a systematic
distribution option at any time by submitting a written request to our Home
Office. ECO, once revoked, may not, unless allowed under the Tax Code, be
elected again.

Charges and Taxation. When you elect a systematic distribution option, your
account value remains in the accumulation phase and subject to the charges and
deductions described in the "Fees" and "Fee Table" sections. Taking a withdrawal
under a systematic distribution option may have tax consequences. If you are
concerned about tax implications, consult a qualified tax adviser before
electing an option.


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

Features of a Systematic
Distribution Option

A systematic distribution option
allows you to receive regular
payments from your contract
without moving into the income
phase. By remaining in the
accumulation phase, you retain
certain rights and investment
flexibility not available during
the income phase.

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


                                       22
<PAGE>

                                  Death Benefit
- --------------------------------------------------------------------------------


During the Accumulation Phase

Who Receives the Death Benefit? If you would like certain individuals or
entities to receive the death benefit when it becomes payable, you may
name them as your beneficiary. However, if you are a joint contract holder and
you die, the beneficiary will automatically be the surviving joint contract
holder. In this circumstance, any other beneficiary you named will be treated as
the primary or contingent beneficiary, as originally named, of the surviving
joint contract holder. The surviving joint contract holder may change the
beneficiary designation. If you die and no beneficiary exists, the death benefit
will be paid in a lump sum to your estate.

Designating Your Beneficiary. You may designate a beneficiary on your
application or by contacting your local representative or calling us at the
number listed in "Contract Overview -- Questions: Contacting the Company."

When is a Death Benefit Payable? During the accumulation phase a death benefit
is payable when the contract holder or the annuitant dies. If there are joint
contract holders, the death benefit is payable when either one dies.

Death Benefit Amount

The amount of the death benefit will depend on which death benefit option you
selected when you purchased the contract.

Death Benefit Option I. Upon the death of the annuitant, the death benefit
(which is calculated on the claim date) will be the greater of:

(1)  The sum of all purchase payments, plus any premium bonus credited to your
     account at least 12 months prior to the date of death, adjusted for amounts
     withdrawn or applied to an income phase payment option; or

(2)  The account value on the claim date, less any premium bonus credited to
     your account after or within 12 months of the date of death.

Death Benefit Option II. Upon the death of the annuitant, the death benefit
(which is calculated on the claim date) will be the greatest of:

(1)  The sum of all purchase payments, plus any premium bonus credited to your
     account at least 12 months prior to the date of death, adjusted for amounts
     withdrawn or applied to an income phase payment option; or

(2)  The account value on the claim date, less any premium bonus credited to
     your account after or within 12 months of the date of death; or

(3)  The "step-up value" (as described below) on the claim date.

Step-up value. The step-up value is equal to highest account value on the date
we establish your account or any anniversary of that date prior to the
annuitant's 85th birthday or death, whichever is earlier, adjusted for purchase
payments made and amounts withdrawn or applied to an income phase payment option
since the date of the highest account value and less any premium bonus credited
to your account after or within 12 months of the date of death.

Adjustment. For purposes of determining the death benefit, the adjustment for
purchase payments made will be dollar for dollar. The adjustment for amounts
withdrawn or applied to an income phase payment option will be proportionate,
reducing the sum of all purchase payments made and the highest account value in
the same proportion that the account value was reduced on the date of the
withdrawal or application to an income phase payment option.

Death Benefit Greater than the Account Value. Notwithstanding which death
benefit option is selected, 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
subaccount available under the contract, thereby increasing the account value
available to the beneficiary to an amount equal to the death benefit.

Prior to the election of a method of payment of the death benefit by the
beneficiary, the account value will remain in the account and continue to be
affected by the investment performance of the investment option(s) selected. The
beneficiary has the right to allocate or transfer any amount to any available
investment option (subject to a market value adjustment, as applicable). The
amount paid to the beneficiary will equal the adjusted account value on the day
the payment is processed.

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

This section provides information
about the death benefit during the
accumulation phase. For death
benefit information applicable to
the income phase see "The
Income Phase."

Terms to Understand:

Account Year/Account
Anniversary: A period of 12
months measured from the date
we established your account and
each anniversary of this date.
Account anniversaries are
measured from this date.

Annuitant: The person(s) on
whose life or life expectancy(ies)
the income phase payments are
based.

Beneficiary: The person(s) or
entity(ies) entitled to receive a
death benefit under the contract.

Claim Date: The date proof of
death and the beneficiary's right to
receive the death benefit are
received in good order at our
Home Office.

Contract Holder (You/Your):
The  contract holder of an
individually owned contract or the
certificate holder of a group
contract. The contract holder and
annuitant may be the same person.

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


                                       23
<PAGE>

Death Benefit--Methods of Payment

For Qualified Contracts. Under a qualified contract, if the annuitant dies the
beneficiary may choose one of the following three methods of payment:

[Diamond] Apply some or all of the account value, plus or minus any market value
          adjustment, to any of the income phase payment options (subject to the
          Tax Code distribution rules). See "Taxation -- Minimum Distribution
          Requirements."

[Diamond] Receive, at any time, a lump sum payment equal to all or a portion of
          the account value, plus or minus any market value adjustment; or

[Diamond] Elect SWO, ECO or LEO (described in "Systematic Distribution
          Options"), provided the election would satisfy the Tax Code minimum
          distribution rules.

Payments from a Systematic Distribution Option. If the annuitant was receiving
payments under a systematic distribution option and died before the Tax Code's
required beginning date for minimum distributions, payments under the systematic
distribution option will stop. The beneficiary, or contract holder on behalf of
the beneficiary, may elect a systematic distribution option provided the
election is permitted under the Tax Code minimum distribution rules. If the
annuitant dies after the required beginning date for minimum distributions,
payments will continue as permitted under the Tax Code minimum distribution
rules, unless the option is revoked.

Distribution Requirements. Subject to Tax Code limitations, a beneficiary may be
able to defer distribution of the death benefit. Death benefit payments must
satisfy the distribution rules in Tax Code Section 401(a)(9). See "Taxation."

For Nonqualified Contracts.

(1)  If you die and the beneficiary is your surviving spouse, or if you are a
     non-natural person and the annuitant dies and the beneficiary is the
     annuitant's surviving spouse, then the beneficiary becomes the successor
     contract holder.

     As the successor contract holder, the beneficiary may exercise all rights
     under the account and has the following options:

     (a) Continue the contract in the accumulation phase;

     (b) Elect to apply some or all of the account value, plus or minus any
         market value adjustment, to any of the income phase payment options; or

     (c) Receive at any time a lump-sum payment equal to all or a portion of the
         account value, plus or minus any market value adjustment.

     If you die and are not the annuitant, an early withdrawal charge will apply
     if a lump sum is elected. In this circumstance, the Tax Code does not
     require distributions under the contract until the successor contract
     holder's death.

(2)  If you die and the beneficiary is not your surviving spouse, he or she may
     elect option 1(b) or option 1(c) above (subject to the Tax Code
     distribution rules). See "Taxation--Minimum Distribution Requirements."

(3)  If you are a natural person but not the annuitant and the annuitant dies,
     the beneficiary may elect option 1(b) or 1(c) above. If the beneficiary
     does not elect option 1(b) within 60 days from the date of death, the gain,
     if any, will be included in the beneficiary's income in the year the
     annuitant dies.

If a Spousal Beneficiary Continues the Account. If the spousal beneficiary
continues the account at the death of a contract holder who was also the
annuitant, the spousal beneficiary becomes the annuitant. The death benefit
option in effect at the death of the contract holder will also apply to the
spousal beneficiary, and the death benefit payable at the death of a spousal
beneficiary who continues the account shall be determined under that death
benefit option, except that:

(1)  In calculating the sum of all purchase payments, plus any premium bonus
     credited to your account at least 12 months prior to the date of death,
     adjusted for amounts withdrawn or applied to an income phase payment
     option, the account value on the claim date following the original contract
     holder's/annuitant's death shall be treated as the spousal beneficiary's
     initial purchase payment; and

(2)  In calculating the step-up value, the step-up value on the claim date
     following the original contract holder's/annuitant's death shall be treated
     as the spousal beneficiary's initial step-up value.

Payments from a Systematic Distribution Option. If the contract holder or
annuitant dies and payments were being made under a SWO, payments will stop. A
beneficiary, however, may elect to continue the SWO.

Taxation. Your beneficiary may be subject to tax penalties if he or she does not
begin receiving death benefit payments within a time frame required by the Tax
Code. See "Taxation."

Death Benefit Amounts in Certain Cases

If the Contract Holder is not the Annuitant. Under nonqualified contracts only,
if a contract holder who is not the annuitant dies, the


                                       24
<PAGE>

death benefit described above will not apply. Rather, the amount paid will be
equal to the account value on the date the payment is processed, plus or minus
any market value adjustment and minus any premium bonus credited to the account
after or within 12 months of the date of death. An early withdrawal charge may
apply to any full or partial payment of this death benefit.

If the spousal beneficiary continues the account at the death of the contract
holder who was not the annuitant, the annuitant will not change and the death
benefit described above will not apply. Rather, the death benefit on the spousal
beneficiary's death will equal the account value on the date the payment is
processed plus or minus any market value adjustment, minus any premium bonus
credited to the account after or within 12 months of the date of death and minus
any applicable early withdrawal charge.

Because the death benefit in these circumstances equals the account value, plus
or minus any market value adjustment and minus any premium bonus credited to the
account after or within 12 months of the date of death, a contract holder who is
not also the annuitant should seriously consider whether Death Benefit Option II
is suitable for their situation.

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

                                The Income Phase
- --------------------------------------------------------------------------------

During the income phase you stop contributing dollars to your account and start
receiving payments from your accumulated account
value.

Initiating Income Phase Payments. At least 30 days prior to the date you want to
start receiving income phase payments, you must notify us in writing of all of
the following:

[Diamond] Payment start date;

[Diamond] Income phase payment option (see the income phase payment options
          table in this section);

[Diamond] Payment frequency (i.e., monthly, quarterly, semi-annually or
          annually);

[Diamond] Choice of fixed, variable or a combination of both fixed and variable
          payments; and

[Diamond] Selection of an assumed net investment rate (only if variable payments
          are elected).

Your account will continue in the accumulation phase until you properly initiate
income phase payments. Once an income phase payment option is selected, it may
not be changed.

What Affects Payment Amounts? Some of the factors that may affect the amount of
your income phase payments include your age, your gender, your account value,
the income phase payment option selected, number of guaranteed payments (if any)
selected, whether you select fixed, variable or a combination of both fixed and
variable payments and, for variable payments, the assumed net investment rate
selected.

Fixed Payments. Amounts funding fixed income phase payments will be held in the
Company's general account. The amount of fixed payments does not vary over time.

Variable Payments. Amounts funding your variable income phase payments will be
held in the subaccount(s) you select. Payment amounts will vary depending upon
the performance of the subaccounts you select. For variable payments, an assumed
net investment rate must be selected.

Assumed Net Investment Rate. If you select variable income phase payments, you
must also select an assumed net investment rate of either 5% or 3-1/2%. If you
select a 5% rate, your first payment will be higher, but subsequent payments
will increase only if the investment performance of the subaccounts you selected
is greater than 5% annually, after deduction of fees. Payment amounts will
decline if the investment performance is less than 5%, after deduction of fees.

If you select a 3-1/2% rate, your first income phase payment will be lower and
subsequent payments will increase more rapidly or decline more slowly depending
upon changes in the net investment performance of the subaccounts you selected.
For more information about selecting an assumed net investment rate, call us for
a copy of the SAI. See "Contract Overview -- Questions: Contacting the Company."

Premium Bonus. Any premium bonus credited to your account within 24 months of
electing an income phase payment option will not be included in your account
value when calculating the amount of your income phase payments.

Minimum Payment Amounts. The income phase payment option you select must result
in:

[Diamond] A first income phase payment of at least $50; or

[Diamond] Total yearly income phase payments of at least $250.

If your account value is too low to meet these minimum payment amounts, you will
receive one lump sum payment. Unless prohibited by law, we reserve the right to
increase the minimum payment amount based upon increases reflected in the
Consumer Price Index-Urban (CPI-U), since July 1, 1993.

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

We may have used the following
terms in prior prospectuses:

Annuity Phase--Income Phase

Annuity Option--Income Phase
Payment Option

Annuity Payment--Income Phase
Payment

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


25
<PAGE>

Restrictions on Start Dates and the Duration of Payments. Income phase payments
may not begin during the first account year, or, unless we consent, later than
the later of:

o  (a) The first day of the month following the annuitant's 85th birthday; or

o  (b) The tenth anniversary of the last purchase payment made to your account.

o  For qualified contracts only, income phase payments may not extend beyond:

o  (a) The life of the annuitant;

o  (b) The joint lives of the annuitant and beneficiary;

o  (c) A guaranteed period greater than the annuitant's life expectancy; or

o  (d) A guaranteed period greater than the joint life expectancies of the
       annuitant and beneficiary.

When income phase payments start, the age of the annuitant plus the number of
years for which payments are guaranteed must not exceed 95.

See "Taxation" for further discussion of rules relating to income phase
payments.

Charges Deducted. We make a daily deduction for mortality and expense risks from
amounts held in the subaccounts. Therefore, if you choose variable income phase
payments and a nonlifetime income phase payment option, we still make this
deduction from the subaccounts you select, even though we no longer assume any
mortality risks. We may also deduct a daily administrative charge from amounts
held in the subaccounts. See "Fees."

Death Benefit during the Income Phase. The death benefits that may be available
to a beneficiary are outlined in the income phase payment option table below. If
a lump-sum payment is due as a death benefit, we will make payment within seven
calendar days after we receive proof of death acceptable to us and the request
for the payment in good order at our Home Office. If continuing income phase
payments are elected, the beneficiary may not elect to receive a lump sum at a
future date unless the income phase payment option specifically allows a
withdrawal right. We will calculate the value of any death benefit at the next
valuation after we receive proof of death and a request for payment. Such value
will be reduced by any payments made after the date of death.

Beneficiary Rights. A beneficiary's right to elect an income phase payment
option or receive a lump sum payment may have been restricted by the contract
holder. If so, such rights or options will not be available to the beneficiary.

Taxation. To avoid certain tax penalties, you or your beneficiary must meet the
distribution rules imposed by the Tax Code. Additionally, when selecting an
income phase payment option, the Tax Code requires that your expected payments
will not exceed certain amounts. See "Taxation" for additional information.

Income Phase Payment Options

The following table lists the income phase payment options and accompanying
death benefits available during the income phase. We may offer additional income
phase payment options under the contract from time to time.

Once income phase payments begin, the income phase payment option selected may
not be changed.

Terms to understand:

Annuitant: The person(s) on whose life expectancy(ies) the income phase payments
are based.

Beneficiary:  The person(s) or entity(ies) entitled to receive a death benefit.


                                       26
<PAGE>

                      Lifetime Income Phase Payment Options
<TABLE>
<S>                              <C>
- ------------------------------------------------------------------------------------------------------------------------------------

Life Income                      Length of Payments:  For as long as the annuitant lives. It is possible that only one payment
                                 will be made should the annuitant die prior to the second payment's due date.

                                 Death Benefit--None: All payments end upon the annuitant's death.

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

Life Income--                    Length of Payments:  For as long as the annuitant lives, with payments guaranteed for your choice
Guaranteed Payments              of 5-30 years or as otherwise specified in the contract.

                                 Death Benefit--Payment to the Beneficiary:  If the annuitant dies before we have made all the
                                 guaranteed payments, we will continue to pay the beneficiary the remaining payments. Unless
                                 prohibited by a prior election of the contract holder, the beneficiary may elect to receive a
                                 lump-sum payment equal to the present value of the remaining guaranteed payments.

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

Life Income--Two Lives           Length of Payments: For as long as either annuitant lives. It is possible that only one payment
                                 will be made should both annuitants die before the second payment's due date.

                                 Continuing Payments:

                                 (a) When you select this option you choose for 100%, 66-2/3% or 50% of the payment to continue
                                 to the surviving annuitant after the first death; or

                                 (b) 100% of the payment to continue to the annuitant on the second annuitant's death, and 50% of
                                 the payment will continue to the second annuitant on the annuitant's death.

                                 Death Benefit--None: All payments end upon the death of both annuitants.

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

Life Income -- Two Lives --      Length of Payments: For as long as either annuitant lives, with payments guaranteed from 5-30
Guaranteed Payments              years or as otherwise specified in the contract.

                                 Continuing Payments: 100% of the payment to continue after the first death.

                                 Death Benefit--Payment to the Beneficiary: If both annuitants die before the guaranteed payments
                                 have all been paid, we will continue to pay the beneficiary the remaining payments. Unless
                                 prohibited by a prior election of the contract holder, the beneficiary may elect to receive a
                                 lump-sum payment equal to the present value of the remaining guaranteed payments.

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

Life Income-- Cash Refund        Length of Payments:  For as long as the annuitant lives.
Option (limited availability --
fixed payment only)              Death Benefit--Payment to the Beneficiary:  Following the annuitant's death, we will pay a lump
                                 sum payment equal to the amount originally applied to the income phase payment option (less any
                                 premium tax) and less the total amount of income payments paid.

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

Life Income--Two Lives--Cash     Length of Payments:  For as long as either annuitant lives.
Refund Option  (limited
availability-- fixed payment     Continuing Payments:  100% of the payment to continue after the first death.
only)
                                 Death Benefit--Payment to the Beneficiary: When both annuitants die, we will pay a lump sum payment
                                 equal to the amount applied to the income phase payment option (less any premium tax) and less the
                                 total amount of income payments paid.

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

                     Nonlifetime Income Phase Payment Option

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

Nonlifetime--Guaranteed          Length of Payments:  You may select payments for 10 to 30 years. In certain cases a lump-sum
Payments                         payment may be requested at any time (see below).

                                 Death Benefit--Payment to the Beneficiary:  If the annuitant dies before we make all the
                                 guaranteed payments, we will continue to pay the beneficiary the remaining payments. Unless
                                 prohibited by a prior election of the contract holder, the beneficiary may elect to receive a
                                 lump-sum payment equal to the present value of the remaining guaranteed payments.

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

Lump-sum Payment. If the "Nonlifetime--Guaranteed Payments" option is elected with variable payments, you may request at any time
that all or a portion of the present value of the remaining payments be paid in one lump-sum. Any lump sum payment will be treated
as a withdrawal during the accumulation phase and may be subject to an early withdrawal charge. See "Fees--Early Withdrawal
Charge." Lump-sum payments will be sent within seven calendar days after we receive the request for payment in good order at the
Home Office.

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Calculation of Lump-sum Payments. If a lump-sum payment is available under the
income phase payment options above, the rate used to calculate the present value
of the remaining guaranteed payments is the same rate we used to calculate the
income phase payments (i.e., the actual fixed rate used for fixed payments or
the 3-1/2% or 5% assumed net investment rate used for variable payments).


27
<PAGE>


                                    Taxation
- --------------------------------------------------------------------------------

INTRODUCTION

This section discusses our understanding of current federal income tax laws
affecting the contract. You should keep the following in mind when reading it:

[Diamond] Your tax position (or the tax position of the beneficiary, as
          applicable) determines federal taxation of amounts held or paid out
          under the contract;

[Diamond] Tax laws change. It is possible that a change in the future could
          affect contracts issued in the past;

[Diamond] This section addresses federal income tax rules and does not discuss
          federal estate and gift tax implications, state and local taxes or any
          other tax provisions;

[Diamond] We do not make any guarantee about the tax treatment of the contract
          or transaction involving the contract; and

[Diamond] Contract holder means the contract holder of an individually owned
          contract or the certificate holder of a group contract.

We do not intend this information to be tax advice. For advice about the effect
of federal income taxes or any other taxes on amounts held or paid out under the
contract, consult a tax adviser.

Taxation of Gains Prior to Distribution. Generally, no amounts accumulated under
the contract will be taxable prior to the time of actual distribution. The IRS
has stated in published rulings, however, that a variable contract owner will be
considered the owner of separate account assets if the owner possesses incidents
of investment control over the assets. In these circumstances, income and gains
from the separate account assets would be includible in the variable contract
owner's gross income. The Treasury announced that it will issue guidance
regarding the extent to which owners could direct their investments among
subaccounts without being treated as owners of the underlying assets of the
separate account. It is possible that the Treasury's position, when announced,
may adversely affect the tax treatment of existing contracts. The Company
reserves the right to modify the Contract as necessary to attempt to prevent a
contract holder from being considered the federal tax owner of a pro rata share
of the assets of the separate account.


CONTRACT TYPE

The contract is designed to be used with certain qualified retirement
arrangements under Tax Code sections 403(b), 408(b) or 408A or as a nonqualified
deferred annuity, including contracts offered to a custodian for an Individual
Retirement Account as described in Tax Code section 408(a). The Contract is not
available as a SIMPLE IRA under Tax Code Section 408(p).

If the contract is issued under a retirement arrangement that qualifies under
Tax Code section 403(b), 408(b), or 408A, the qualified retirement arrangement
provides the tax deferral and an annuity contract is not necessary to obtain
this favorable tax treatment. If the contract is issued as a nonqualified
deferred annuity, tax deferral is based upon the use of an annuity contract -
such as this contract - under Tax Code section 72.

Tax Rules. The tax rules vary according to whether the contract is a
nonqualified contract or used with a retirement arrangement. If used with a
retirement arrangement, you need to know the Tax Code section under which your
arrangement qualifies. Contact your plan sponsor, local representative or the
Company to learn which Tax Code section applies to your arrangement.

The Contract. Contract holders are responsible for determining that
contributions, distributions and other transactions satisfy applicable laws.
Legal counsel and a tax adviser should be consulted regarding the suitability of
the contract. If the contract is purchased in conjunction with a retirement
plan, the plan is not a part of the contract and we are not bound by the plan's
terms or conditions.

WITHDRAWALS AND OTHER DISTRIBUTIONS

Certain tax rules apply to distributions from the contract. A distribution is
any amount taken from the contract including withdrawals, income phase payments,
rollovers, exchanges and death benefit proceeds.

We report the taxable portion of all distributions to the IRS.

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

In this Section

INTRODUCTION

CONTRACT TYPE

WITHDRAWALS AND OTHER DISTRIBUTIONS

[Diamond] Taxation of Distributions

[Diamond] 10% Penalty Tax

[Diamond] Withholding for Federal
          Income Tax Liability

MINIMUM DISTRIBUTION REQUIREMENTS

[Diamond] 50% Excise Tax

[Diamond] Minimum Distribution of Death
          Benefit Proceeds (Except
          Nonqualified Contracts)

[Diamond] Minimum Distribution of Death
          Benefit Proceeds
          (Nonqualified Contracts)

RULES SPECIFIC TO CERTAIN PLANS

[Diamond] 403(b) Plans

[Diamond] 408(b) and 408A IRAs

TAXATION OF NONQUALIFIED
CONTRACTS

TAXATION OF THE COMPANY

When consulting a tax adviser, be
certain that he or she has
expertise in the Tax Code sections
applicable to your tax concerns.

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


                                       28
<PAGE>

Taxation of Distributions

Nonqualified Contracts. A full withdrawal of a nonqualified contract is taxable
to the extent that the amount received exceeds the investment in the contract. A
partial withdrawal is taxable to the extent that the account value immediately
before the withdrawal exceeds the investment in the contract. In other words, a
partial withdrawal is treated first as a withdrawal of taxable earnings.

For income phase payments, a portion of each payment which represents the
investment in the contract is not taxable. An exclusion ratio is calculated to
determine the nontaxable portion.

For fixed income phase payments, in general, there is no tax on the portion of
each payment which represents the same ratio that the investment in the contract
bears to the total dollar amount of the expected payments as defined in Tax Code
section 72(d). The entire income phase payment will be taxable once the
recipient has recovered the investment in the contract.

For variable income phase payments, an equation is used to establish a specific
dollar amount of each payment that is not taxed. The dollar amount is determined
by dividing the investment in the contract by the total number of expected
periodic payments. The entire income phase payment will be taxable once the
recipient has recovered the investment in the contract.

All deferred nonqualified annuity contracts that are issued by the Company (or
its affiliates) to the same contract holder during any calendar year are treated
as one annuity contract for purposes of determining the amount includible in
gross income under Tax Code section 72(e). In addition, the Treasury Department
has specific authority to issue regulations that prevent the avoidance of Tax
Code section 72(e) through the serial purchase of annuity contracts or
otherwise.

403(b) Plans. All distributions from these plans are taxed as received unless
either of the following is true:

[Diamond] The distribution is rolled over to another plan of the same type or to
          a traditional IRA in accordance with the Tax Code; or

[Diamond] You made after-tax contributions to the plan. In this case, depending
          upon the type of distribution, the amount will be taxed according to
          the rules detailed in the Tax Code.

408(b) IRA. All distributions from a traditional IRA are taxed as received
unless either one of the following is true:

[Diamond] The distribution is rolled over to another traditional IRA or, if the
          IRA contains only amounts previously rolled over from a 401(a),
          401(k), or 403(b) plan, to another plan of the same type; or

[Diamond] You made after-tax contributions to the plan. In this case, the
          distribution will be taxed according to rules detailed in the Tax
          Code.

408A Roth IRA. A qualified distribution from a Roth IRA is not taxed when it is
received. A qualified distribution is a distribution:

[Diamond] Made after the five-taxable year period beginning with the first
          taxable year for which a contribution was made; or

[Diamond] Made after you attain age 59-1/2, die, become permanently and totally
          disabled, or for a qualified first-time home purchase.

If a distribution is not qualified, the accumulated earnings are taxable. A
partial distribution will first be treated as a return of contributions which is
not taxable.

Taxation of Death Benefit Proceeds. In general, payments received by your
beneficiary after your death are taxed in the same manner as if you had received
those payments.

10% Penalty Tax

Under certain circumstances, the Tax Code may impose a 10% penalty tax on the
taxable portion of any distribution from a nonqualified contract or from a
contract used with a 403(b), 408(b) or 408A arrangement.

Nonqualified Contract. The 10% penalty tax applies to the taxable portion of a
distribution from a nonqualified annuity unless one or more of the following
have occurred:

(a) The taxpayer has attained age 59-1/2;

(b) The taxpayer has become totally and permanently disabled;

(c) The contract holder has died;

(d) The distribution is made in substantially equal periodic payments (at least
    annually) over the life or life expectancy of the taxpayer or the joint
    lives or joint life expectancies of the taxpayer and beneficiary; or

(e) The distribution is allocable to investment in the contract before August
    14, 1982.

403(b) Plan. The 10% penalty tax applies to the taxable portion of a
distribution from a 403(b) plan, unless one or more of the following have
occurred:

(a) You have attained age 59-1/2;

(b) You have become totally and permanently disabled;

(c) You have died;


29
<PAGE>

(d) You have separated from service with the plan sponsor at or after age 55;

(e) The distribution is rolled over into another plan of the same type or to an
    IRA in accordance with the Tax Code;

(f) The distribution is made in substantially equal periodic payments (at least
    annually) over your life or life expectancy or the joint lives or joint life
    expectancies of your and your beneficiary. Also, you must have separated
    from service with the plan sponsor; or

(g) The distribution is equal to unreimbursed medical expenses that qualify for
    deduction as specified in the Tax Code.

IRA. In general, except for (d), the exceptions for 403(b) plans also apply to
distributions from an IRA, including a distribution from a Roth IRA that is not
a qualified distribution or a rollover to a Roth IRA that is not a qualified
rollover contribution. The penalty tax is also waived on a distribution made
from an IRA to pay for health insurance premiums for certain unemployed
individuals or used for qualified first-time home purchase or for higher
education expenses.

Withholding for Federal Income Tax Liability

Any distributions under the contract are generally subject to withholding.
Federal income tax liability rates vary according to the type of distribution
and the recipient's tax status.

Nonqualified Contract. Generally, you or a beneficiary may elect not to have tax
withheld from distributions.

403(b) Plans. Generally, distributions from these plans are subject to a
mandatory 20% federal income tax withholding. However, you or a beneficiary may
elect not to have tax withheld from certain distributions.

408(b) and 408A IRAs. Generally, you or a beneficiary may elect not to have tax
withheld from distributions.

Non-resident Aliens. If you or your beneficiary is a non-resident alien, then
any withholding is governed by Tax Code section 1441 based upon the individual's
citizenship, the country of domicile and treaty status.


MINIMUM DISTRIBUTION REQUIREMENTS

To avoid certain tax penalties, you and any beneficiary must meet the minimum
distribution requirements imposed by the Tax Code. The requirements do not apply
to either nonqualified contracts or Roth IRA contracts, except with regard to
death benefits. These rules may dictate one or more of the following:

[Diamond] Start date for distributions;

[Diamond] The time period in which all amounts in your account(s) must be
          distributed; or

[Diamond] Distribution amounts.

Start Date. Generally, you must begin receiving distributions by April 1 of the
calendar year following the calendar year in which you attain age 70-1/2 or
retire, whichever occurs later, unless:

[Diamond] You are a 5% owner or the contract is an IRA, in which case such
          distributions must begin by April 1 of the calendar year following the
          calendar year in which you attain age 70-1/2; or

[Diamond] Under 403(b) plans, if the Company maintains separate records of
          amounts held as of December 31, 1986. In this case, distribution of
          these amounts generally must begin by the end of the calendar year in
          which you attain age 75 or retire, if later. However, if you take any
          distributions in excess of the minimum required amount, then special
          rules require that some or all of the December 31, 1986 balance be
          distributed earlier.

Time Period. We must pay out distributions from the contract over one of the
following time periods:

[Diamond] Over your life or the joint lives of you and your beneficiary; or

[Diamond] Over a period not greater than your life expectancy or the joint life
          expectancies of you and your beneficiary.

50% Excise Tax

If you fail to receive the minimum required distribution for any tax year, a 50%
excise tax is imposed on the required amount that was not distributed.

Minimum Distribution of Death Benefit Proceeds (Except Nonqualified Contracts)

The following applies to 403(b), 408(b) and 408A plans. Different distribution
requirements apply if your death occurs:

[Diamond] After you begin receiving minimum distributions under the contract; or

[Diamond] Before you begin receiving such distribution.

If your death occurs after you begin receiving minimum distributions under the
contract, distributions must be made at least as rapidly as under the method in
effect at the time of your death. Tax Code section 401(a)(9) provides specific
rules for calculating the minimum required distributions at your death. The
rules differ, dependent upon:

[Diamond] Whether your minimum required distribution was calculated each year
          based upon your single life expectancy or the joint life


                                       30
<PAGE>

          expectancies of you and your beneficiary; or

[Diamond] Whether life expectancy was recalculated.

The rules are complex and any beneficiary should consult with a tax adviser
before electing the method of calculation to satisfy the minimum distribution
requirements.

If your death occurs before you begin receiving minimum distributions under the
contract, your entire balance must be distributed by December 31 of the calendar
year containing the fifth anniversary of the date of your death. For example: If
you die September 1, 1999, your entire balance must be distributed to the
beneficiary by December 31, 2004. However, if the distribution begins by
December 31 of the calendar year following the calendar year of your death, then
payments may be made in either of the following timeframes:

[Diamond] Over the life of the beneficiary; or

[Diamond] Over a period not extending beyond the life expectancy of the
          beneficiary.

Start Dates for Spousal Beneficiaries. If the beneficiary is your spouse, the
distribution must begin on or before the later of the following:

[Diamond] December 31 of the calendar year following the calendar year of your
          death; or

[Diamond] December 31 of the calendar year in which you would have attained age
          70-1/2.

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


Minimum Distribution of Death Benefit Proceeds (Nonqualified Contracts)

Death of the Contract Holder. The following requirements apply to nonqualified
contracts at the death of the contract holder. Different distribution
requirements apply if you are the contract holder and your death occurs:

[Diamond] After you begin receiving income phase payments under the contract; or

[Diamond] Before you begin receiving such distributions.

If your death occurs after you begin receiving income phase payments,
distribution must be made at least as rapidly as under the method in effect at
the time of your death.

If your death occurs before you begin receiving income phase payments, your
entire balance must be distributed within five years after the date of your
death. For example: If you die on September 1, 1999, your entire balance must be
distributed by August 31, 2004. However, if the distribution begins within one
year of your death, then payments may be made in one of the following
time-frames:

[Diamond] Over the life of the beneficiary; or

[Diamond] Over a period not extending beyond the life expectancy of the
          beneficiary.

Spousal Beneficiaries. If the beneficiary is your spouse, the account may be
continued with the surviving spouse as the new contract holder.

Death of Annuitant. If the contract holder is a non-natural person and the
annuitant dies, the same rules apply as outlined above for death of a contract
holder. If the contract holder is a natural person but not the annuitant and the
annuitant dies, the beneficiary must elect an income phase payment option within
60 days of the date of death, or any gain under the contract will be includible
in the beneficiary's income in the year the annuitant dies.


RULES SPECIFIC TO CERTAIN PLANS
403(b) Plans

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

Assignment or Transfer of Contracts. Adverse tax consequences to the plan and/or
to you may result if your beneficial interest in the contract is assigned or
transferred to any person except to an alternate payee under a qualified
domestic relations order in accordance with Tax Code section 414(p) or to the
Company as collateral for a loan.

Exclusions from Gross Income. In order to be excludable from gross income, total
annual contributions made by you and your employer to a 403(b) plan cannot
exceed the lesser of the following limits set by the Tax Code:

[Diamond] The first limit, under Tax Code section 415, is generally the lesser
          of 25% of your compensation or $30,000. Compensation means your
          compensation from the employer sponsoring the plan and, for years
          beginning after December 31, 1997, includes any elective deferrals
          under Tax Code section 402(g) and any amounts not includible in gross
          income under Tax Code sections 125 or


                                       31
<PAGE>

          457;

[Diamond] The second limit, which is the exclusion allowance under Tax Code
          section 403(b), is usually calculated according to a formula that
          takes into account your length of employment, any pretax contributions
          you and your employer have already made under the plan, and any pretax
          contributions to certain other retirement plans; or

[Diamond] An additional limit specifically limits your salary reduction
          contributions to generally no more than $10,000 annually (subject to
          indexing). Your own limit may be higher or lower, depending upon
          certain conditions.

The first two limits apply to your contributions as well as to any contributions
made by your employer on your behalf.

Purchase payments to your account(s) will be excluded from your gross income
only if the plan meets certain nondiscrimination requirements.

Restrictions on Distributions. Tax Code section 403(b)(11) restricts the
distribution under Tax Code section 403(b) contracts of:

(1) Salary reduction contributions made after December 31, 1988;

(2) Earnings on those contributions; and

(3) Earnings during such period on amounts held as of December 31, 1988.

Distribution of those amounts may only occur upon your death, attainment of age
59-1/2, separation from service, disability, or financial hardship. Income
attributable to salary reduction contributions and credited on or after January
1, 1989 may not be distributed in the case of hardship.


408(b) and 408A IRAs

Tax Code section 408(b) permits eligible individuals to contribute to a
traditional IRA on a pre-tax (deductible) basis. Employers may establish
Simplified Employee Pension (SEP) plans and contribute to a traditional IRA
owned by the employee. Tax Code section 408A permits eligible individuals to
contribute to a Roth IRA on an after-tax (nondeductible) basis.

Assignment or transfer of contracts. Adverse tax consequences may result if you
assign or transfer your interest in the contract to persons other than your
spouse incident to a divorce.

Eligibility. Eligibility to contribute to a traditional IRA on a pre-tax basis
or to establish a Roth IRA or to roll over or transfer from a traditional IRA to
a Roth IRA depends upon your adjusted gross income.

Rollovers and Transfers. Rollovers and direct transfers are permitted from a
401, 403(a) or a 403(b) arrangement to a traditional IRA. Distributions from
these arrangements are not permitted to be transferred or rolled over to a Roth
IRA. A Roth IRA can accept transfers/rollovers only from a traditional IRA,
subject to ordinary income tax, or from another Roth IRA.


TAXATION OF NONQUALIFIED CONTRACTS

In General. Tax Code section 72 governs taxation of annuities in general. A
contract holder under a nonqualified contract who is a natural person generally
is not taxed on increases in the account value until distribution occurs by
withdrawing all or part of such account value. The taxable portion of a
distribution is taxable as ordinary income.

Non-Natural Holders of a Nonqualified Contract. If the contract holder is not a
natural person, a nonqualified contract generally is not treated as an annuity
for income tax purposes and the income on the contract for the taxable year is
currently taxable as ordinary income. Income on the contract is any increase
over the year in the surrender value, adjusted for purchase payments made during
the year, amounts previously distributed and amounts previously included in
income. There are some exceptions to the rule and a non-natural person should
consult with its tax adviser prior to purchasing this contract. A non-natural
person exempt from federal income taxes should consult with its tax adviser
regarding treatment of income on the contract for purposes of the unrelated
business income tax. When the contract holder is not a natural person, a change
in annuitant is treated as the death of the contract holder.

Diversification. Tax Code section 817(h) requires that in a nonqualified
contract the investments of the funds be "adequately diversified" in accordance
with Treasury Regulations in order for the contract to qualify as an annuity
contract under federal tax law.


                                       32
<PAGE>

The Separate Account, through the funds, intends to comply with the
diversification requirements prescribed by the Treasury in Reg. Sec. 1.817-5,
which affects how the funds' assets may be invested.

Transfers, Assignments or Exchanges of a Nonqualified Contract. A transfer of
ownership of a nonqualified contract, the designation of an annuitant, payee or
other beneficiary who is not also the contract holder, the selection of certain
annuity dates, or the exchange of a contract may result in certain tax
consequences. The assignment, pledge, or agreement to assign or pledge any
portion of the account value generally will be treated as a distribution. Anyone
contemplating any such designation, transfer, assignment, selection, or exchange
should contact a tax adviser regarding the potential tax effects of such a
transaction.


TAXATION OF THE COMPANY

We are taxed as a life insurance company under the Tax Code. Variable Annuity
Separate Account B is not a separate entity from us. Therefore, it is not taxed
separately as a "regulated investment company", but is taxed as part of the
Company.

We automatically apply investment income and capital gains attributable to the
separate account to increase reserves under the contract. Because of this, under
existing federal tax law we believe that any such income and gains will not be
taxed to the extent that such income and gains are applied to increase reserves
under the contract. In addition, any foreign tax credits attributable to the
separate account will be first used to reduce any income taxes imposed on the
separate account before being used by the Company.

In summary, we do not expect that we will incur any federal income tax liability
attributable to the separate account and we do not intend to make any provision
for such taxes. However, changes in federal tax laws and/or their interpretation
may result in our being taxed on income or gains attributable to the separate
account. In this case, we may impose a charge against the separate account (with
respect to some or all of the contracts) to set aside provisions to pay such
taxes. We may deduct this amount from the separate account, including from your
account value invested in the subaccounts.


                                  Other Topics
- --------------------------------------------------------------------------------

The Company

Aetna Life Insurance and Annuity Company (the Company, we, us) issues the
contract described in this prospectus and is responsible for providing each
contract's insurance and annuity benefits.

We are a stock life insurance company organized under the insurance laws of the
State of Connecticut in 1976 and an indirect wholly-owned subsidiary of Aetna
Inc. Through a merger our operations include the business of Aetna Variable
Annuity Life Insurance Company (formerly known as Participating Annuity Life
Insurance Company, an Arkansas life insurance company organized in 1954).

We are engaged in the business of issuing life insurance and annuities. Our
principal executive offices are located at:

                              151 Farmington Avenue
                           Hartford Connecticut 06156

Variable Annuity Account B

We established Variable Annuity Account B (the separate account) in 1976 as a
segregated asset account to fund our variable annuity contracts. The separate
account is registered as a unit investment trust under the Investment Company
Act of 1940 (the "40 Act"). It also meets the definition of "separate account"
under the federal securities laws.

The separate account is divided into subaccounts. These subaccounts invest
directly in shares of a pre-assigned fund.

Although we hold title to the assets of the separate account, such assets are
not chargeable with the liabilities of any other business that we conduct.
Income, gains or losses of the separate account are credited to or charged
against the assets of the separate account without regard to other income, gains
or losses of the Company. All obligations arising under the contract are
obligations of the Company.

Contract Distribution

We serve as the principal underwriter for the securities sold by this
prospectus. We are registered as a broker-dealer with the SEC and a member of
the National Association of Securities Dealers, Inc. (NASD).

As principal underwriter, we will enter into arrangements with one or more
registered broker-dealers, including at least one affiliate of the Company, to
offer and sell the contract described in this prospectus. We may also enter into
these arrangements with banks that may be acting as broker-dealers without
separate registration under the Securities Exchange Act of 1934 pursuant to
legal and regulatory exceptions. In this prospectus, we refer to the registered
broker-dealers and the banks described above as "distributors." We and one or
more of our affiliates may also sell the contract directly. All individuals
offering and selling the contract must be registered representatives of a
broker-dealer, or employees of a bank exempt from registration under the
Securities Exchange Act of 1934, and must be licensed as insurance agents to
sell variable annuity contracts.

Occasionally, we may enter into arrangements with independent entities to help
find broker-dealers or banks interested in distributing the contract or to
provide training, marketing and other sales-related functions, or administrative
services. We will reimburse such entities for expenses related to and may pay
fees to such entities in return for these services.


                                       33
<PAGE>

We may offer customers of certain broker-dealers special guaranteed rates in
connection with the Guaranteed Account offered through the contract, and may
negotiate different commissions for these broker-dealers.

We may also contract with independent third party broker-dealers who will act as
wholesalers by assisting us in selecting broker-dealers or banks interested in
acting as distributors. These wholesalers may also provide training, marketing
and other sales related functions and the distributors and may provide certain
administrative services in connection with the contract. We may pay such
wholesalers compensation based upon purchase payments to contracts purchased
through distributors that they select.

We may also designate third parties to provide services in connection with the
contract such as reviewing applications for completeness and compliance with
insurance requirements and providing the distributors with approved marketing
material, prospectuses or other supplies. These parties will also receive
payments for their services based upon purchase payments, to the extent such
payments are allowed by applicable securities laws. We will pay all costs and
expenses related to these services.

Payment of Commissions. We pay distributors and their registered representatives
who sell the contract commissions and service fees. Distributors will be paid
commissions up to an amount currently equal to 7% of purchase payments or as a
combination of a certain percentage of purchase payments at time of sale and a
trail commission as a percentage of assets. Under the latter arrangement,
commission payments may exceed 7% of purchase payments over the life of the
contract. Some sales personnel may receive various types of non-cash
compensation as special sales incentives, including trips and educational and/or
business seminars. However, any such compensation will be paid in accordance
with NASD rules. In addition, we may provide additional compensation to the
Company's supervisory and other management personnel if the overall amount of
investments in funds advised by the Company or its affiliates increases over
time.

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

Payment Delay or Suspension

We reserve the right to suspend or postpone the date of any payment of benefits
or values under any one of the following circumstances:

[Diamond] On any valuation date when the New York Stock Exchange is closed
          (except customary weekend and holiday closings) or when trading on the
          New York Stock Exchange is restricted;

[Diamond] When an emergency exists as determined by the SEC so that disposal of
          the securities held in the subaccounts is not reasonably practicable
          or it is not reasonably practicable to fairly determine the value of
          the subaccount's assets; or

[Diamond] During any other periods the SEC may by order permit for the
          protection of investors.

The conditions under which restricted trading or an emergency exists shall be
determined by the rules and regulations of the SEC.

Performance Reporting

We may advertise different types of historical performance for the subaccounts
including:

[Diamond] Standardized average annual total returns; and

[Diamond] Non-standardized average annual total returns.

Standardized Average Annual Total Returns. We calculate standardized average
annual total returns according to a formula prescribed by the SEC. This shows
the percentage return applicable to $1,000 invested in the subaccounts over the
most recent one, five and 10-year periods. If the investment option was not
available for the full period, we give a history from the date money was first
received in that option under the separate account. Standardized average annual
total returns reflect deduction of all recurring charges during each period
(i.e., mortality and expense risk charges, annual maintenance fees,
administrative expense charges, if any, and any applicable early withdrawal
charges) and do not include any premium bonus.

Non-Standardized Average Annual Total Returns. We calculate non-standardized
average annual total returns in a similar manner as that stated above, except we
will not include the deduction of any applicable early withdrawal charge and we
do include a premium bonus. Some non-standardized returns may also exclude the
effect of a maintenance fee. If we reflected these charges in the calculation,
they would decrease the level of performance reflected by the calculation.
Non-standardized returns may also include performance from the fund's inception
date, if that date is earlier than the one we use for standardized returns.

We may also advertise certain ratings, rankings or other information related to
the Company, the subaccounts or the funds. For further details regarding
performance reporting and advertising, you may request an SAI by calling us at
the number listed in "Contract Overview -- Questions: Contacting the Company."

Voting Rights

Each of the subaccounts holds shares in a fund and each is entitled to vote at
regular and special meetings of that fund. Under our current view of applicable
law, we will vote the shares for each subaccount as instructed by persons having
a voting interest in the separate account. If you are a contract holder under a
group contract, you have a fully vested interest in the contract and may
instruct


                                       34
<PAGE>

the group contract holder how to direct the Company to cast a certain number of
votes. We will vote shares for which instructions have not been received in the
same proportion as those for which we received instructions. Each person who has
a voting interest in the separate account will receive periodic reports relating
to the funds in which he or she has an interest, as well as any proxy materials
and a form on which to give voting instructions. Voting instructions will be
solicited by a written communication at least 14 days before the meeting.

The number of votes (including fractional votes) you are entitled to direct will
be determined as of the record date set by any fund you invest in through the
subaccounts.

[Diamond] During the accumulation phase the number of votes is equal to the
          portion of your account value invested in the fund, divided by the net
          asset value of one share of that fund.

[Diamond] During the income phase the number of votes is equal to the portion of
          reserves set aside for the contract's share of the fund, divided by
          the net asset value of one share of that fund.

Contract Modifications

We may change the contract as required by federal or state law or as otherwise
permitted in the contract. In addition, we may, upon 30 days' written notice to
the group contract holder, make other changes to a group contract that would
apply only to individuals who become participants under that contract after the
effective date of such changes. If a group contract holder does not agree to a
change, we reserve the right to refuse to establish new accounts under the
contract. Certain changes will require the approval of appropriate state or
federal regulatory authorities.

Transfer of Ownership: Assignment

We will accept assignments or transfers of ownership of a nonqualified contract
or a qualified contract where such assignments or transfers are not prohibited,
with proper notification. The date of any assignment or transfer of ownership
will be the date we receive the notification at our Home Office. An assignment
or transfer of ownership may have tax consequences and you should consult with a
tax adviser before assigning or transferring ownership of the contract.

An assignment of a contract will only be binding on the Company if it is made in
writing and sent to the Company at our Home Office. We will use reasonable
procedures to confirm that the assignment is authentic, including verification
of signature. If we fail to follow our own procedures, we will be liable for any
losses to you directly resulting from such failure. Otherwise, we are not
responsible for the validity of any assignment. The rights of the contract
holder and the interest of the annuitant and any beneficiary will be subject to
the rights of any assignee we have on our records.

Involuntary Terminations

We reserve the right to terminate any account with a value of $2,500 or less
immediately following a partial withdrawal. However, an IRA may only be closed
out when purchase payments to the contract have not been received for a 24-month
period and the paid-up annuity benefit at maturity would be less than $20 per
month. If such right is exercised, you will be given 90 days' advance written
notice. No early withdrawal charge will be deducted for involuntary
terminations. We do not intend to exercise this right in cases where the account
value is reduced to $2,500 or less solely due to investment performance.

Legal Matters and Proceedings

We are aware of no material legal proceedings pending which involve the separate
account or the Company as a party or which would materially affect the separate
account. The validity of the securities offered by this prospectus has been
passed upon by Counsel to the Company.

Year 2000 Readiness

As a healthcare and financial services enterprise, Aetna Inc. (referred to
collectively with its affiliates and subsidiaries as "Aetna"), is dependent on
information technology ("IT") systems and other systems and facilities, such as
telephones, building access control systems and heating and ventilation
equipment ("embedded systems") to conduct its business. The Company also has
business relationships with financial institutions, financial intermediaries,
public utilities and other critical vendors, as well as regulators and
customers, who are themselves reliant on IT and embedded systems to conduct
their businesses.

In 1997, the Company's ultimate parent, Aetna, organized a multi-disciplinary
Year 2000 Project Team, including outside consultants. The Year 2000 Project
Team and Aetna's businesses and subsidiaries, including the Company, have
developed and are currently executing a comprehensive plan designed to make
their mission-critical IT systems and embedded systems Year 2000 ready. Outside
consultants have reviewed Aetna's overall process, plan and progress to date.
Aetna's plan for IT systems consists of five phases: (i) assessment, (ii)
remediation, (iii) testing, (iv) implementation and (v) Year 2000 approval. At
year end 1997, Aetna including the Company, had substantially completed the
assessment phase for all of its IT systems. Aetna completed the remediation,
testing and approval of substantially all of its IT systems and those of its
subsidiaries, including all of the IT systems of the Company by June 30, 1999.
The costs of these efforts will not affect the separate account.

The Company also faces the risk that one or more of its critical suppliers
("external relationships") will not be able to interact with the Company due to
the third party's inability to resolve its own Year 2000 issues, including those
associated with its own external relationships. The Company, its affiliates and
the mutual funds that serve as investment options for the separate account also
have


                                       35
<PAGE>

relationships with investment advisers, broker dealers, transfer agents,
custodians or other securities industry participants or other service providers
that are not affiliated with Aetna. The Company has completed its inventory of
external relationships and risk rated each external relationship based upon the
potential business impact, available alternatives and cost of substitution. In
the case of mission-critical suppliers such as certain banks, telecommunications
providers and other utilities, mutual fund companies, IT vendors and financial
market data providers, either Aetna or the Company is engaged in discussions
with the third parties and is attempting to obtain detailed information as to
those parties' Year 2000 plans and state of readiness. A significant portion of
the Company's critical external relationships have informed the Company that
they are not aware of any Year 2000 related reason that they will not be able to
perform their obligations to the Company in all material respects.


               Contents of the Statement of Additional Information
- --------------------------------------------------------------------------------

The Statement of Additional Information (SAI) contains more specific information
on the separate account and the contract, as well as the financial statements of
the separate account and the Company. The following is a list of the contents of
the SAI.

General Information and History

Variable Annuity Account B

Offering and Purchase of Contract

Performance Data

    General

    Average Annual Total Return Quotations

Income Phase Payments

Sales Material and Advertising

Independent Auditors

Financial Statements of the Separate Account

Financial Statements of Aetna Life Insurance and Annuity Company

You may request an SAI by calling the Company at the number listed in "Contract
Overview -- Questions: Contacting the Company."


                                       36
<PAGE>

                                   Appendix I
                            ALIAC Guaranteed Account
- --------------------------------------------------------------------------------

The ALIAC Guaranteed Account (the Guaranteed Account) is a fixed interest option
available during the accumulation phase under the contract. This appendix is
only a summary of certain facts about the Guaranteed Account. Please read the
Guaranteed Account prospectus carefully before investing in this option.

In General. Amounts invested in the Guaranteed Account earn specified interest
rates if left in the Guaranteed Account for specified periods of time. If you
withdraw or transfer those amounts before the specified periods elapse, we may
apply a market value adjustment (described below) which may be positive or
negative.

When deciding to invest in the Guaranteed Account, contact your representative
or the Company to learn:

[Diamond] The interest rate(s) we will apply to amounts invested in the
          Guaranteed Account. We change the rate(s) periodically. Be certain you
          know the rate we guarantee on the day your account dollars are
          invested in the Guaranteed Account. Guaranteed interest rates will
          never be less than an annual effective rate of 3%.

[Diamond] The period of time your account dollars need to remain in the
          Guaranteed Account in order to earn the rate(s). You are required to
          leave your account dollars in the Guaranteed Account for a specified
          period of time in order to earn the guaranteed interest rate(s).

Deposit Period. During a deposit period, we offer a specific interest rate for
dollars invested for a certain guaranteed term. For a specific interest rate and
guaranteed term to apply, account dollars must be invested in the Guaranteed
Account during the deposit period for which that rate and term are offered.

Interest Rates. We guarantee different interest rates, depending upon when
account dollars are invested in the Guaranteed Account. For guaranteed terms one
year or longer, we may apply more than one specified interest rate. The interest
rate we guarantee is an annual effective yield. That means the rate reflects a
full year's interest. We credit interest daily at a rate that will provide the
guaranteed annual effective yield over one year. Guaranteed interest rates will
never be less than an annual effective rate of 3%.

Guaranteed Terms. The guaranteed term is the period of time account dollars must
be left in the Guaranteed Account in order to earn the guaranteed interest rate.
For guaranteed terms one year or longer, we may offer different rates for
specified time periods within a guaranteed term. We offer different guaranteed
terms at different times. We also may offer more than one guaranteed term of the
same duration with different interest rates. Check with your representative or
the Company to learn what terms are being offered. The Company also reserves the
right to limit the number of guaranteed terms or the availability of certain
guaranteed terms.

Fees and Other Deductions. If all or a portion of your account value in the
Guaranteed Account is withdrawn or transferred, you may incur one or more of the
following:

[Diamond] Market Value Adjustment (MVA)--as described in this appendix and in
          the Guaranteed Account prospectus;

[Diamond] Tax penalties and/or tax withholding--see "Taxation";

[Diamond] Early withdrawal charge--see "Fees"; or

[Diamond] Maintenance fee--see "Fees".

We do not make deductions from amounts in the Guaranteed Account to cover
mortality and expense risks. Rather, we consider these risks when determining
the interest rate to be credited.

Market Value Adjustment (MVA). If your account value is withdrawn or transferred
from the Guaranteed Account before the guaranteed term is completed, an MVA may
apply. The MVA reflects investment value changes caused by changes in interest
rates occurring since the date of deposit. The MVA may be positive or negative.

If interest rates at the time of withdrawal or transfer have increased since the
date of deposit, the value of the investment decreases and the MVA will be
negative. This could result in your receiving less than the amount you paid into
the Guaranteed Account. If interest rates at the time of withdrawal or transfer
have decreased since the date of deposit, the value of the investment increases
and the MVA will be positive.

MVA Waiver. For withdrawals or transfers from a guaranteed term before the
guaranteed term matures, the MVA may be waived for:

[Diamond] Transfers due to participation in the dollar cost averaging program;

[Diamond] Withdrawals taken due to your election of SWO or ECO (described in
          "Systematic Distribution Options"), if available; and

[Diamond] Withdrawals for minimum distributions required by the Tax Code and for
          which the early withdrawal charge is waived.

Death Benefit. When a death benefit is paid under the contract within six months
of the date of death, only a positive aggregate MVA amount, if any, is applied
to the account value attributable to amounts withdrawn from the Guaranteed
Account. This provision does not apply upon the death of a spousal beneficiary
or joint contract holder who continued the account after the first death. If a
death benefit is paid more than six months from the date of death, a positive or
negative aggregate MVA amount, as applicable, will be


                                       37
<PAGE>

applied.

Partial Withdrawals. For partial withdrawals during the accumulation phase,
amounts to be withdrawn from the Guaranteed Account will be withdrawn
proportionally from each group of deposits having the same length of time until
the maturity date ("Guaranteed Term Group"). Within a Guaranteed Term Group, the
amount will be withdrawn first from the oldest deposit period, then from the
next oldest, and so on until the amount requested is satisfied.

Guaranteed Terms Maturity. As a guaranteed term matures, assets accumulating
under the Guaranteed Account may be (a) transferred to a new guaranteed term,
(b) transferred to other available investment options, or (c) withdrawn. Amounts
withdrawn may be subject to an early withdrawal charge, taxation and, if you are
under age 59-1/2, tax penalties may apply.

If no direction is received from you at our Home Office by the maturity date of
a guaranteed term, the amount from the maturing guaranteed term will be
transferred to a new guaranteed term of a similar length. If the same guaranteed
term is no longer available, the next shortest guaranteed term available in the
current deposit period will be used. If no shorter guaranteed term is available,
the next longer guaranteed term will be used.

If you do not provide instructions concerning the maturity value of a maturing
guaranteed term, the maturity value transfer provision applies. This provision
allows transfers or withdrawals without an MVA if the transfer or withdrawal
occurs during the calendar month immediately following a guaranteed term
maturity date. This waiver of the MVA only applies to the first transaction
regardless of the amount involved in the transaction.

Under the Guaranteed Account, each guaranteed term is counted as one funding
option. If a guaranteed term matures, and is renewed for the same term, it will
not count as an additional investment option for purposes of any limitation on
the number of investment options.

Subsequent Purchase Payments. Purchase payments received after your initial
purchase payment to the Guaranteed Account will be allocated in the same
proportions as the last allocation, unless you properly instruct us to do
otherwise. If the same guaranteed term(s) are not available, the next shortest
term will be used. If no shorter guaranteed term is available, the next longer
guaranteed term will be used.

Dollar Cost Averaging. The Company may offer more than one guaranteed term of
the same duration and credit one with a higher rate contingent upon use only
with the dollar cost averaging program. If amounts are applied to a guaranteed
term which is credited with a higher rate using dollar cost averaging and the
dollar cost averaging is discontinued, the amounts will be transferred to
another guaranteed term of the same duration and an MVA will apply.

Transfer of Account Dollars. Generally, account dollars invested in the
Guaranteed Account may be transferred among guaranteed terms offered through the
Guaranteed Account, and/or to other investment options offered through the
contract. However, transfers may not be made during the deposit period in which
your account dollars are invested in the Guaranteed Account or for 90 days after
the close of that deposit period. We will apply an MVA to transfers made before
the end of a guaranteed term. The 90 day wait does not apply to (1) amounts
transferred on the maturity date or under the maturity value transfer provision;
(2) amounts transferred from the Guaranteed Account before the maturity date due
to the election of an income phase payment option; (3) amounts distributed under
the ECO or SWO (See "Systematic Distribution Options"); and (4) amounts
transferred from an available guaranteed term in connection with the dollar cost
averaging program.

Transfers after the 90-day period are permitted from guaranteed term(s) to other
guaranteed term(s) available during a deposit period or to other available
investment options. Transfers of the Guaranteed Account values on or within one
calendar month of a term's maturity date are not counted as one of the 12 free
transfers of accumulated values in the account.

Reinvesting Amounts Withdrawn from the Guaranteed Account. If amounts are
withdrawn and then reinvested in the Guaranteed Account, we apply the reinvested
amount to the current deposit period. This means the guaranteed annual interest
rate and guaranteed terms available on the date of reinvestment will apply. We
reinvest amounts proportionately in the same way as they were allocated before
withdrawal. Your account value will not be credited for any negative MVA that
was deducted at the time of withdrawal.

The Income Phase. The Guaranteed Account cannot be used as an investment option
during the income phase. However, you may notify us at least 30 days in advance
to elect a fixed or variable income phase payment option and to transfer your
Guaranteed Account dollars to the general account or any of the subaccounts
available during the income phase. Transfers made due to the election of a
lifetime income phase payment option will be subject to only a positive
aggregate MVA.

Distribution. The Company is the principal underwriter of the contract. The
Company is registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a broker-dealer, and is a member of the
National Association of Securities Dealers, Inc. From time to time, the Company
may offer customers of certain broker-dealers special guaranteed rates in
connection with the Guaranteed Account offered through the contracts, and may
negotiate different commissions for these broker-dealers.


                                       38
<PAGE>

                                   Appendix II
                                  Fixed Account
- --------------------------------------------------------------------------------

General Disclosure.

The Fixed Account is an investment option available during the accumulation
phase under the contract.

[Diamond] Amounts allocated to the Fixed Account are held in the Company's
          general account which supports insurance and annuity obligations.

[Diamond] Interests in the Fixed Account have not been registered with the SEC
          in reliance on exemptions under the Securities Act of 1933, as
          amended.

[Diamond] Disclosure in this prospectus regarding the Fixed Account may be
          subject to certain generally applicable provisions of the federal
          securities laws relating to the accuracy and completeness of the
          statements.

[Diamond] Disclosure in this appendix regarding the Fixed Account has not been
          reviewed by the SEC.

[Diamond] Additional information about this option may be found in the contract.

Interest Rates.

[Diamond] The Fixed Account guarantees that amounts allocated to this option
          will earn the minimum interest rate specified in the contract. We may
          credit a higher interest rate from time to time, but the rate we
          credit will never fall below the guaranteed minimum specified in the
          contract. Amounts applied to the Fixed Account will earn the interest
          rate in effect at the time money is applied. Amounts in the Fixed
          Account will reflect a compound interest rate as credited by us. The
          rate we quote is an annual effective yield.

[Diamond] Our determination of interest rates reflects the investment income
          earned on invested assets and the amortization of any capital gains
          and/or losses realized on the sale of invested assets. Under this
          option, we assume the risk of investment gain or loss by guaranteeing
          the amounts you allocate to this option and promising a minimum
          interest rate and income phase payment.

Dollar Cost Averaging. Amounts you invest in the Fixed Account must be
transferred into the other investment options available under the contract over
a period not to exceed 12 months. If you discontinue dollar cost averaging, the
remaining balance amounts in the Fixed Account will be transferred into the
money market subaccount available under the contract, unless you direct us to
transfer the balance into other available options.

Withdrawals. Under certain emergency conditions, we may defer payment of any
withdrawal for a period of up to 6 months or as provided by federal law.

Charges. We do not make deductions from amounts in the Fixed Account to cover
mortality and expense risks. We consider these risks when determining the
credited rate. If you make a withdrawal from amounts in the Fixed Account, an
early withdrawal charge may apply. See "Fees."

Transfers. During the accumulation phase, you may transfer account dollars from
the Fixed Account to any other available investment option. We may vary the
dollar amount that you are allowed to transfer, but it will never be less than
10% of your account value held in the Fixed Account.

By notifying the Home Office at least 30 days before income phase payments
begin, you may elect to have amounts transferred to one or more of the
subaccounts available during the income phase to provide variable payments.


                                       39
<PAGE>
                                  Appendix III
                         Description of Underlying Funds
- --------------------------------------------------------------------------------

The investment results of the mutual funds (funds) are likely to differ
significantly and there is no assurance that any of the funds will achieve their
respective investment objectives. Shares of the funds will rise and fall in
value and you could lose money by investing in the funds. Shares of the funds
are not bank deposits and are not guaranteed, endorsed or insured by any
financial institution, the Federal Deposit Insurance Corporation or any other
government agency. Except as noted, all funds are diversified, as defined under
the Investment Company Act of 1940.

Aetna Balanced VP, Inc.

Investment Objective

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

Policies

Under normal market conditions, allocates assets among the following asset
classes: 1) equities such as common and preferred stocks; and 2) debt such as
bonds, mortgage-related and other asset-backed securities, and U.S. Government
securities. Typically maintains approximately 60% of total assets in equities
and 40% of total assets in debt (including money market instruments), although
those percentages may vary from time to time.

Risks

Principal risks are those generally attributable to stock and bond investing.
The success of the fund's strategy depends on the investment adviser's skill in
allocating fund assets between equities and debt and in choosing investments
within those categories. Risks attributable to stock investing include sudden
and unpredictable drops in the value of the market as a whole and periods of
lackluster or negative performance. Stocks of smaller companies tend to be less
liquid and more volatile than stocks of larger companies and can be particularly
sensitive to expected changes in interest rates, borrowing costs and earnings.
Fixed-income investments are subject to the risk that interest rates will rise,
which generally causes bond prices to fall. Also, economic and market conditions
may cause issuers to default or go bankrupt. Values of high-yield bonds are even
more sensitive to economic and market conditions than other bonds. Prices of
mortgage-related securities, in addition to being sensitive to changes in
interest rates, also are sensitive to changes in the prepayment patterns on the
underlying instruments.


Investment Adviser:

Aeltus Investment Management, Inc.

Aetna Income Shares d/b/a Aetna Bond VP

Investment Objective

Seeks to maximize total return, consistent with reasonable risk, through
investments in a diversified portfolio consisting primarily of debt securities.
It is anticipated that capital appreciation and investment income will both be
major factors in achieving total return.

Policies

Under normal market conditions, invests at least 65% of total assets in
high-grade corporate bonds, mortgage-related and other asset-backed securities,
and securities issued or guaranteed by the U.S. government, its agencies and
instrumentalities. High-grade securities are rated at least A by Standard &
Poor's Corporation (S&P) or Moody's Investors Service, Inc. (Moody's), or if
unrated, considered by the investment adviser to be of comparable quality. May
also invest up to 15% of total assets in high-yield bonds, and up to 25% of
total assets in foreign debt securities.

Risks

Principal risks are those generally attributable to debt investing, including
increases in interest rates and loss of principal. Generally, when interest
rates rise, bond prices fall. Bonds with longer maturities tend to be more
sensitive to changes in interest rates. For all bonds there is a risk that the
issuer will default. High-yield bonds generally are more susceptible to the risk
of default than higher rated bonds. Prices of mortgage-related securities, in
addition to being sensitive to changes in interest rates, also are sensitive to
changes in the prepayment patterns on the underlying instruments. Foreign
securities have additional risks. Some foreign securities tend to be less liquid
and more volatile than their U.S. counterparts. In addition, accounting
standards and market regulations tend to be less standardized. These risks are
usually higher for securities of companies in emerging markets. Securities of
foreign companies may be denominated in foreign currency. Exchange rate
fluctuations may reduce or eliminate gains or create losses.


                                       40
<PAGE>

Investment Adviser:  Aeltus Investment Management, Inc.

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

Investment Objective

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

Policies

Under normal market conditions, invests at least 65% of total assets in common
stocks that the investment adviser believes have significant potential for
capital or income growth. Tends to emphasize stocks of larger companies. Also
invests assets across other asset classes (including stocks of small and
medium-sized companies, international stock, real estate securities and fixed
income securities).

Risks

Principal risks are those generally attributable to stock investing. These risks
include sudden and unpredictable drops in the value of the market as a whole and
periods of lackluster or negative performance. The success of the fund's
strategy also depends significantly on the investment adviser's skill in
allocating assets and in choosing investments within each asset class.
Growth-oriented stocks typically sell at relatively high valuations as compared
to other types of stocks. If a growth stock does not exhibit the level of growth
expected, its price may drop sharply. Historically, growth-oriented stocks have
been more volatile than value-oriented stocks. Although the investment adviser
emphasizes large cap stocks, the fund is more diversified across asset classes
than most other funds with a similar investment objective. Therefore, it may not
perform as well as those funds when large cap stocks are in favor.


Investment Adviser: Aeltus Investment Management, Inc.

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

Investment Objective

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

Policies

Invests only in a diversified portfolio of high-quality fixed income securities
denominated in U.S. dollars, with short remaining maturities. These securities
include U.S. Government securities, such as U.S. Treasury bills and securities
issued or sponsored by U.S. government agencies. They also may include corporate
debt securities, finance company commercial paper, asset-backed securities and
certain obligations of U.S. and foreign banks, each of which must be highly
rated by independent rating agencies or, if unrated, considered by the
investment adviser to be of comparable quality. Maintains a dollar-weighted
average portfolio maturity of 90 days or less.

Risks

It is possible to lose money by investing in the fund. There is no guaranty the
fund will achieve its investment objective. Shares of the fund are not bank
deposits and are not guaranteed, endorsed or insured by any financial
institution, the FDIC or any other government agency.

A weak economy, strong equity markets and changes by the Federal Reserve in its
monetary policies all could affect short-term interest rates and therefore the
value and yield of the fund's shares.


Investment Adviser: Aeltus Investment Management, Inc.

Aetna Variable Portfolios, Inc.--Aetna Growth VP

Investment Objective

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

Policies

Under normal market conditions, invests at least 65% of total assets in common
stocks. Tends to emphasize stocks of larger companies, although may invest in
companies of any size. Focuses on companies that the investment adviser believes
have strong, sustainable and improving earnings growth, and established market
positions in a particular industry.

Risks

Principal risks are those generally attributable to stock investing. They
include sudden and unpredictable drops in the value of the market as a whole and
periods of lackluster or negative performance. Growth-oriented stocks typically
sell at relatively high valuations as compared to other types of stocks. If a
growth stock does not exhibit the consistent level of growth expected, its price
may drop sharply. Historically, growth-oriented stocks have been more volatile
than value-oriented stocks.


                                       41
<PAGE>

Investment Adviser: Aeltus Investment Management, Inc.

Aetna Variable Portfolios, Inc.--Aetna Index Plus Large Cap VP

Investment Objective

Seeks to outperform the total return performance of the Standard & Poor's 500
Composite Index (S&P 500), while maintaining a market level of risk.

Policies

Invests at least 80% of net assets in stocks included in the S&P 500 (other than
Aetna Inc. common stock). The investment adviser attempts to achieve the
objective by overweighting those stocks in the S&P 500 that the investment
adviser believes will outperform the index, and underweighting (or avoiding
altogether) those stocks that the investment adviser believes will underperform
the index. In determining stock weightings, the portfolio manager uses
quantitative computer models to evaluate various criteria, such as the financial
strength of each company and its potential for strong, sustained earnings
growth. Although the fund will not hold all the stocks in the S&P 500, the
investment adviser expects that there will be a close correlation between the
performance of the fund and that of the S&P 500 in both rising and falling
markets.

Risks

Principal risks are those generally attributable to stock investing. These risks
include sudden and unpredictable drops in the value of the market as a whole and
periods of lackluster or negative performance. The success of the fund's
strategy depends significantly on the investment adviser's skill in determining
which securities to overweight, underweight or avoid altogether.


Investment Adviser: Aeltus Investment Management, Inc.

Aetna Variable Portfolios, Inc.--Aetna International VP

Investment Objective

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

Policies

Under normal market conditions, invests at least 65% of total assets in
securities principally traded in three or more countries outside of North
America. These securities may include common stocks as well as securities
convertible into common stocks. Invests primarily in established foreign
securities markets, although may invest in emerging markets as well. Employs
currency hedging strategies to protect from adverse effects on the U.S. dollar.

Risks

Principal risks are those generally attributable to stock investing. These risks
include sudden and unpredictable drops in the value of the market as a whole and
periods of lackluster or negative performance. Stocks of foreign companies
present additional risks for U.S. investors, including the following: stocks of
foreign companies tend to be less liquid and more volatile than their U.S.
counterparts; accounting standards and market regulations tend to be less
standardized in certain foreign countries; and economic and political climates
tend to be less stable. Stocks of foreign companies may be denominated in
foreign currency. Exchange rate fluctuations may reduce or eliminate gains or
create losses. A hedging strategy adds to the fund's expenses and may not
perform as expected.


Investment Adviser: Aeltus Investment Management, Inc.

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

Investment Objective

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

Policies

Under normal market conditions, invests at least 65% of total assets in stocks,
convertible securities and preferred stocks of companies principally engaged in
the real estate industry. These companies may invest in, among other things,
shopping malls, healthcare facilities, office parks and apartment communities,
or may provide real estate management and development services.

Risks

Concentrating in stocks of real estate-related companies presents certain risks
that are more closely associated with investing in real estate directly than
with investing in the stock market generally. Those risks include: periodic
declines in the value of real estate, generally, or in the rents and other
income generated by real estate; periodic over-building, which creates gluts in
the market, as well as changes in laws (such as zoning laws) that impair the
property rights of real estate owners; adverse developments in the real estate
industry, which may have a greater impact on this fund than a fund that is more
broadly diversified. Performance also may be adversely affected by sudden and
unpredictable drops in the value of the market as a whole and periods of
lackluster or negative stock market


                                       42
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performance. Although the fund is subject to the risks generally attributable to
stock investing, because the fund has concentrated its assets in one industry it
may be subject to more abrupt swings in value than would a fund that does not
concentrate its assets in one industry.


Investment Adviser: Aeltus Investment Management, Inc.

Aetna Variable Portfolios, Inc.--Aetna Small Company VP

Investment Objective

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

Policies

Under normal market conditions, invests at least 65% of total assets in common
stocks of small-capitalization companies, defined as: the 2,000 smallest of the
3,000 largest U.S. companies (as measured by market capitalization); all
companies not included above that are included in the Standard & Poor's SmallCap
600 Index or the Russell 2000 Index; and companies with market capitalizations
lower than any companies included in the first two categories. For purposes of
the 65% policy, the largest company in this group in which the fund intends to
invest currently has a market capitalization of approximately $1.5 billion.

Risks

Principal risks are those generally attributable to stock investing. These risks
include sudden and unpredictable drops in the value of the market as a whole and
periods of lackluster or negative performance. Stocks of smaller companies carry
higher risks than stocks of larger companies. This is because smaller companies
may lack the management experience, financial resources, product
diversification, and competitive strengths of larger companies. In many
instances, the frequency and volume of trading in these stocks is substantially
less than is typical of stocks of larger companies. As a result, the stocks of
smaller companies may be subject to wider price fluctuations or may be less
liquid. When selling a large quantity of a particular stock, the fund may have
to sell at a discount from quoted prices or may have to make a series of small
sales over an extended period of time due to the more limited trading volume of
smaller company stocks. Stocks of smaller companies can be particularly
sensitive to expected changes in interest rates, borrowing costs and earnings.


Investment Adviser: Aeltus Investment Management, Inc.

AIM V.I. Capital Appreciation Fund

Investment Objective

Seeks growth of capital through investment in common stocks, with emphasis on
medium- and small-sized growth companies.

Policies

The portfolio managers focus on companies they believe are likely to benefit
from new or innovative products, services or processes as well as those that
have experienced above-average, long-term growth in earnings and have excellent
prospects for future growth. The portfolio managers consider whether to sell a
particular security when any of those factors materially changes.
The fund may also invest up to 20% of its total assets in foreign securities.

In anticipation of or in response to adverse market conditions or for cash
management purposes, the fund may hold all or a portion of its assets in cash,
money market instruments, bonds or other debt securities. As a result, the fund
may not achieve its investment objective.

Risks

The prices of equity securities change in response to many factors, including
the historical and prospective earnings of the issuer, the value of its assets,
general economic conditions, interest rates, investor perceptions and market
liquidity. This is especially true with respect to common stocks of smaller
companies, whose prices may go up and down more than common stocks of larger,
more-established companies. Also, since common stocks of smaller companies may
not be traded as often as common stocks of larger, more-established companies,
it may be difficult or impossible for the fund to sell securities at a desirable
price.


Investment Adviser: AIM Advisors, Inc.

AIM V.I. Growth Fund

Investment Objective

Seeks growth of capital primarily by investing in seasoned and better
capitalized companies considered to have strong earnings momentum.


                                       43
<PAGE>


Policies

The portfolio managers focus on companies that have experienced above-average
growth in earnings and have excellent prospects for future growth. The portfolio
managers consider whether to sell a particular security when any of those
factors materially changes. The fund may also invest up to 20% of its total
assets in foreign securities.

In anticipation of or in response to adverse market conditions or for cash
management purposes, the fund may hold all or a portion of its assets in cash,
money market instruments, bonds or other debt securities. As a result, the fund
may not achieve its investment objective.

Risks

The prices of equity securities change in response to many factors, including
the historical and prospective earnings of the issuer, the value of its assets,
general economic conditions, interest rates, investor perceptions and market
liquidity.


Investment Adviser: AIM Advisors, Inc.

AIM V.I. Growth and Income Fund

Investment Objective

Seeks growth of capital with a secondary objective of current income.

Policies

The fund seeks to meet these objectives by investing at least 65% of its net
assets in income-producing securities, including dividend-paying common stocks
and convertible securities. The portfolio managers purchase securities of
established companies that have long-term above-average growth in earnings and
dividends, and growth companies that they believe have the potential for
above-average growth in earnings and dividends. The portfolio managers consider
whether to sell a particular security when they believe the security no longer
has that potential or the capacity to generate income. The fund may also invest
up to 20% of its total assets in foreign securities.

The fund may engage in active and frequent trading of portfolio securities to
achieve its investment objectives. If the fund does trade in this way, it may
incur increased transaction costs and brokerage commissions, both of which can
lower the actual return on your investment.

In anticipation of or in response to adverse market conditions or for cash
management purposes, the fund may hold all or a portion of its assets in cash,
money market instruments, bonds or other debt securities. As a result, the fund
may not achieve its investment objective.

Risks

The prices of equity securities change in response to many factors, including
the historical and prospective earnings of the issuer, the value of its assets,
general economic conditions, interest rates, investor perceptions and market
liquidity. The values of the convertible securities in which the fund may invest
also will be affected by market interest rates, the risk that the issuer may
default on interest or principal payments and the value of the underlying common
stock into which these securities may be converted. Specifically, since these
types of convertible securities pay fixed interest and dividends, their values
may fall if market interest rates rise and rise if market interest rates fall.
Additionally, an issuer may have the right to buy back certain of the
convertible securities at a time and at a price that is unfavorable to the fund.


Investment Adviser: AIM Advisors, Inc.

AIM V.I. Value Fund

Investment Objective

Seeks to achieve long-term growth of capital by investing primarily in equity
securities judged by the fund's investment advisor to be undervalued relative to
the investment advisor's appraisal of the current or projected earnings of the
companies issuing the securities, or relative to current market values of assets
owned by the companies issuing the securities or relative to the equity market
generally. Income is a secondary objective.


                                       44
<PAGE>

Policies

The fund also may invest in preferred stocks and debt instruments that have
prospects for growth of capital. The fund may also invest up to 25% of its total
assets in foreign securities.

The portfolio managers focus on undervalued equity securities of (1)
out-of-favor cyclical growth companies; (2) established growth companies that
are undervalued compared to historical relative valuation parameters; (3)
companies where there is early but tangible evidence of improving prospects that
are not yet reflected in the price of the company's equity securities; and (4)
companies whose equity securities are selling at prices that do not reflect the
current market value of their assets and where there is reason to expect
realization of this potential in the form of increased equity values. The
portfolio managers consider whether to sell a particular security when they
believe the company no longer fits into any of the above categories.

In anticipation of or in response to adverse market conditions or for cash
management purposes, the fund may hold all or a portion of its assets in cash,
money market instruments, bonds or other debt securities. As a result, the fund
may not achieve its investment objective.

Risks

The prices of equity securities change in response to many factors, including
the historical and prospective earnings of the issuer, the value of its assets,
general economic conditions, interest rates, investor perceptions and market
liquidity.

If the seller of a repurchase agreement in which the fund invests defaults on
its obligation or declares bankruptcy, the fund may experience delays in selling
the securities underlying the repurchase agreement. As a result, the fund may
incur losses arising from decline in the value of those securities, reduced
levels of income and expenses of enforcing its rights.

Investment Adviser: AIM Advisors, Inc.

Fidelity Variable Insurance Products Fund--Equity Income Portfolio

Investment Objective

Seeks reasonable income. Also considers the potential for capital appreciation.
Seeks a yield which exceeds the composite yield on the securities comprising the
S&P 500.

Policies

Normally invests at least 65% of total assets in income-producing equity
securities. May also invest in other types of equity securities and debt
securities, including lower-quality debt securities. May invest in securities of
both foreign and domestic issuers. Emphasis on above-average income-producing
equity securities tends to lead to investments in large cap "value" stocks. 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 flucuate
dramatically in response to these developments. Debt securities have varying
levels of sensitivity to changes in interest rates. In general, the price of a
debt security can fall when interest rates rise. Securities with longer
maturities and mortgage securities can be more sensitive to interest rate
changes. 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.
Lower-quality debt securities (those of less than investment-grade quality) can
be more volatile due to increased sensitivity to adverse issuer, political,
regulatory, market or economic developments. Lower-quality debt securities
involve greater risk of default or price changes due to changes in the credit
quality of the issuer. "Value" stocks can react differently to issuer,
political, market and economic developments than the market as a whole and other
types of stocks. "Value" stocks may not ever realize their full value.


Investment Adviser: Fidelity Management & Research Company

Fidelity Variable Insurance Products Fund--Growth Portfolio

Investment Objective

Seeks capital appreciation.

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.


                                       45
<PAGE>


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

Fidelity Variable Insurance Products Fund--High Income Portfolio

Investment Objective

Seeks a high level of current income while also considering growth of capital.

Policies

Normally invests at least 65% of total assets in income-producing debt
securities, preferred stocks and convertible securities, with an emphasis on
lower-quality debt securities. May also invest in non-income producing
securities, including defaulted securities and common stocks. Currently intends
to limit common stocks to 10% of total assets. 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, interest rates or other factors that affect security values.

Risks

Debt securities have varying levels of sensitivity to changes in interest rates.
In general, the price of a debt security can fall when interest rates rise.
Securities with longer maturities and mortgage securities can be more sensitive
to interest rate changes. 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.
Lower-quality debt securities (those of less than investment-grade quality) can
be more volatile due to increased sensitivity to adverse issuer, political,
regulatory, market or economic developments. Lower-quality debt securities
involve greater risk of default or price changes due to changes in the credit
quality of the issuer.


Investment Adviser: Fidelity Management & Research Company

Fidelity Variable Insurance Products Fund II--Contrafund Portfolio

Investment Objective

Seeks long-term capital appreciation.

Policies

Normally invests primarily in common stocks of companies whose value the
investment adviser believes is not fully recognized by the public. May invest in
securities of both foreign and domestic issuers. May tend to buy "growth" stocks
or "value" stocks, or a combination of both types. 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, interest rates 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. Debt securities have varying
levels of sensitivity to changes in interest rates. In general, the price of a
debt security can fall when interest rates rise. Securities with longer
maturities and mortgage securities can be more sensitive to interest rate
changes. 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. "Value" stocks can react differently to
issuer, political, market and economic developments than the market as a whole
and other types of stocks. "Value" stocks may not ever realize their full value.


Investment Adviser: Fidelity Management & Research Company

Janus Aspen Series--Aggressive Growth Portfolio

Investment Objective

Seeks long-term growth of capital.


                                       46
<PAGE>

Policies

A nondiversified portfolio that invests primarily in common stocks selected for
their growth potential and normally invests at least 50 percent of its equity
assets in medium-sized companies. Medium-sized companies are those whose market
capitalizations at the time of investment fall within the range of companies in
the Standard and Poor's (S&P) MidCap 400 Index. The market capitalizations
within the Index will vary, but as of December 31, 1998, they ranged from
approximately $142 million to $73 billion. May at times hold substantial
positions in cash or similar investments.

Risks

Because the Portfolio may invest substantially all of its assets in common
stocks, the main risk is that the value of the stocks it holds might decrease in
response to the activities of an individual company or in response to general
market and/or economic conditions. In addition, a nondiversified portfolio has
the ability to take larger positions in a smaller number of issuers. Because the
appreciation or depreciation of a single stock may have a greater impact on the
net asset value of a nondiversified portfolio, its share price can be expected
to fluctuate more than a diversified portfolio. Performance may also be affected
by risks specific to certain types of investments, such as foreign securities,
derivative investments, non-investment grade debt securities
(high-yield/high-risk securities or "junk" bonds) or companies with relatively
small market capitalizations. Smaller or newer companies may suffer more
significant losses as well as realize more substantial growth than larger or
more established issuers. Investments in such companies tend to be more volatile
and somewhat more speculative. Issues associated with investing in foreign
securities include currency risk, political and economic risk, regulatory risk,
market risk and transaction costs. High-yield/high-risk securities are generally
more dependent on the ability of the issuer to meet interest and principal
payments (i.e., credit risk). They are more vulnerable to real or perceived
economic changes, political changes or other adverse developments specific to
the issuer.


Investment Adviser: Janus Capital Corporation

Janus Aspen Series--Balanced Portfolio

Investment Objective

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

Policies

Normally invests 40-60 percent of its assets in securities selected primarily
for their growth potential and 40-60 percent of its assets in securities
selected primarily for their income potential. Will normally invest at least 25
percent of its assets in fixed-income securities. Assets may shift between the
growth and income components of the Portfolio based on the portfolio manager's
analysis of relevant market, financial and economic conditions. May at times
hold substantial positions in cash or similar investments.

Risks

Because the Portfolio may invest a significant portion of its assets in common
stocks, the main risk is that the value of the stocks it holds might decrease in
response to the activities of an individual company or in response to general
market and/or economic conditions. The income component of the Portfolio's
holdings includes fixed-income securities which generally will decrease in value
when interest rates rise. Another risk associated with fixed-income securities
is the risk that an issuer of a bond will be unable to make principal and
interest payments when due (i.e. credit risk). Performance may also be affected
by risks specific to certain types of investments, such as foreign securities,
derivative investments, non-investment grade debt securities
(high-yield/high-risk securities or "junk" bonds) or companies with relatively
small market capitalizations. Smaller or newer companies may suffer more
significant losses as well as realize more substantial growth than larger or
more established issuers. Investments in such companies tend to be more volatile
and somewhat more speculative. Issues associated with investing in foreign
securities include currency risk, political and economic risk, regulatory risk,
market risk and transaction costs. High-yield/high-risk securities are generally
more susceptible to credit risk. They are more vulnerable to real or perceived
economic changes, political changes or other adverse developments specific to
the issuer.


Investment Adviser: Janus Capital Corporation

Janus Aspen Series--Growth Portfolio

Investment Objective

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

Policies

Generally invests primarily in common stocks of larger, more established
companies selected for their growth potential, although it can invest in
companies of any size. May at times hold substantial positions in cash or
similar investments.

Risks

Because the Portfolio may invest substantially all of its assets in common
stocks, the main risk is that the value of the stocks it holds might decrease in
response to the activities of an individual company or in response to general
market and/or economic conditions. Performance may also be affected by risks
specific to certain types of investments, such as foreign securities, derivative
investments,


                                       47
<PAGE>

non-investment grade debt securities (high-yield/high-risk securities or "junk"
bonds) or companies with relatively small market capitalizations. Smaller or
newer companies may suffer more significant losses as well as realize more
substantial growth than larger or more established issuers. Investments in such
companies tend to be more volatile and somewhat more speculative. Issues
associated with investing in foreign securities include currency risk, political
and economic risk, regulatory risk, market risk and transaction costs.
High-yield/high-risk securities are generally more dependent on the ability of
the issuer to meet interest and principal payments (i.e., credit risk). They are
more vulnerable to real or perceived economic changes, political changes or
other adverse developments specific to the issuer.


Investment Adviser: Janus Capital Corporation

Janus Aspen Series--Worldwide Growth Portfolio

Investment Objective

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

Policies

Invests primarily in common stocks of companies of any size throughout the
world. Normally invests in issuers from at least five different countries,
including the United States. May at times invest in fewer than five countries or
even in a single country. May hold substantial positions in cash or similar
investments.

Risks

Because the Portfolio may invest substantially all of its assets in common
stocks, the main risk is that the value of the stocks it holds might decrease in
response to the activities of an individual company or in response to general
market and/or economic conditions. Performance may also be affected by risks
specific to certain types of investments, such as foreign securities, derivative
investments, non-investment grade debt securities (high-yield/high-risk
securities or "junk" bonds) or companies with relatively small market
capitalizations. Smaller or newer companies may suffer more significant losses
as well as realize more substantial growth than larger or more established
issuers. Investments in such companies tend to be more volatile and somewhat
more speculative. Issues associated with investing in foreign securities include
currency risk, political and economic risk, regulatory risk, market risk and
transaction costs. High-yield/high-risk securities are generally more dependent
on the ability of the issuer to meet interest and principal payments (i.e.,
credit risk). They are more vulnerable to real or perceived economic changes,
political changes or other adverse developments specific to the issuer.


Investment Adviser: Janus Capital Corporation

MFS Total Return Series

Investment Objective

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

Policies

Under normal market conditions, invests at least 40%, but no more than 75%, of
net assets in common stocks and related securities (referred to as equity
securities); bonds, warrants or rights convertible into stock; and depositary
receipts for those securities. Invests at least 25% of net assets in
non-convertible fixed income securities. May vary the percentage of assets
invested in any one type of security (within the limits described above).
Generally, seeks to purchase equity securities that the investment adviser
believes are undervalued in the market relative to their long-term potential
focusing on companies with relatively large market capitalization (i.e., market
capitalizations of $5 billion or more). Fixed income securities include U.S.
government securities, mortgage-backed and asset-backed securities, and
corporate bonds.

Risks

In allocating investments, the series could miss attractive investment
opportunities by underweighting markets where there are significant returns, and
could lose value by overweighting markets where there are significant declines.
The value of securities held by the series may decline due to changing economic,
political or market conditions, or disappointing earnings results. If
anticipated events do not occur or are delayed, or if investor perceptions about
undervalued securities do not improve, the market price of these securities may
not rise or may fall. Fixed income securities are subject to interest rate risk
(the risk that when interest rates rise, the prices of fixed income securities
will generally fall) and credit risk (the risk that the issuer of a fixed income
security will not be able to pay principal and interest when due). Securities
with longer maturities are affected more by interest rate risk. Fixed income
securities traded in the over-the-counter market may be harder to purchase or
sell at a fair price. The inability to purchase or sell these fixed income
securities at a fair price could have a negative impact on the series'
performance.


                                       48
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Investment Adviser: Massachusetts Financial Services Company

Oppenheimer Aggressive Growth Fund/VA

Investment Objective

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

Policies

Invests mainly in equity securities, such as common stocks, preferred stocks and
convertible securities, of issuers in the U.S. and foreign countries. The fund
can invest in any country, including countries with developed or emerging
markets, but currently emphasizes investments in developed markets. As a
fundamental policy, the fund will normally invest in at least four countries
(including the United States). The fund emphasizes investments in securities of
"growth-type" companies. The fund may also invest in cyclical industries and in
"special situations" that the fund's investment manager believes present
opportunities for capital growth. "Special situations" are anticipated
acquisitions, mergers or other unusual developments which, in the opinion of the
manager, will increase the value of an issuer's securities, regardless of
general business conditions or market movements.

Risks

The fund's investments in stocks are subject to changes in their value from a
number of factors. They include changes in general stock market movements, or
the change in value of particular stocks because of an event affecting the
issuer. The fund expects to have substantial amounts of its investments in
foreign securities. Therefore, it will be subject to the risks that economic,
political or other events can have on the values of securities of issuers in
particular foreign countries. Changes in interest rates can also affect stock
prices. Investing in securities with high growth potential, which are often
newer companies having a market capitalization of $200 million or less, involves
substantially greater risks of loss and price fluctuations than larger cap
issuers. Small-cap stock investments also pose certain risks because their
stocks may be less liquid than those of larger issuers.


Investment Adviser: OppenheimerFunds, Inc.

Oppenheimer Main Street Growth & Income Fund/VA

Investment Objective

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

Policies

Invests in equity securities, such as common stocks, preferred stocks and
convertible securities and in debt securities, of issuers in the U.S. and
foreign countries. Although the fund can invest in securities of issues of all
market capitalization ranges, it may focus from time to time on small to medium
capitalization issuers (having a market capitalization of less than $5 billion).
The fund can also use hedging instruments and certain derivative investments to
try to manage investment risks.

Risks

The fund's investments in stocks and bonds are subject to changes in their value
from a number of factors. They include changes in general stock and bond market
movements, or the change in value of particular stocks or bonds because of an
event affecting the issuer. High-yield, lower-grade bonds are subject to greater
credit risks than investment-grade securities. The fund can have significant
amounts of its assets invested in foreign securities. Therefore, it will be
subject to the risks of economic, political or other events that can affect the
values of securities of issuers in particular foreign countries. Changes in
interest rates can also affect stock and bond prices.


Investment Adviser: OppenheimerFunds, Inc.

Oppenheimer Strategic Bond Fund/VA

Investment Objective

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

Policies

Invests mainly in debt securities of issuers in three market sectors: foreign
governments and companies, U.S. government securities and lower-rated high-yield
securities of U.S. companies. Under normal market conditions, the fund invests
in each of those three market sectors. However, the fund is not obligated to do
so, and the amount of its assets in each of the three sectors will vary over
time. The fund can invest up to 100% of its assets in any one sector at any
time, if the manager believes that in doing so the fund can achieve its
objective without undue risk. The fund's foreign investments can include debt
securities of issuers in developed markets as well as emerging markets, which
have special risks. The fund can also use hedging instruments and certain
derivative investments to try to enhance income or try to manage investment
risks.


                                       49
<PAGE>

Risks

The fund's investments in debt securities are subject to changes in their value
from a number of factors. They include changes in general bond market movements
in the U.S. and abroad, or the change in value of particular bonds because of an
event affecting the issuer. The fund can focus significant amounts of its
investments in foreign debt securities. Therefore, it will be subject to the
risks that economic, political or other events can have on the values of
securities of issuers in particular foreign countries. These risks are
heightened in the case of emerging market debt securities. Changes in interest
rates can also affect securities prices.


Investment Adviser: OppenheimerFunds, Inc.

Portfolio Partners (PPI) MFS Emerging Equities Portfolio

Investment Objective

Seeks long-term growth of capital.

Policies

Invests, under normal market conditions, at least 80% of total assets in common
stocks and related securities, such as preferred stock, convertible securities
and depositary receipts, of emerging growth companies. Emerging growth companies
are companies believed to be either early in their life cycle but which have the
potential to become major enterprises, or major enterprises whose rates of
earnings growth are expected to accelerate. Investments may include securities
traded in the over-the-counter markets.

May also invest in foreign securities and may have exposure to foreign
currencies through its investment in these securities, its direct holdings of
foreign currencies or through its use of foreign currency exchange contracts for
the purchase or sale of a fixed quantity of foreign currency at a future date.

Risks

Investment in the portfolio is subject to the following risks:

[Diamond] Market and Company Risk: The value of the securities in which the
          portfolio invests may decline due to changing economic, political or
          market conditions, or due to the financial condition of the company
          which issued the security.

[Diamond] Emerging Growth Risk: The portfolio's performance is particularly
          sensitive to changes in the value of emerging growth companies.
          Investments in emerging growth companies may be subject to more abrupt
          or erratic market movements and may involve greater risks than
          investments in other companies.

[Diamond] Over the Counter Risk: Equity securities that are traded over the
          counter may be more volatile than exchange listed securities, and the
          portfolio may experience difficulty in purchasing or selling these
          securities at a fair price.

[Diamond] Foreign Markets Risk: Investment in foreign securities involves risks
          related to political, social and economic developments abroad. These
          risks result from differences between the regulations to which U.S.
          and foreign issuers and markets are subject.

[Diamond] Currency Risk: The portfolio's exposure to foreign currencies may
          cause the value of the portfolio to decline if the U.S. dollar
          strengthens against these currencies or if foreign governments
          intervene in the currency markets.

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

Portfolio Partners (PPI) MFS Research Growth Portfolio

Investment Objective

Seeks long-term growth of capital and future income.

Policies

Invests primarily (at least 65% of total assets) in common stocks and related
securities, such as preferred stock, convertible securities and depositary
receipts. Focuses on companies believed to have favorable prospects for
long-term growth, attractive valuations based on current and expected earnings
or cash flow, dominant or growing market share and superior management. May
invest in companies of any size. Investments may also include securities traded
on securities exchanges or in the over-the-counter markets.

May invest in foreign securities and may have exposure to foreign currencies
through its investment in these securities, its direct holdings of foreign
currencies or through its use of foreign currency exchange contracts for the
purchase or sale of a fixed quantity of foreign currency at a future date.

Risks

Investment in the portfolio is subject to the following risks:

[Diamond] Market and Company Risk: The value of the securities in which the
          portfolio invests may decline due to changing economic, political or
          market conditions, or due to the financial condition of the company
          which issued the security. In addition, securities of growth companies
          may be more volatile because such companies usually invest a high
          portion of their earnings in their businesses


                                       50
<PAGE>

          and may lack the dividends of value companies, which can cushion the
          security prices in a declining market.

[Diamond] Over-the-Counter Risk: Equity securities that are traded
          over-the-counter may be more volatile than exchange-listed stocks, and
          the portfolio may experience difficulty in purchasing or selling these
          securities at a fair price.

[Diamond] Foreign Markets Risk: Investment in foreign securities involves
          additional risks relating to political, social and economic
          developments abroad. Other risks from these investments result from
          the differences between the regulations to which U.S. and foreign
          issuers and markets are subject.

[Diamond] Currency Risk: The portfolio's exposure to foreign currencies may
          cause the value of the portfolio to decline if the U.S. dollar
          strengthens against these currencies or if foreign governments
          intervene in the currency markets.


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

Portfolio Partners (PPI) MFS Value Equity Portfolio

Investment Objectives

Seeks capital appreciation

Policies

Invests primarily (at least 65% of total assets) in common stocks and related
securities, such as preferred stock, convertible securities and depositary
receipts. Focuses on companies believed to have favorable growth prospects and
attractive valuations based on current and expected earnings or cash flow.
Investments may include securities traded in the over-the-counter markets.

May invest in foreign securities (including emerging market securities) and may
have exposure to foreign currencies through its investment in these securities,
its direct holdings of foreign currencies or through its use of foreign currency
exchange contracts for the purchase or sale of a fixed quantity of a foreign
currency at a future date.

Also may invest in debt securities issued by both U.S. and foreign companies,
including non-investment grade debt securities.

Risks

Investment in the portfolio is subject to the following risks:

[Diamond] Market and Company Risk: The value of the securities in which the
          portfolio invests may decline due to changing economic, political or
          market conditions, or due to the financial condition of the company
          which issued the security. In addition, securities of growth companies
          may be more volatile because such companies usually invest a high
          portion of their earnings in their businesses and may lack the
          dividends of value companies, which can cushion the security prices in
          a declining market.

[Diamond] Over the Counter Risk: Equity securities that are traded over the
          counter may be more volatile than exchange listed securities, and the
          portfolio may experience difficulty in purchasing or selling these
          securities at a fair price.

[Diamond] Foreign Markets Risk: The portfolio's investment in foreign securities
          involves additional risks relating to political, social and economic
          developments abroad. Other risks from these investments result from
          the differences between the regulations to which U.S. and foreign
          issuers and markets are subject.

[Diamond] Emerging Markets Risk: Emerging markets are generally defined as
          countries in the initial stages of their industrialization cycles with
          low per capita income. Investments in emerging markets securities
          involve all of the risks of investment in foreign securities, and also
          have additional risks.

[Diamond] Currency Risk: The portfolio's exposure to foreign currencies may
          cause the value of the portfolio to decline in the event that the U.S.
          dollar strengthens against these currencies, or in the event that
          foreign governments intervene in the currency markets.

[Diamond] Interest Rate Risk: The portfolio's investment in debt securities
          involves risks relating to interest rate movement. If interest rates
          go up, the value of debt securities held by the portfolio will
          decline.

[Diamond] Credit Risk: The portfolio's investment in non-investment grade debt
          securities involves credit risk because issuers of non-investment
          grade securities are more likely to have difficulty making timely
          payments of interest or principal.


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

Portfolio Partners (PPI) Scudder International Growth Portfolio

Investment Objective

Seeks long-term growth of capital.

Policies

Invests primarily (at least 65% of total assets) in the equity securities of
foreign companies believed to have high growth potential. Normally invests in
securities of at least three different countries other than the U.S. Focuses on
issuers located primarily in Europe, Latin America, and the emerging markets of
the Pacific Basin and Japan, but also may invest in select issues from elsewhere
outside the U.S. Will invest in securities in both developed and developing
markets. Seeks to invest in those companies believed to be best


                                       51
<PAGE>

able to capitalize on the growth and changes taking place within and between
various regions of the world. Typically, these are companies with leading or
rapidly developing business franchises, strong financial positions, and high
quality management capable of defining and implementing strategies to take
advantage of local, regional or global markets.

Also may invest in debt securities issued by both U.S. and foreign companies,
including non-investment grade debt securities.

Risks

Investment in the portfolio is subject to the following risks:

[Diamond] Market and Company Risk: The value of the securities in which the
          portfolio invests may decline due to changing economic, political or
          market conditions, or due to the financial condition of the company
          which issued the security. In addition, securities of growth companies
          may be more volatile because such companies usually invest a high
          portion of their earnings in their businesses and may lack the
          dividends of value companies, which can cushion the security prices in
          a declining market.

[Diamond] Foreign Markets Risk: The portfolio's investment in foreign securities
          involves additional risks relating to political, social and economic
          developments abroad. Other risks from these investments result from
          the differences between the regulations to which U.S. and foreign
          issuers and markets are subject.

[Diamond] Currency Risk: The portfolio's exposure to foreign currencies may
          cause the value of the portfolio to decline in the event that the U.S.
          dollar strengthens against these currencies, or in the event that
          foreign governments intervene in the currency markets.

[Diamond] Emerging Growth Risk: The portfolio's performance is particularly
          sensitive to changes in the value of emerging growth companies.
          Investments in emerging growth companies may be subject to more abrupt
          or erratic market movements and may involve greater risks than
          investments in other companies.

[Diamond] Interest Rate Risk: The portfolio's investment in debt securities
          involves risks relating to interest rate movement. If interest rates
          go up, the value of debt securities held by the portfolio will
          decline.

[Diamond] Credit Risk: The portfolio's investment in non-investment grade debt
          securities involves credit risk because issuers of non-investment
          grade securities are more likely to have difficulty making timely
          payments of interest or principal.

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


                                       52
<PAGE>

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

                           VARIABLE ANNUITY ACCOUNT B
                                       OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

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

            Statement of Additional Information dated ________, 1999

                           AETNA PREMIUM BONUS ANNUITY

This Statement of Additional Information is not a prospectus and should be read
in conjunction with the current prospectus for Variable Annuity Account B (the
"separate account") dated XXXXXXX X, 1999.

A free prospectus is available upon request from the local Aetna Life Insurance
and Annuity Company office or by writing to or calling:

                            Aetna Financial Services
                                Annuity Services
                              151 Farmington Avenue
                        Hartford, Connecticut 06156-1258
                                 1-800-238-6219

Read the prospectus before you invest. Unless otherwise indicated, terms used in
this Statement of Additional Information shall have the same meaning as in the
prospectus.


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                           <C>
General Information and History.............................................  2
Variable Annuity Account B..................................................  2
Offering and Purchase of Contract...........................................  3
Performance Data............................................................  3
     General................................................................  3
     Average Annual Total Return Quotations.................................  3
Income Phase Payments.......................................................  6
Sales Material and Advertising..............................................  6
Independent Auditors........................................................  7
Financial Statements of the Separate Account................................  S-1
Financial Statements of Aetna Life Insurance and Annuity Company............  F-1
</TABLE>
<PAGE>

                    GENERAL INFORMATION AND HISTORY

Aetna Life Insurance and Annuity Company (the Company, we, us, our) issues the
contract described in the prospectus and is responsible for providing each
contract's insurance and annuity benefits. We are a stock life insurance company
which was organized under the insurance laws of the State of Connecticut in 1976
and an indirect wholly-owned subsidiary of Aetna Inc. Through a merger, our
assets include the business of Aetna Variable Annuity Life Insurance Company
(formerly Participating Annuity Life Insurance Company organized in 1954). Our
Home Office is located at 151 Farmington Avenue, Hartford, Connecticut 06156.

As of December 31, 1998, the Company and its subsidiary life company had $43
billion invested through its products, including $29 billion in its separate
accounts (of which the Company or an affiliate oversees the management of $21
billion). The Company is ranked among the top 2% of all U.S. life insurance
companies rated by A.M. Best Company based on assets as of December 31, 1997.

In addition to serving as the principal underwriter and the depositor for the
separate account, the Company is a registered investment adviser under the
Investment Advisers Act of 1940 and a registered broker-dealer under the
Securities Exchange Act of 1934. We provide investment advice to several of the
registered management investment companies offered as variable investment
options under the contracts funded by the separate account (see "Variable
Annuity Account B" below).

Other than the mortality and expense risk charge and administrative expense
charge described in the prospectus, all expenses incurred in the operations of
the separate account are borne by the Company. See "Fees" in the prospectus. We
receive reimbursement for certain administrative costs from some advisers of the
funds used as funding options under the contract. These fees generally range up
to 0.425%.

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

From this point forward, the term "contract" refers only to those offered
through the prospectus.


                       VARIABLE ANNUITY ACCOUNT B

Variable Annuity Account B is a separate account established by the Company for
the purpose of funding variable annuity contracts issued by the Company. The
separate account is registered with the Securities and Exchange Commission as a
unit investment trust under the Investment Company Act of 1940, as amended.
Purchase payments to accounts under the contract may be allocated to one or more
of the subaccounts. Each subaccount invests in the shares of only one of the
funds listed below. We may make additions to, deletions from or substitutions of
available investment options as permitted by law and subject to the conditions
of the contract. The availability of the funds is subject to applicable
regulatory authorization. Not all funds are available in all jurisdictions.

The funds currently available under the contract are as follows:

<TABLE>
<S>                                                                  <C>
Aetna Balanced VP, Inc.                                              Fidelity Variable Insurance Products Fund (VIP ) High Income
Aetna Income Shares d/b/a Aetna Bond VP                                Portfolio
Aetna Growth VP                                                      Fidelity Variable Insurance Products Fund II (VIP II)
Aetna Variable Fund d/b/a Aetna Growth and Income VP                 Contrafund
                                                                       Portfolio
Aetna Index Plus Large Cap VP                                        Janus Aspen Aggressive Growth Portfolio
Aetna International VP                                               Janus Aspen Balanced Portfolio
Aetna Variable Encore Fund d/b/a Aetna Money Market VP               Janus Aspen Growth Portfolio
Aetna Real Estate Securities VP                                      Janus Aspen Worldwide Growth Portfolio
Aetna Small Company VP                                               MFS Total Return Series
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 (PPI) MFS Emerging Equities Portfolio
Fidelity Variable Insurance Products Fund (VIP) Equity-Income        Portfolio Partners (PPI) MFS Research Growth Portfolio
  Portfolio                                                          Portfolio Partners (PPI) MFS Value Equity Portfolio
Fidelity Variable Insurance Products Fund (VIP) Growth Portfolio     Portfolio Partners (PPI) Scudder International Growth Portfolio
</TABLE>

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


                                                                               2
<PAGE>

                        OFFERING AND PURCHASE OF CONTRACT

The Company is both the depositor and the principal underwriter for the
securities sold under the prospectus. We offer the contract through life
insurance agents licensed to sell variable annuities who are registered
representatives of the Company or of other registered broker-dealers who have
sales agreements with the Company. The offering of the contract is continuous. A
description of the manner in which the contract is purchased can be found in the
prospectus under the sections entitled "Purchase and Rights" and "Your Account
Value."


                                PERFORMANCE DATA

GENERAL

From time to time, we may advertise different types of historical performance
for the subaccounts of the separate account available under the contract. We may
advertise the "standardized average annual total returns," calculated in a
manner prescribed by the Securities and Exchange Commission (the "standardized
return"), as well as "non-standardized returns," both of which are described
below.

The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial purchase payment of
$1,000 is applied to the various subaccounts under the contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof). The redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period) and 1 is subtracted from the result which is then
expressed as a percentage, carried to at least the nearest hundredth of a
percent. The standardized figures use the actual returns of the fund since the
date contributions were first received in the fund under the separate account,
adjusted to reflect the deduction of the maximum recurring charges under the
contract during each period (i.e., 1.45% mortality and expense risk charge for
Death Benefit Option II, $30 annual maintenance fee, 0.15% administrative
charge, and early withdrawal charge of 8% of purchase payments grading down to
0% after 8 years) and do not include any premium bonus. These charges will be
deducted on a pro rata basis in the case of fractional periods. The maintenance
fee is converted to a percentage of assets based on the average account size
under the contract described in the prospectus.

The non-standardized figures will be calculated in a similar manner, except that
they will not reflect the deduction of any applicable early withdrawal charge,
will include the premium bonus and, in some advertisements, will also exclude
the effect of the annual maintenance fee. The deduction of the early withdrawal
charge and the annual maintenance fee would decrease the level of performance
shown if reflected in these calculations. The non-standardized figures may also
include monthly, quarterly, year-to-date and three-year periods, and may include
returns calculated from the fund's inception date and/or the date contributions
were first received in the fund under the separate account. The non-standardized
returns shown in the tables below reflect the deduction of the maximum recurring
charges under the contract except the early withdrawal charge.

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

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - Standardized and Non-Standardized
The tables below reflect the average annual standardized and non-standardized
total return quotation figures for the periods ended December 31, 1998 for the
subaccounts under the contract. The standardized returns assume the maximum
charges under the contract as described under "General" above. The
non-standardized returns assume the same charges but do not include the early
withdrawal charge. Non-standardized returns also include the premium bonus. We
may also advertise returns based on lower charges that apply to contracts under
Death Benefit Option I.

For the subaccounts funded by the Portfolio Partners portfolios, two sets of
performance returns are shown for each subaccount: one showing performance based
solely on the performance of the Portfolio Partners portfolio from November 28,
1997, the date the Portfolio commenced operations; and one quotation based on
(a) performance through November 26, 1997 of the fund it replaced under many
contracts and; (b) after November 26, 1997, based on the performance of the
Portfolio Partners portfolio.

For those subaccounts where results are not available for the full calendar
period indicated, performance for such partial periods is shown in the column
labeled "Since Inception". For standardized performance, the "Since Inception"
column shows the average annual return since the date contributions were first
received in the fund under the separate account. For non-standardized
performance, the "Since Inception" column shows the average annual total return
since the fund's inception date.


                                                                               3
<PAGE>

<TABLE>
<CAPTION>
                                                                    ----------------------------------------------------------------
                                                                                                                  Date Contributions
                                                                                                                    First Received
                                                                                         STANDARDIZED             Under the Separate
                                                                                                                         Account
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                         Since
                                                                      1 Year     5 Year     10 Year    Inception*
<S>                                                                    <C>       <C>        <C>          <C>           <C>
SUBACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                                                                06/30/1989
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                                                        05/30/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                                                                          10/31/1996
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna International VP                                                                                                 05/05/1998
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Real Estate Securities VP                                                                                        05/06/1998
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                                                 05/30/1997
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                                                                     10/02/1998
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth Fund                                                                                                   10/02/1998
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth and Income Fund                                                                                        10/02/1998
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                                                                    10/02/1998
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio                                                                                   12/30/1994
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio                                                                                          12/30/1994
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio                                                                                     06/30/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                                                                   06/30/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                                                10/31/1994
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                                                         01/31/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                                                           07/29/1994
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                                                 04/28/1995
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                                                                                05/31/1996
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund/VA                                                                                  05/30/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income Fund/VA                                                                        05/30/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund/VA                                                                                     05/30/1997
- ------------------------------------------------------------------------------------------------------------------------------------
PPI MFS Emerging Equities Portfolio                                                                                    11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/PPI MFS Emerging                                                                              09/30/1993
Equities(3)
- ------------------------------------------------------------------------------------------------------------------------------------
PPI MFS Research Growth Portfolio                                                                                      11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/PPI MFS
Research Growth(3)                                                                                                     08/31/1992
- ------------------------------------------------------------------------------------------------------------------------------------
PPI MFS Value Equity Portfolio                                                                                         11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Growth/PPI MFS Value Equity(3)                                                                    11/30/1992
- ------------------------------------------------------------------------------------------------------------------------------------
PPI Scudder International Growth Portfolio                                                                             11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/PPI Scudder
International Growth(3)                                                                                                08/31/1992
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the discussion preceding the table for an explanation of the
charges included and methodology used in calculating the standardized and
non-standardized figures. These figures represent historical performance and
should not be considered a projection of future performance.

*Reflects performance from the date contributions were first received in the
fund under the separate account.

(1)  These funds have been available through the separate account for more than
     ten years.

(2)  The current yield for the subaccount for the seven-day period ended
     December 31, 1998 (on an annualized basis) was x.xx%. Current yield more
     closely reflects current earnings than does total return. The current yield
     reflects the deduction of all charges under the contract that are deducted
     from the total return quotations shown above except the maximum 8% early
     withdrawal charge.

(3)  The fund first listed was replaced with the applicable Portfolio Partners
     portfolio after the close of business on November 26, 1997. The performance
     shown is based on the performance of the replaced fund until November 26,
     1997, and the performance of the applicable Portfolio Partners portfolio
     after that date. The replaced fund may not have been available under all
     contracts. The "Date Contributions First Received Under the Separate
     Account" refers to the applicable date for the replaced fund.


                                                                               4
<PAGE>

<TABLE>
<CAPTION>
                                                                   -----------------------------------------------------------------
                                                                                                                             Fund
                                                                                          NON-STANDARDIZED                 Inception
                                                                                                                             Date
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                Since
                                                                     1 Year     3 Years   5 Years  10 Years  Inception**
<S>                                                                  <C>        <C>       <C>       <C>         <C>       <C>
SUBACCOUNT
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Balanced VP, Inc.                                                                                                   04/03/1989
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Bond VP(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth VP                                                                                                           12/13/1996
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Growth and Income VP(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Index Plus Large Cap VP                                                                                             09/16/1996
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna International VP                                                                                                    12/22/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Money Market VP(1)(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Real Estate Securities VP                                                                                           12/15/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Aetna Small Company VP                                                                                                    12/27/1996
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund                                                                                        05/05/1993
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth Fund                                                                                                      05/05/1993
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth and Income Fund                                                                                           05/02/1994
- ------------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund                                                                                                       05/05/1993
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Equity-Income Portfolio(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP Growth Portfolio(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP High Income Portfolio(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Fidelity VIP II Contrafund Portfolio                                                                                      01/03/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Aggressive Growth Portfolio                                                                                   09/13/1993
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced Portfolio                                                                                            09/13/1993
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Growth Portfolio                                                                                              09/13/1993
- ------------------------------------------------------------------------------------------------------------------------------------
Janus Aspen Worldwide Growth Portfolio                                                                                    09/13/1993
- ------------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series                                                                                                   01/03/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Aggressive Growth Fund/VA(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Main Street Growth & Income Fund/VA                                                                           07/06/1995
- ------------------------------------------------------------------------------------------------------------------------------------
Oppenheimer Strategic Bond Fund/VA                                                                                        05/03/1993
- ------------------------------------------------------------------------------------------------------------------------------------
PPI MFS Emerging Equities Portfolio                                                                                       11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Alger American Small Cap/PPI MFS Emerging
Equities(3)
- ------------------------------------------------------------------------------------------------------------------------------------
PPI MFS Research Growth Portfolio                                                                                         11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
American Century VP Capital Appreciation/PPI MFS
Research Growth(3)
- ------------------------------------------------------------------------------------------------------------------------------------
PPI MFS Value Equity Portfolio                                                                                            11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Neuberger Berman AMT Growth/PPI MFS Value Equity(3)
- ------------------------------------------------------------------------------------------------------------------------------------
PPI Scudder International Growth Portfolio                                                                                11/28/1997
- ------------------------------------------------------------------------------------------------------------------------------------
Scudder International Portfolio Class A/PPI
Scudder International Growth(3)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Please refer to the discussion preceding the table for an explanation of the
charges included and methodology used in calculating the standardized and
non-standardized figures. These figures represent historical performance and
should not be considered a projection of future performance.

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

(1)  These funds have been in operation for more than ten years.

(2)  The current yield for the subaccount for the seven-day period ended
     December 31, 1998 (on an annualized basis) was x.xx%. Current yield more
     closely reflects current earnings than does total return. The current yield
     reflects the deduction of all charges under the contract that are deducted
     from the total return quotations shown above. As in the table above, the
     maximum 8% early withdrawal charge is not reflected.

(3)  The fund first listed was replaced with the applicable Portfolio Partners
     portfolio after the close of business on November 26, 1997. The performance
     shown is based on the performance of the replaced fund until November 26,
     1997, and the performance of the applicable Portfolio Partners portfolio
     after that date. The replaced fund may not have been available under all
     contracts. The "Fund Inception Date" refers to the applicable date for the
     replaced fund. If no date is shown, the replaced fund has been in operation
     for more than ten years.


                                                                               5
<PAGE>

                              INCOME PHASE PAYMENTS

When you begin receiving payments under the contract during the income phase
(see "Income Phase" in the prospectus), the value of your account is determined
using accumulation unit values as of the tenth valuation before the first income
phase payment is due. Such value (less any applicable premium tax) is applied to
provide income phase payments to you in accordance with the income phase payment
option and investment options elected.

The annuity option tables found in the contract show, for each option, the
amount of the first income phase payment for each $1,000 of value applied.
Thereafter, variable income phase payments fluctuate as the annuity unit
value(s) fluctuates with the investment experience of the selected investment
option(s). The first income phase payment and subsequent payments also vary
depending on the assumed net investment rate selected (3.5% or 5% per annum).
Selection of a 5% rate causes a higher first income phase payment, but payments
will increase thereafter only to the extent that the investment performance of
the subaccounts you selected is greater than 5% annually, after deduction of
fees. Income phase payments would decline if the performance was less than 5%.
Use of the 3.5% assumed rate causes a lower first income phase payment, but
subsequent payments would increase more rapidly or decline more slowly as
changes occur in the performance of the subaccounts selected.

When the income phase begins, the annuitant is credited with a fixed number of
annuity units (which does not change thereafter) in each of the designated
investment options. This number is calculated by dividing (a) by (b), where (a)
is the amount of the first income phase payment based on a particular investment
option, and (b) is the then current annuity unit value for that investment
option. As noted, annuity unit values fluctuate from one valuation to the next
(see "Your Account Value" in the prospectus); such fluctuations reflect changes
in the net investment factor for the appropriate subaccount(s) (with a ten
valuation lag which gives the Company time to process income phase payments) and
a mathematical adjustment which offsets the assumed net investment rate of 3.5%
or 5% per annum.

The operation of all these factors can be illustrated by the following
hypothetical example. These procedures will be performed separately for the
investment options selected during the income phase.


EXAMPLE:

Assume that, at the date income phase payments are to begin, there are 3,000
accumulation units credited under a particular contract and that the value of an
accumulation unit for the tenth valuation prior to retirement was $13.650000.
This produces a total value of $40,950.

Assume also that no premium tax is payable and that the annuity table in the
contract provides, for the income phase payment option elected, a first monthly
variable payment of $6.68 per $1000 of value applied; the annuitant's first
monthly income phase payment would thus be $40.950 multiplied by $6.68, or
$273.55.

Assume then that the value of an annuity unit upon the valuation on which the
first income phase payment was due was $13.400000. When this value is divided
into the first monthly payment, the number of annuity units is determined to be
20.414. The value of this number of annuity units will be paid in each
subsequent month.

If the net investment factor with respect to the appropriate subaccount is
1.0015000 as of the tenth valuation preceding the due date of the second monthly
income phase payment, multiplying this factor by .9999058* (to neutralize the
assumed net investment rate of 3.5% per annum built into the number of annuity
units determined above) produces a result of 1.0014057. This is then multiplied
by the annuity unit value for the prior valuation (assume such value to be
$13.504376) to produce an annuity unit value of $13.523359 for the valuation
occurring when the second payment is due. The second monthly payment is then
determined by multiplying the number of annuity units by the current annuity
unit value, or times $13.523359, which produces a payment of $276.07.

*If an assumed net investment rate of 5% is elected, the appropriate factor to
neutralize such assumed rate would be .9998663.


                         SALES MATERIAL AND ADVERTISING

We may include hypothetical illustrations in our sales literature that explain
the mathematical principles of dollar cost averaging, compounded interest, tax
deferred accumulation, and the mechanics of variable annuity contracts. We may
also discuss the difference between variable annuity contracts and other types
of savings or investment products such as personal savings accounts and
certificates of deposit.


                                                                               6
<PAGE>

We may distribute sales literature that compares the percentage change in
accumulation unit values for any of the subaccounts to established market
indices such as the Standard & Poor's 500 Stock Index and the Dow Jones
Industrial Average or to the percentage change in values of other management
investment companies that have investment objectives similar to the subaccount
being compared.

We may publish in advertisements and reports, the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Service, Inc. The purpose of the ratings is to reflect our financial strength
and/or claims-paying ability. We may also quote ranking services such as
Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable
Insurance Products Performance Analysis Service (VIPPAS), which rank variable
annuity or life subaccounts or their underlying funds by performance and/or
investment objective. We may categorize the underlying funds in terms of the
asset classes they represent and use such categories in marketing materials for
the contract. We may illustrate in advertisements the performance of the
underlying funds, if accompanied by performance which also shows the performance
of such funds reduced by applicable charges under the separate account. We may
also show in advertisements the portfolio holdings of the underlying funds,
updated at various intervals. From time to time, we will quote articles from
newspapers and magazines or other publications or reports such as The Wall
Street Journal, Money magazine, USA Today and The VARDS Report.

We may provide in advertising, sales literature, periodic publications or other
materials information on various topics of interest to current and prospective
contract holders. These topics may include the relationship between sectors of
the economy and the economy as a whole and its effect on various securities
markets, investment strategies and techniques (such as value investing, market
timing, dollar cost averaging, asset allocation, constant ratio transfer and
account rebalancing), the advantages and disadvantages of investing in
tax-deferred and taxable investments, customer profiles and hypothetical
purchase and investment scenarios, financial management and tax and retirement
planning, and investment alternatives to certificates of deposit and other
financial instruments, including comparison between the contract and the
characteristics of and market for such financial instruments.

                              INDEPENDENT AUDITORS

KPMG LLP, CityPlace II, Hartford, Connecticut 06103-4103, are the independent
auditors for the separate account and for the Company. The services provided to
the separate account include primarily the examination of the separate account's
financial statements and the review of filings made with the SEC.


                                                                               7
<PAGE>






                          FINANCIAL STATEMENTS





                       [To be filed by amendment]







<PAGE>
































Form No. SAI. XXXXX-99                                      ALIAC Ed. XXXXX 1999
<PAGE>

                           VARIABLE ANNUITY ACCOUNT B
                           PART C - OTHER INFORMATION

<TABLE>
<S>      <C>      <C>
Item 24. Financial Statements and Exhibits
     (a) Financial Statements:
         (1)      Included in Part A*:
                  Condensed Financial Information
         (2)      Included in Part B*:
                  Financial Statements of Variable Annuity Account B:
                  -   Statement of Assets and Liabilities as of December 31,
                      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

*To be filed by amendment

(b)  Exhibits
       (1)      Resolution of the Board of Directors of Aetna Life Insurance and
                Annuity Company establishing Variable Annuity Account B(1)
       (2)      Not applicable
       (3.1)    Broker-Dealer Agreement(2)
       (3.2)    Alternative Form of Wholesaling Agreement and Related Selling
                Agreement(3)
       (4.1)    Form of Variable Annuity Contract (GM-VA-99(PB))
       (4.2)    Form of Variable Annuity Contract Certificate (GMC-VA-99(PB))
       (5)      Not applicable
       (6.1)    Certificate of Incorporation of Aetna Life Insurance and Annuity
                Company(4)
       (6.2)    Amendment of Certificate of Incorporation of Aetna Life
                Insurance and Annuity Company(5)
       (6.3)    By-Laws as amended September 17, 1997 of Aetna Life Insurance
                and Annuity Company(6)
</TABLE>
<PAGE>

<TABLE>
       <S>      <C>
       (7)      Not applicable
       (8.1)    Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company and AIM dated June 30, 1998(7)
       (8.2)    Service Agreement between Aetna Life Insurance and Annuity
                Company and AIM effective June 30, 1998(7)
       (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(8)
       (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(8)
       (8.7)    Fund Participation Agreement between Aetna Life Insurance and
                Annuity Company, Variable Insurance Products Fund and Fidelity
                Distributors Corporation dated February 1, 1994 and amended on
                December 15, 1994, February 1, 1995, May 1, 1995, January 1,
                1996 and March 1, 1996(5)
       (8.8)    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(9)
</TABLE>
<PAGE>

<TABLE>
       <S>      <C>
       (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(10)
       (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(5)
       (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(9)
       (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(11)
       (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)
       (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(9)
       (8.17)   Service Contract between Fidelity Distributors Corporation and
                Aetna Life Insurance and Annuity Company dated May 2, 1997(8)
       (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(8)
</TABLE>
<PAGE>

<TABLE>
       <S>      <C>
       (8.20)   Service Agreement between Janus Capital Corporation and Aetna
                Life Insurance and Annuity Company dated December 8, 1997(13)
       (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(7)
       (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(14)
       (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.(15)
       (8.25)   Service Agreement dated May 1, 1999 between Mitchell Hutchins
                Asset Management, Inc. and Aetna Life Insurance and Annuity
                Company.(15)
       (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.(16)
       (8.27)   Service Agreement effective as of March 11, 1997 between
                Oppenheimer Funds, Inc. and Aetna Life Insurance and Annuity
                Company(16)
       (9)      Opinion and Consent of Counsel*
       (10)     Consent of Independent Auditors*
       (11)     Not applicable
       (12)     Not applicable
       (13)     Schedule for Computation of Performance Data*
       (14)     Not applicable
       (15.1)   Powers of Attorney (included on signature page)
       (15.2)   Authorization for Signatures(3)
</TABLE>

*To be filed by amendment

1.  Incorporated by reference to Post-Effective Amendment No. 6 to Registration
    Statement on Form N-4 (File No. 33-75986), as filed 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 S-1 (File No. 33-60477), as filed on April 15, 1996.
<PAGE>

5.  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.

6.  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.

7.  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.

8.  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.

9.  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.

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

15. Incorporated by reference to Post-Effective Amendment No. 8 to Registration
    Statement on Form N-4 (File No. 333-56297), as filed on June 25, 1999.

16. 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.
<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 26 of Registration Statement on
Form N-4 (File No. 333-87131), as filed on September 15, 1999.


Item 27. Number of Contract Owners

     As of July 31, 1999, there were 86,497 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 the 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 Insurance                                      $684,000                                 $42,930,000
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 Registration Statement to be signed on
its behalf in the City of Hartford, State of Connecticut, on the 17th day of
September, 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
                                            President

         As required by the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated. Each person whose signature appears below hereby constitutes and
appoints Kirk P. Wickman, Julie E. Rockmore and J. Neil McMurdie and each of
them individually, such person's true and lawful attorneys, and agents with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign for such person and in such
person's name and capacity indicated below, any and all amendments
(pre-effective amendments and post-effective amendments) to this Registration
Statement, hereby ratifying and confirming such person's signatures as it may be
signed by said attorneys to any and all amendments.

<TABLE>
<CAPTION>
Signature                            Title                                                Date
<S>                                  <C>                                        <C>     <C>
/s/ Thomas J. McInerney              Director and President                     )
- ----------------------------------                                              )
Thomas J. McInerney                  (principal executive officer)              )
                                                                                )
/s/ Shaun P. Mathews                 Director                                   )       September
- ----------------------------------                                              )       17, 1999
Shaun P. Mathews                                                                )
                                                                                )
/s/ Catherine H. Smith               Director and Chief Financial Officer       )
- ----------------------------------                                              )
Catherine H. Smith                                                              )
                                                                                )
/s/ Deborah Koltenuk                 Vice President, Corporate Controller, and  )
- ----------------------------------                                              )
Deborah Koltenuk                     Assistant Treasurer                        )
</TABLE>
<PAGE>

                           VARIABLE ANNUITY ACCOUNT B
                                  Exhibit Index

<TABLE>
<CAPTION>
Exhibit No.             Exhibit
- -----------             -------
<S>                     <C>                                                            <C>
99-B.4.1                Form of Variable Annuity Contract (GM-VA-99(PB))
                                                                                       ------------

99-B.4.2                Form of Variable Annuity Certificate (GMC-VA-99(PB))
                                                                                       ------------

99-B.9                  Opinion and Consent of Counsel                                      *

99-B.10                 Consent of Independent Auditors                                     *

99-B.13                 Schedule for Computation of Performance Data                        *
</TABLE>

*To be filed by amendment




                            ----------------------------------------------------
[Aetna Logo]                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
- --------------------------------------------------------------------------------

The Contract Holder may cancel this 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 the Contract at its home office, Aetna will
return the amount of Certificate Holder Purchase Payment(s) received, plus any
increase, or minus any decrease, on the amount, if any, allocated to the
Separate Account Subaccount(s).

This page and the pages that follow constitute the entire Contract.

Signed at the home office on the Contract Effective Date.

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-99(PB)
<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.)
- --------------------------------------------------------------------------------

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-99(PB)                       Page 2
<PAGE>

                         Schedule - Accumulation Period

Death Benefit Option
- --------------------------------------------------------------------------------

Death Benefit Option I selected. (See Section IV Death Benefit Options.)

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>

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. 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.



GM-VA-99(PB)                      Page 3
<PAGE>

                   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 3 years                                   8%

              3 or more but less than 4 years                     7%

              4 or more but less than 5 years                     6%

              5 or more but less than 6 years                     5%

              6 or more but less than 7 years                     4%

              7 or more  but less than 8                          3%

              8 years or more                                     0%

Premium Bonus:

                            Net                                Premium
                Cumulative Purchase Payments              Bonus Percentage
              ----------------------------------------------------------------

              $1,500 to $14,999                                2.00%

              $15,000 to $2,499,999                            4.00%

              $2,500,000 plus                                  5.00%
</TABLE>

              See Section I Definitions -- "Premium Bonus" for determining
              eligibility to receive a Premium Bonus after the initial Purchase
              Payment.

Initial Purchase Payment Required

              $15,000 ($1,500 qualified plan) Aetna reserves the right to lower
              that amount.

Maximum Issue Age of Owner and Annuitant

              85

See Section I - DEFINITIONS for explanations.



GM-VA-99(PB)                        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. The administrative charge is
              established upon election of an Annuity Payout Option. This charge
              will not exceed 0.25%.

Assumed Interest Rate (AIR)

              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%.

              The AIR factor for 3.5% per year is 0.9999058.

              The AIR factor for 5.0% per year is 0.9998663.

              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, twelve Transfers
              are allowed each Account Year among the Subaccounts available
              during the Annuity Period. Aetna reserves the right to allow more
              than 12 transfers in a calendar year.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.


GM-VA-99(PB)                         Page 5
<PAGE>

                         Schedule - Accumulation Period

Death Benefit Option
- --------------------------------------------------------------------------------

Death Benefit Option I selected. (See Section III -  Death Benefit Options.)

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>

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.


GM-VA-99(PB)                           Page 3
<PAGE>

                   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 2 years                                    7%

              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 years or more                                      0%

Premium Bonus:

                            Net                                Premium
                Cumulative Purchase Payments              Bonus Percentage
              ------------------------------------------------------------------

              $1,500 to $14,999                                 2.00%

              $15,000 to $2,499,999                             4.00%

              $2,500,000 plus                                   5.00%
</TABLE>

              See Section I - Definitions - "Premium Bonus" to determine
              eligibility to receive a Premium Bonus after the initial Purchase
              Payment.

Initial Purchase Payment Required

              $15,000 ($1,500 qualified plan) Aetna reserves the right to lower
              that amount.

Maximum Issue Age of Owner and Annuitant

              85


See Section I - DEFINITIONS for explanations.



GM-VA-99(PB)                            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. The administrative charge is
              established upon election of an Annuity Payout Option. This charge
              will not exceed 0.25%.

Assumed Interest Rate (AIR)

              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%.

              The AIR factor for 3.5% per year is 0.9999058.

              The AIR factor for 5.0% per year is 0.9998663.

              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, twelve Transfers
              are allowed each Account Year among the Subaccounts available
              during the Annuity Period. Aetna reserves the right to allow more
              than twelve transfers in a calendar year.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.


GM-VA-99(PB)                           Page 5
<PAGE>

                         Schedule - Accumulation Period

Death Benefit Option
- --------------------------------------------------------------------------------

Death Benefit Option II selected.  (See Section IV - Death Benefit Options.)

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           1.45%
                                                                -----
                    Total Separate Account Charges              1.60%
</TABLE>

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. 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.


GM-VA-99(PB)                           Page 3
<PAGE>

                   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 3 years                                     8%

              3 or more but less than 4 years                       7%

              4 or more but less than 5 years                       6%

              5 or more but less than 6 years                       5%

              6 or more but less than 7 years                       4%

              7 or more  but less than 8                            3%

              8 years or more                                       0%

Premium Bonus:

                           Net                                  Premium
               Cumulative Purchase Payments                 Bonus Percentage
              ------------------------------------------------------------------

              $1,500 to $14,999                                  2.00%

              $15,000 to $2,499,999                              4.00%

              $2,500,000 plus                                    5.00%
</TABLE>

              See Section I - Definitions - "Premium Bonus" to determine
              eligibility to receive a Premium Bonus after the initial Purchase
              Payment.

Initial Purchase Payment Required

              $15,000 ($1,500 qualified plan) Aetna reserves the right to lower
              that amount.

Maximum Issue Age of Owner and Annuitant

              75


See Section I - DEFINITIONS for explanations.


GM-VA-99(PB)                           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. The administrative charge is
              established upon election of an Annuity Payout Option. This charge
              will not exceed 0.25%.

Assumed Interest Rate (AIR)

              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%.

              The AIR factor for 3.5% per year is 0.9999058.

              The AIR factor for 5.0% per year is 0.9998663.

              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, twelve Transfers
              are allowed each Account Year among the Subaccounts available
              during the Annuity Period. Aetna reserves the right to allow more
              than 12 transfers in a calendar year.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.


GM-VA-99(PB)                          Page 5
<PAGE>

                         Schedule - Accumulation Period

Death Benefit Option
- --------------------------------------------------------------------------------

Death Benefit Option II selected. (See Section IV - Death Benefit Options.)

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           1.45%
                                                                -----
                    Total Separate Account Charges              1.60%
</TABLE>

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.


GM-VA-99(PB)                             Page 3
<PAGE>

                   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 2 years                                     7%

              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 years or more                                       0%

Premium Bonus:

                           Net                                  Premium
               Cumulative Purchase Payments                 Bonus Percentage
              ------------------------------------------------------------------

              $1,500 to $14,999                                  2.00%

              $15,000 to $2,499,999                              4.00%

              $2,500,000 plus                                    5.00%
</TABLE>

              See Section I - Definitions - "Premium Bonus" to determine
              eligibility to receive a Premium Bonus after the initial Purchase
              Payment.

Initial Purchase Payment Required

              $15,000 ($1,500 qualified plan) Aetna reserves the right to lower
              that amount.

Maximum Issue Age of Owner and Annuitant

              75


See Section I - DEFINITIONS for explanations.



GM-VA-99(PB)                          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. The administrative charge is
              established upon election of an Annuity Payout Option. This charge
              will not exceed 0.25%.

Assumed Interest Rate (AIR)

              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%.

              The AIR factor for 3.5% per year is 0.9999058.

              The AIR factor for 5.0% per year is 0.9998663.

              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, twelve Transfers
              are allowed each Account Year among the Subaccounts available
              during the Annuity Period. Aetna reserves the right to allow more
              than 12 Transfers in a calendar year.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.



GM-VA-99(PB)                        Page 5
<PAGE>

                                Table of Contents

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

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


GM-VA-99(PB)                       Page 6
<PAGE>

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

IV.       DEATH BENEFIT OPTIONS
             4.01  Death Benefit Option I ..................................
             4.02  Death Benefit Option II .................................

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


GM-VA-99(PB)                         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 any Premium Bonus amount;

              (b) Plus or minus the investment experience for the amount, if
                  any, allocated to one or more of the Subaccounts;

              (c) Plus interest added to the amount, if any, allocated to the
                  Guaranteed Account;

              (d) Plus any additional amount deposited to the Account (see
                  Section III - Death Benefit Amount);

              (e) Less the amount of any Maintenance Fee deducted;

              (f) Less any additional fee(s), charges, or taxes, if applicable,
                  deducted;

              (g) Less any amount(s) withdrawn; and

              (h) Less 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) and Premium Bonus
              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 Contract.

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.

1.11       Beneficiary:

              The individual(s) or entity(ies) entitled to receive any death
              benefit due under the Contract. 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

<PAGE>

              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 the Contract as evidenced by
              a certificate. Aetna reserves the right to limit ownership to
              natural persons. If more than one Certificate Holder owns an
              Account, each Certificate Holder will be a joint Certificate
              Holder. 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:

              The agreement between Aetna and the Contract Holder.

1.16       Contract Holder:

              The entity to which the Contract is issued.

1.17       Deferred Sales Charge:

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

1.18       Deposit 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 Deposit
              Period.

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

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.

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:
<PAGE>

              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 the 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 Deposit Period for that
              Guaranteed Term. The rate(s) are guaranteed by Aetna for the
              period beginning with the first day of the Deposit 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) 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 Deposit 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 Deposit 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.

1.27       Market Value Adjustment (MVA):

              An adjustment that may apply to an amount withdrawn or transferred
              from a Guaranteed Account Guaranteed Term prior to the end of that
              Guaranteed Term. The adjustment reflects the change in the value
              of the investment due to changes in interest rates since the date
              of deposit and is computed using the formula given. 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
<PAGE>

              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       Net Cumulative Purchase Payment:

              The sum of the Purchase Payments minus any amounts withdrawn.

1.32       Option Package:

              The version of the Contract selected which defines the amount of
              the mortality and expense risk charge and the calculation of the
              death benefit.

1.33       Premium Bonus:

              A percentage of an applicable Purchase Payment (as shown on the
              Schedule-Accumulation Period) that is credited to a Certificate
              Holder's Account by Aetna. This amount is in addition to the
              Purchase Payment.

              For purposes of calculating the Premium Bonus amount, the amount
              of Purchase Payment eligible for such Bonus is equal to the Net
              Cumulative Purchase Payment amount minus the sum of Purchase
              Payments upon which a Premium Bonus has previously been paid.

1.34       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.

1.35       Reinvestment:

              Aetna will mail a notice to the Certificate Holder at least 18
              calendar days before a Guaranteed Term's Maturity Date. This
              notice will contain the Terms available during current Deposit
              Periods with their Guaranteed Rate(s), and projected Matured Term
              Value. If no specific direction is given by the Certificate Holder
              prior to the Maturity Date, each Matured Term Value will be
              reinvested in the current Deposit Period for a Guaranteed Term of
              the same duration. If a Guaranteed Term of the same duration is
              unavailable, each Matured Term Value will automatically be
              reinvested in the current Deposit Period for the next shortest
              Guaranteed Term available. If no shorter Guaranteed Term is
              available, the next longer Guaranteed Term will be used. Aetna
              will mail a confirmation statement to the Certificate Holder the
              next business day after the Maturity Date. This notice will state
              the Guaranteed Term and Guaranteed Rate(s) which will apply to the
              reinvested Matured Term Value.

1.36       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.

1.37       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.

1.38       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.

1.39       Transfers:
<PAGE>

              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.

1.40       Withdrawal Value:

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

1.41       Valuation Date:

              The date and time for which a Subaccount calculates its net asset
              value, 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 the
              Contract. Aetna will notify the Contract Holder in writing at
              least 30 days before the effective date of any change. Any change
              will not affect the amount or terms of any Annuity 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 to all present and future Accounts.

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

              (a) 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

              (h) Annuity Unit Value - Separate Account (see Section IV)

              (i) Annuity Payout Options (see Section IV).

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

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

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

              Any Account established on or after the effective date of any
              change will be subject to the change. If the Contract Holder does
              not agree to any change under this provision, no new Accounts may
              be established under the Contract. 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.

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:
<PAGE>

              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 III - 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:

              The Contract is between the Contract Holder and Aetna. The
              Contract Holder has title to the Contract. Contract Holder rights
              are limited to accepting or rejecting Contract modifications. The
              Certificate Holder has all other rights to amounts held in his or
              her Account.

              Each Certificate Holder shall own all amounts held in his or her
              Account. Each Certificate Holder may make any choices allowed by
              the Contract for his or her Account. Choices made under the
              Contract must be in writing. 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.

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. We will accept a change of
              beneficiary designation after the date of death and treat such
              beneficiary designation as in effect as of the date of death
              provided no portion of the death benefit has been paid. 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 of any Annuitant to be misstated, the
              correct facts will be used to adjust payments.

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 will summarize certain provisions of the Contract.
              Certificates are for information only and are not a part of the
              Contract.
<PAGE>

III.       PURCHASE PAYMENT, ACCOUNT VALUE, AND WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------

3.01       Purchase Payment:

              This amount is the actual Purchase Payment, less any premium
              taxes. 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       Premium Bonus:

              A Premium Bonus of a certain percentage will be allocated to the
              Account based on the Purchase Payment received. (See Schedule -
              Accumulation Period.)

              The Premium Bonus will not be included in the Account Value under
              the following circumstances:

              (a) If the Certificate Holder exercises the right to cancel, any
                  Premium Bonus applied will be deducted from the refund amount;

              (b) If the Certificate Holder applies of the Adjusted Account
                  Value (minus any premium tax, if applicable) to any Annuity
                  Payout Option, then any Premium Bonus amount applied within 24
                  months will not be included in the Account Value; and

              (c) Any Premium Bonus amount applied within 12 months of the date
                  of death will not be included in the Account Value. No Premium
                  Bonus applied after the date of death will be included in the
                  Account Value for the purposes of calculation of the death
                  benefit.

              The Premium Bonus will be applied pro-rata to each Fund or
              Guaranteed Term in the same ratio as the Purchase Payment is
              allocated unless otherwise specified.

3.03       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.

3.04       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.

3.05       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
<PAGE>

              (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.

              The net investment rate may be either positive or negative.

3.06       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.

3.07       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 (excluding a free withdrawal, see
                  Section III - Deferred Sales Charge), except for a payment
                  made:

                  (1) Under a Systematic Distribution Option to the extent that
                      it does not exceed 10% of the Account Value in a calendar
                      year (an MVA will apply to any amount that exceeds 10%
                      unless such amount is required to meet the minimum
                      distribution requirements); 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 IV - 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.

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

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

              Where:

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

              The Deposit Period yield will be determined as follows:

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

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

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

              In the event that no U.S. Treasury Notes which mature in the last
              three months of the Guaranteed Term exist, Aetna reserves the
              right to use the U.S. Treasury Notes that mature in the following
              quarter.

3.08       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 Deposit 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 Deposit Period, then from
              the next oldest, and so on until the amount requested is
              satisfied.

              The Certificate Holder may make an unlimited number of Transfers
              during the Accumulation Period. The number of free Transfers
              allowed by Aetna is shown on the Schedule - Accumulation Period.
              Additional Transfers may be subject to a Transfer fee as shown on
              the Schedule - Accumulation Period.

              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 Deposit Period or for 90 days after the close of a
              Deposit 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.

3.09       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.

              Such number or values will be as of a specific date no more than
              60 days before the date of the notice.

3.10       Loans:

              Loans are not available under the Contract.

3.11       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.

              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;
<PAGE>

              (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.

3.12       Death Benefit Amount:

              The amount of the death benefit is described in Section IV- Death
              Benefit Options.

3.13       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 IV); 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 IV); 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:
<PAGE>

                  (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.

3.14      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 Deposit Period, then from
              the next oldest, and so on until the amount requested is
              satisfied.

              After deduction of the Maintenance Fee, if applicable, the
              withdrawn amount shall be reduced by a Deferred Sales Charge, if
              applicable. An MVA may apply to amounts withdrawn from the
              Guaranteed Account.

3.15      Deferred Sales Charge:

              The Deferred Sales Charge only applies to the Purchase Payment(s)
              portion 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 IV);

              (c) 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;

              (d) By Aetna under Section III - Payment of Adjusted Account
                  Value;

              (e) Under a qualified Contract when the amount withdrawn is equal
                  to the minimum distribution required by the Code for the
                  Account, either paid under a Systematic Distribution Option or
                  calculated by the Certificate Holder using a method permitted
                  under the Code and agreed to by Aetna;

              (f) As a withdrawal of up to 10% of the Account Value on the
                  Account anniversary in any calendar year less any amounts
                  taken as a required minimum distribution as described in (e)
                  above not to exceed 10% of the Account Value less any amounts
                  withdrawn and/or requested for withdrawal under an SDO or any
                  amount taken as a minimum distribution as described above.
                  Aetna reserves the right to increase the percentage of the
                  free withdrawal amount. The free withdrawal amount includes
                  any Premium Bonus amount applied.

3.16      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.

3.17      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
              $2,500 immediately following any partial withdrawal. Aetna does
              not intend to exercise this right in cases where an Account is
              reduced to $2,500 or less solely due to investment performance. A
              Deferred Sales Charge will not be deducted from the Adjusted
              Account Value however, any Premium Bonus applied within 12 months
              of the termination will be deducted from the Account Value.

3.18      Reinstatement:

              The Certificate Holder may reinstate the proceeds of a full
              withdrawal, subject to terms and conditions established by Aetna.
<PAGE>

IV.        DEATH BENEFIT OPTIONS

           Death Benefit Option selected is reflected on the
           Schedule-Accumulation Period.
- --------------------------------------------------------------------------------

4.01       Death Benefit Option I:

              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
              (see Section III - Death Benefit Options Available to
              Beneficiary). The amount of the death benefit is determined as
              follows:

              (a) Death of the Annuitant.

                  The death benefit calculated as of the Claim Date is the
                  greater of:

                  (1) The sum of all Purchase Payment(s) plus any Premium Bonus
                      allocated to the Account at least 12 months prior to the
                      date of death, adjusted for amount(s) withdrawn or applied
                      to an Annuity Payout Option; or

                  (2) The Account Value on the Claim Date, less any Premium
                      Bonus allocated to the Account after or within 12 months
                      of the date of death.

                      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.

4.02       Death Benefit Option II:

              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
              (see Section III - Death Benefit Options Available to
              Beneficiary). The amount of the death benefit is determined as
              follows:

              (a) Death of the Annuitant.

                  The death benefit calculated as of the Claim Date is the
                  greatest of:

                  (1) The sum of all Purchase Payment(s) plus any Premium Bonus
                      allocated to the Account at least 12 months prior to the
                      date of death, adjusted for amount(s) withdrawn or applied
                      to an Annuity Payout Option; or

                  (2) The Account Value on the Claim Date, less any Premium
                      Bonus allocated within 12 months of the date of death; or

                  (3) The "Step-up Value" on the Claim Date less any Premium
                      Bonus allocated within 12 months of the date of death.
<PAGE>

                      On each anniversary of the Account 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, any Premium Bonus paid
                            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 Account
                            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.

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 ten 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 ten 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:
<PAGE>

              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 ten 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 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.

              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 the 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
<PAGE>

                  payments in a year would be less than $250 (less if required
                  by state law). Aetna reserves the right to increase the
                  minimum first Annuity Payment amount and the minimum annual
                  Annuity payment amount based upon increases reflected in the
                  Consumer Price Index-Urban, (CPI-U) since July 1, 1993.

              (c) If a fixed Annuity Payment is chosen Aetna will use the
                  applicable current rate if it will provide higher fixed
                  Annuity Payments.

              (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.

              (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. If such a lump sum is requested after the start of
                  payments, it will be treated as a withdrawal and will be
                  subject to any applicable Deferred Sales Charge (See Section I
                  - Deferred Sales Charge).

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.

505        Annuity Units - Separate Account:
<PAGE>

              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.

              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-99(PB)                           Page 29
<PAGE>

<TABLE>
<CAPTION>
                     OPTION 1: Payments for a Specified Period

- ---------------------------------------------------------------------------------------
                           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>
         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
- ---------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------
                        First Monthly Amount for Each $1,000*
                     Rates for a Variable Annuity with a 3.5% AIR
- ---------------------------------------------------------------------------------------
       Years                Payment                Years                Payment
- ---------------------------------------------------------------------------------------

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

- ---------------------------------------------------------------------------------------
                        First Monthly Amount for Each $1,000*
                      Rates for a Variable Annuity with a 5% AIR
- ---------------------------------------------------------------------------------------
       Years                Payment                Years                Payment
- ---------------------------------------------------------------------------------------


         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-99(PB)                         Page 30
<PAGE>

<TABLE>
<CAPTION>
                                   Option 2: Life Income Based on the Life of One Annuitant


- -----------------------------------------------------------------------------------------------------------------------------------
                                            Monthly Payment Amount for Each $1,000*
                                   Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
                                    Option 2(b):        Option 2(b):        Option 2(b):        Option 2(b):
   Adjusted     Option 2(a):          payments            payments            payments            payments
    Age of      payments for         guaranteed          guaranteed          guaranteed          guaranteed         Option 2(c):
  Annuitant         life              5 years             10 years            15 years            20 years          Cash Refund
               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-99(PB)                         Page 31
<PAGE>

<TABLE>
<CAPTION>
                             Option 2: Life Income Based on the Life of One Annuitant

- ------------------------------------------------------------------------------------------------------------------
                                  First Monthly Payment Amount for Each $1,000*
                                    Rates for a Variable Annuity with 3.5% AIR
- ------------------------------------------------------------------------------------------------------------------
                                       Option 2(b):        Option 2(b):        Option 2(b):        Option 2(b):
   Adjusted        Option 2(a):          payments            payments            payments            payments
    Age of         payments for         guaranteed          guaranteed          guaranteed          guaranteed
  Annuitant            life              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-99(PB)                          Page 32
<PAGE>

<TABLE>
<CAPTION>
                            Option 2: Life Income Based on the Life of One Annuitant

- ------------------------------------------------------------------------------------------------------------------
                                  First Monthly Payment Amount for Each $1,000*
                                     Rates for a Variable Annuity with 5% AIR
- ------------------------------------------------------------------------------------------------------------------
                                       Option 2(b):        Option 2(b):        Option 2(b):        Option 2(b):
   Adjusted        Option 2(a):          payments            payments            payments            payments
    Age of         payments for         guaranteed          guaranteed          guaranteed          guaranteed
  Annuitant            life              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-99(PB)                           Page 33
<PAGE>

<TABLE>
<CAPTION>
                                Option 3: Life Income Based on the Lives of Two Annuitants

- -------------------------------------------------------------------------------------------------------------------------------
                                          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-99(PB)                          Page 34
<PAGE>

<TABLE>
<CAPTION>
                             Option 3: Life Income Based on the Lives of Two Annuitants

- ------------------------------------------------------------------------------------------------------------------------
                                      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-99(PB)                          Page 35
<PAGE>

<TABLE>
<CAPTION>
                               Option 3: Life Income Based on the Lives of Two Annuitants

- ------------------------------------------------------------------------------------------------------------------------
                                      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-99(PB)                      Page 36
<PAGE>

<TABLE>
<CAPTION>
                                    Option 3: Life Income Based on the Lives of Two Annuitants

- ----------------------------------------------------------------------------------------------------------------------------------
                                             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-99(PB)                         Page 37
<PAGE>

<TABLE>
<CAPTION>
                               Option 3: Life Income Based on the Lives of Two Annuitants

- ------------------------------------------------------------------------------------------------------------------------
                                      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-99(PB)                           Page 38
<PAGE>

<TABLE>
<CAPTION>
                              Option 3: Life Income Based on the Lives of Two Annuitants

- -----------------------------------------------------------------------------------------------------------------------
                                      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-99(PB)                         Page 39
<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-99(PB)



                             ---------------------------------------------------
[Aetna Logo]                 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 variable features of the Group Contract are
                             described in parts III and IV.

- --------------------------------------------------------------------------------
Right to Cancel              You may cancel your Account within 10 days by
                             returning the Certificate 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, plus
                             any increase, or minus any decrease, on the amount,
                             if any, of Purchase Payment(s) allocated to the
                             Separate Account Subaccount(s).


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-99(PB)
<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.)
- --------------------------------------------------------------------------------

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

READ THIS CERTIFICATE CAREFULLY. THE CERTIFICATE SETS FORTH, IN DETAIL, ALL OF
THE RIGHTS AND OBLIGATIONS OF BOTH YOU AND AETNA UNDER THE CONTRACT. THEREFORE,
IT IS IMPORTANT THAT YOU READ THIS CERTIFICATE CAREFULLY.


GMC-VA-99(PB)                      Page 2


<PAGE>

                         Schedule - Accumulation Period

Death Benefit Option
- --------------------------------------------------------------------------------

Death Benefit Option I selected. (See Section IV Death Benefit Options.)

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>

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. 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.


GMC-VA-99(PB)                       Page 3
<PAGE>

                   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 3 years                                      8%

              3 or more but less than 4 years                        7%

              4 or more but less than 5 years                        6%

              5 or more but less than 6 years                        5%

              6 or more but less than 7 years                        4%

              7 or more  but less than 8                             3%

              8 years or more                                        0%

Premium Bonus:

                           Net                                    Premium
               Cumulative Purchase Payments                  Bonus Percentage
              ------------------------------------------------------------------

              $1,500 to $14,999                                   2.00%

              $15,000 to $2,499,999                               4.00%

              $2,500,000 plus                                     5.00%
</TABLE>

              See Section I Definitions -- "Premium Bonus" for determining
              eligibility to receive a Premium Bonus after the initial Purchase
              Payment.

Initial Purchase Payment Required

              $15,000 ($1,500 qualified plan) Aetna reserves the right to lower
              that amount.

Maximum Issue Age of Owner and Annuitant

              85

See Section I - DEFINITIONS for explanations.


GMC-VA-99(PB)                         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. The administrative charge is
              established upon election of an Annuity Payout Option. This charge
              will not exceed 0.25%.

Assumed Interest Rate (AIR)

              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%.

              The AIR factor for 3.5% per year is 0.9999058.

              The AIR factor for 5.0% per year is 0.9998663.

              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, twelve Transfers
              are allowed each Account Year among the Subaccounts available
              during the Annuity Period. Aetna reserves the right to allow more
              than 12 transfers in a calendar year.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.


GMC-VA-99(PB)                         Page 5
<PAGE>

                         Schedule - Accumulation Period

Death Benefit Option
- --------------------------------------------------------------------------------

Death Benefit Option I selected. (See Section III -  Death Benefit Options.)

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>

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.


GMC-VA-99(PB)                          Page 3
<PAGE>

                   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 2 years                                      7%

              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 years or more                                        0%

Premium Bonus:

                           Net                                    Premium
               Cumulative Purchase Payments                  Bonus Percentage
              ------------------------------------------------------------------

              $1,500 to $14,999                                   2.00%

              $15,000 to $2,499,999                               4.00%

              $2,500,000 plus                                     5.00%
</TABLE>

              See Section I - Definitions - "Premium Bonus" to determine
              eligibility to receive a Premium Bonus after the initial Purchase
              Payment.

Initial Purchase Payment Required

              $15,000 ($1,500 qualified plan) Aetna reserves the right to lower
              that amount.

Maximum Issue Age of Owner and Annuitant

              85


See Section I - DEFINITIONS for explanations.


GMC-VA-99(PB)                           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. The administrative charge is
              established upon election of an Annuity Payout Option. This charge
              will not exceed 0.25%.

Assumed Interest Rate (AIR)

              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%.

              The AIR factor for 3.5% per year is 0.9999058.

              The AIR factor for 5.0% per year is 0.9998663.

              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, twelve Transfers
              are allowed each Account Year among the Subaccounts available
              during the Annuity Period. Aetna reserves the right to allow more
              than twelve transfers in a calendar year.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.


GMC-VA-99(PB)                          Page 5
<PAGE>

                         Schedule - Accumulation Period

Death Benefit Option
- --------------------------------------------------------------------------------

Death Benefit Option II selected.  (See Section IV - Death Benefit Options.)

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           1.45%
                                                                 -----
                     Total Separate Account Charges              1.60%
</TABLE>

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. 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.


GMC-VA-99(PB                          Page 3
<PAGE>

                   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 3 years                                      8%

              3 or more but less than 4 years                        7%

              4 or more but less than 5 years                        6%

              5 or more but less than 6 years                        5%

              6 or more but less than 7 years                        4%

              7 or more  but less than 8                             3%

              8 years or more                                        0%

Premium Bonus:

                           Net                                    Premium
               Cumulative Purchase Payments                  Bonus Percentage
              ------------------------------------------------------------------

              $1,500 to $14,999                                   2.00%

              $15,000 to $2,499,999                               4.00%

              $2,500,000 plus                                     5.00%
</TABLE>

              See Section I - Definitions - "Premium Bonus" to determine
              eligibility to receive a Premium Bonus after the initial Purchase
              Payment.

Initial Purchase Payment Required

              $15,000 ($1,500 qualified plan) Aetna reserves the right to lower
              that amount.

Maximum Issue Age of Owner and Annuitant

              75

See Section I - DEFINITIONS for explanations.


GMC-VA-99(PB)                           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. The administrative charge is
              established upon election of an Annuity Payout Option. This charge
              will not exceed 0.25%.

Assumed Interest Rate (AIR)

              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%.

              The AIR factor for 3.5% per year is 0.9999058.

              The AIR factor for 5.0% per year is 0.9998663.

              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, twelve Transfers
              are allowed each Account Year among the Subaccounts available
              during the Annuity Period. Aetna reserves the right to allow more
              than 12 transfers in a calendar year.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.


GMC-VA-99(PB)                         Page 5
<PAGE>

                         Schedule - Accumulation Period

Death Benefit Option
- --------------------------------------------------------------------------------

Death Benefit Option II selected. (See Section IV - Death Benefit Options.)

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           1.45%
                                                                 -----
                     Total Separate Account Charges              1.60%
</TABLE>

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.


GMC-VA-99(PB)                        Page 3
<PAGE>

                   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 2 years                                      7%

              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 years or more                                        0%

Premium Bonus:

                           Net                                    Premium
               Cumulative Purchase Payments                  Bonus Percentage
              ------------------------------------------------------------------

              $1,500 to $14,999                                   2.00%

              $15,000 to $2,499,999                               4.00%

              $2,500,000 plus                                     5.00%
</TABLE>

              See Section I - Definitions - "Premium Bonus" to determine
              eligibility to receive a Premium Bonus after the initial Purchase
              Payment.

Initial Purchase Payment Required

              $15,000 ($1,500 qualified plan) Aetna reserves the right to lower
              that amount.

Maximum Issue Age of Owner and Annuitant

              75


See Section I - DEFINITIONS for explanations.


GMC-VA-99(PB)                        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. The administrative charge is
              established upon election of an Annuity Payout Option. This charge
              will not exceed 0.25%.

Assumed Interest Rate (AIR)

              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%.

              The AIR factor for 3.5% per year is 0.9999058.

              The AIR factor for 5.0% per year is 0.9998663.

              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, twelve Transfers
              are allowed each Account Year among the Subaccounts available
              during the Annuity Period. Aetna reserves the right to allow more
              than 12 Transfers in a calendar year.

General Account - Fixed Annuity Payment
- --------------------------------------------------------------------------------

Minimum Guaranteed Interest Rate

              3.0% (effective annual rate of return)


See Section I - DEFINITIONS for explanations.


GMC-VA-99(PB)                        Page 5
<PAGE>

                                Table of Contents

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

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


GMC-VA-99(PB)                    Page 6
<PAGE>

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

IV        DEATH BENEFIT OPTIONS
             4.01  Death Benefit Option I ....................................
             4.02  Death Benefit Option II ...................................

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


GMC-VA-99(PB)                          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 any Premium Bonus amount;

              (b) Plus or minus the investment experience for the amount, if
                  any, allocated to one or more of the Subaccounts;

              (c) Plus interest added to the amount, if any, allocated to the
                  Guaranteed Account;

              (d) Plus any additional amount deposited to the Account (see
                  Section III - Death Benefit Amount);

              (e) Less the amount of any Maintenance Fee deducted;

              (f) Less any additional fee(s), charges, or taxes, if applicable,
                  deducted;

              (g) Less any amount(s) withdrawn; and

              (h) Less 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) and Premium Bonus
              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 Contract.

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.

1.11       Beneficiary:

              The individual(s) or entity(ies) entitled to receive any death
              benefit due under the Contract. 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
<PAGE>

              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 the Contract as evidenced by
              a certificate. Aetna reserves the right to limit ownership to
              natural persons. If more than one Certificate Holder owns an
              Account, each Certificate Holder will be a joint Certificate
              Holder. 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:

              The agreement between Aetna and the Contract Holder.

1.16       Contract Holder:

              The entity to which the Contract is issued.

1.17       Deferred Sales Charge:

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

1.18       Deposit 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 Deposit
              Period.

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

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.

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:
<PAGE>

              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 the 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 Deposit Period for that
              Guaranteed Term. The rate(s) are guaranteed by Aetna for the
              period beginning with the first day of the Deposit 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) 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 Deposit 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 Deposit 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.

1.27       Market Value Adjustment (MVA):

              An adjustment that may apply to an amount withdrawn or transferred
              from a Guaranteed Account Guaranteed Term prior to the end of that
              Guaranteed Term. The adjustment reflects the change in the value
              of the investment due to changes in interest rates since the date
              of deposit and is computed using the formula given. 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
<PAGE>

              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       Net Cumulative Purchase Payment:

              The sum of the Purchase Payments minus any amounts withdrawn.

1.32       Option Package:

              The version of the Contract selected which defines the amount of
              the mortality and expense risk charge and the calculation of the
              death benefit.

1.33       Premium Bonus:

              A percentage of an applicable Purchase Payment (as shown on the
              Schedule-Accumulation Period) that is credited to a Certificate
              Holder's Account by Aetna. This amount is in addition to the
              Purchase Payment.

              For purposes of calculating the Premium Bonus amount, the amount
              of Purchase Payment eligible for such Bonus is equal to the Net
              Cumulative Purchase Payment amount minus the sum of Purchase
              Payments upon which a Premium Bonus has previously been paid.

1.34       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.

1.35       Reinvestment:

              Aetna will mail a notice to the Certificate Holder at least 18
              calendar days before a Guaranteed Term's Maturity Date. This
              notice will contain the Terms available during current Deposit
              Periods with their Guaranteed Rate(s), and projected Matured Term
              Value. If no specific direction is given by the Certificate Holder
              prior to the Maturity Date, each Matured Term Value will be
              reinvested in the current Deposit Period for a Guaranteed Term of
              the same duration. If a Guaranteed Term of the same duration is
              unavailable, each Matured Term Value will automatically be
              reinvested in the current Deposit Period for the next shortest
              Guaranteed Term available. If no shorter Guaranteed Term is
              available, the next longer Guaranteed Term will be used. Aetna
              will mail a confirmation statement to the Certificate Holder the
              next business day after the Maturity Date. This notice will state
              the Guaranteed Term and Guaranteed Rate(s) which will apply to the
              reinvested Matured Term Value.

1.36       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.

1.37       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.

1.38       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.

1.39       Transfers:
<PAGE>

              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.

1.40       Withdrawal Value:

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

1.41       Valuation Date:

              The date and time for which a Subaccount calculates its net asset
              value, 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 the
              Contract. Aetna will notify the Contract Holder in writing at
              least 30 days before the effective date of any change. Any change
              will not affect the amount or terms of any Annuity 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 to all present and future Accounts.

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

              (a) 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

              (h) Annuity Unit Value - Separate Account (see Section IV)

              (i) Annuity Payout Options (see Section IV).

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

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

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

              Any Account established on or after the effective date of any
              change will be subject to the change. If the Contract Holder does
              not agree to any change under this provision, no new Accounts may
              be established under the Contract. 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.

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:
<PAGE>

              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 III - 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:

              The Contract is between the Contract Holder and Aetna. The
              Contract Holder has title to the Contract. Contract Holder rights
              are limited to accepting or rejecting Contract modifications. The
              Certificate Holder has all other rights to amounts held in his or
              her Account.

              Each Certificate Holder shall own all amounts held in his or her
              Account. Each Certificate Holder may make any choices allowed by
              the Contract for his or her Account. Choices made under the
              Contract must be in writing. 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.

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. We will accept a change of
              beneficiary designation after the date of death and treat such
              beneficiary designation as in effect as of the date of death
              provided no portion of the death benefit has been paid. 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 of any Annuitant to be misstated, the
              correct facts will be used to adjust payments.

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 will summarize certain provisions of the Contract.
              Certificates are for information only and are not a part of the
              Contract.
<PAGE>

III.       PURCHASE PAYMENT, ACCOUNT VALUE, AND WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------

3.01       Purchase Payment:

              This amount is the actual Purchase Payment, less any premium
              taxes. 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       Premium Bonus:

              A Premium Bonus of a certain percentage will be allocated to the
              Account based on the Purchase Payment received. (See Schedule -
              Accumulation Period.)

              The Premium Bonus will not be included in the Account Value under
              the following circumstances:

              (a) If the Certificate Holder exercises the right to cancel, any
                  Premium Bonus applied will be deducted from the refund amount;

              (b) If the Certificate Holder applies of the Adjusted Account
                  Value (minus any premium tax, if applicable) to any Annuity
                  Payout Option, then any Premium Bonus amount applied within 24
                  months will not be included in the Account Value; and

              (c) Any Premium Bonus amount applied within 12 months of the date
                  of death will not be included in the Account Value. No Premium
                  Bonus applied after the date of death will be included in the
                  Account Value for the purposes of calculation of the death
                  benefit.

              The Premium Bonus will be applied pro-rata to each Fund or
              Guaranteed Term in the same ratio as the Purchase Payment is
              allocated unless otherwise specified.

3.03       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.

3.04       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.

3.05       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
<PAGE>

              (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.

              The net investment rate may be either positive or negative.

3.06       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.

3.07       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 (excluding a free withdrawal, see
                  Section III - Deferred Sales Charge), except for a payment
                  made:

                  (1) Under a Systematic Distribution Option to the extent that
                      it does not exceed 10% of the Account Value in a calendar
                      year (an MVA will apply to any amount that exceeds 10%
                      unless such amount is required to meet the minimum
                      distribution requirements); 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 IV - 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.

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

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

              Where:

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

              The Deposit Period yield will be determined as follows:

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

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

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

              In the event that no U.S. Treasury Notes which mature in the last
              three months of the Guaranteed Term exist, Aetna reserves the
              right to use the U.S. Treasury Notes that mature in the following
              quarter.

3.08       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 Deposit 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 Deposit Period, then from
              the next oldest, and so on until the amount requested is
              satisfied.

              The Certificate Holder may make an unlimited number of Transfers
              during the Accumulation Period. The number of free Transfers
              allowed by Aetna is shown on the Schedule - Accumulation Period.
              Additional Transfers may be subject to a Transfer fee as shown on
              the Schedule - Accumulation Period.

              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 Deposit Period or for 90 days after the close of a
              Deposit 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.

3.09       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.

              Such number or values will be as of a specific date no more than
              60 days before the date of the notice.

3.10      Loans:

              Loans are not available under the Contract.

3.11       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.

              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;
<PAGE>

              (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.

3.12       Death Benefit Amount:

              The amount of the death benefit is described in Section IV- Death
              Benefit Options.

3.13       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 IV); 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 IV); 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:
<PAGE>

                  (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.

3.14      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 Deposit Period, then from
              the next oldest, and so on until the amount requested is
              satisfied.

              After deduction of the Maintenance Fee, if applicable, the
              withdrawn amount shall be reduced by a Deferred Sales Charge, if
              applicable. An MVA may apply to amounts withdrawn from the
              Guaranteed Account.

3.15      Deferred Sales Charge:

              The Deferred Sales Charge only applies to the Purchase Payment(s)
              portion 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 IV);

              (c) 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;

              (d) By Aetna under Section III - Payment of Adjusted Account
                  Value;

              (e) Under a qualified Contract when the amount withdrawn is equal
                  to the minimum distribution required by the Code for the
                  Account, either paid under a Systematic Distribution Option or
                  calculated by the Certificate Holder using a method permitted
                  under the Code and agreed to by Aetna;

              (f) As a withdrawal of up to 10% of the Account Value on the
                  Account anniversary in any calendar year less any amounts
                  taken as a required minimum distribution as described in (e)
                  above not to exceed 10% of the Account Value less any amounts
                  withdrawn and/or requested for withdrawal under an SDO or any
                  amount taken as a minimum distribution as described above.
                  Aetna reserves the right to increase the percentage of the
                  free withdrawal amount. The free withdrawal amount includes
                  any Premium Bonus amount applied.

3.16      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.

3.17      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
              $2,500 immediately following any partial withdrawal. Aetna does
              not intend to exercise this right in cases where an Account is
              reduced to $2,500 or less solely due to investment performance. A
              Deferred Sales Charge will not be deducted from the Adjusted
              Account Value however, any Premium Bonus applied within 12 months
              of the termination will be deducted from the Account Value.

3.18      Reinstatement:

              The Certificate Holder may reinstate the proceeds of a full
              withdrawal, subject to terms and conditions established by Aetna.
<PAGE>

IV.        DEATH BENEFIT OPTIONS

           Death Benefit Option selected is reflected on the
           Schedule-Accumulation Period.
- --------------------------------------------------------------------------------

4.01       Death Benefit Option I:

              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
              (see Section III - Death Benefit Options Available to
              Beneficiary). The amount of the death benefit is determined as
              follows:

              (a) Death of the Annuitant.

                  The death benefit calculated as of the Claim Date is the
                  greater of:

                  (1) The sum of all Purchase Payment(s) plus any Premium Bonus
                      allocated to the Account at least 12 months prior to the
                      date of death, adjusted for amount(s) withdrawn or applied
                      to an Annuity Payout Option; or

                  (2) The Account Value on the Claim Date, less any Premium
                      Bonus allocated to the Account after or within 12 months
                      of the date of death.

                      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.

4.02       Death Benefit Option  II:

              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
              (see Section III - Death Benefit Options Available to
              Beneficiary). The amount of the death benefit is determined as
              follows:

              (a) Death of the Annuitant.

                  The death benefit calculated as of the Claim Date is the
                  greatest of:

                  (1) The sum of all Purchase Payment(s) plus any Premium Bonus
                      allocated to the Account at least 12 months prior to the
                      date of death, adjusted for amount(s) withdrawn or applied
                      to an Annuity Payout Option; or

                  (2) The Account Value on the Claim Date, less any Premium
                      Bonus allocated within 12 months of the date of death; or

                  (3) The "Step-up Value" on the Claim Date less any Premium
                      Bonus allocated within 12 months of the date of death.
<PAGE>

                      On each anniversary of the Account 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, any Premium Bonus paid
                          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 Account
                          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.

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 ten 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 ten 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:
<PAGE>

              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 ten 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 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.

              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 the 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
<PAGE>

                  payments in a year would be less than $250 (less if required
                  by state law). Aetna reserves the right to increase the
                  minimum first Annuity Payment amount and the minimum annual
                  Annuity payment amount based upon increases reflected in the
                  Consumer Price Index-Urban, (CPI-U) since July 1, 1993.

              (c) If a fixed Annuity Payment is chosen Aetna will use the
                  applicable current rate if it will provide higher fixed
                  Annuity Payments.

              (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.

              (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. If such a lump sum is requested after the start of
                  payments, it will be treated as a withdrawal and will be
                  subject to any applicable Deferred Sales Charge (See Section I
                  - Deferred Sales Charge).

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:
<PAGE>

              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.

              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-99(PB)                         Page 29
<PAGE>

<TABLE>
<CAPTION>
                     OPTION 1: Payments for a Specified Period

- ---------------------------------------------------------------------------------------
                           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>
         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
- ---------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------
                        First Monthly Amount for Each $1,000*
                     Rates for a Variable Annuity with a 3.5% AIR
- ---------------------------------------------------------------------------------------
       Years                Payment                Years                Payment
- ---------------------------------------------------------------------------------------
         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
- ---------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------
                        First Monthly Amount for Each $1,000*
                      Rates for a Variable Annuity with a 5% AIR
- ---------------------------------------------------------------------------------------
       Years                Payment                Years                Payment
- ---------------------------------------------------------------------------------------
         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-99(PB)                          Page 30
<PAGE>

<TABLE>
<CAPTION>
                                 Option 2: Life Income Based on the Life of One Annuitant

- ----------------------------------------------------------------------------------------------------------------------------------
                                         Monthly Payment Amount for Each $1,000*
                                Rates for a Fixed Annuity with 3% Guaranteed Interest Rate
                                   Option 2(b):        Option 2(b):        Option 2(b):        Option 2(b):
   Adjusted    Option 2(a):          payments            payments            payments            payments
    Age of     payments for         guaranteed          guaranteed          guaranteed          guaranteed         Option 2(c):
  Annuitant        life              5 years             10 years            15 years            20 years          Cash Refund
              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-99(PB)                         Page 31
<PAGE>

<TABLE>
<CAPTION>
                           Option 2: Life Income Based on the Life of One Annuitant

- -------------------------------------------------------------------------------------------------------------------
                                  First Monthly Payment Amount for Each $1,000*
                                    Rates for a Variable Annuity with 3.5% AIR
- -------------------------------------------------------------------------------------------------------------------
                                       Option 2(b):        Option 2(b):        Option 2(b):        Option 2(b):
   Adjusted        Option 2(a):          payments            payments            payments            payments
    Age of         payments for         guaranteed          guaranteed          guaranteed          guaranteed
  Annuitant            life              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-99(PB)                        Page 32
<PAGE>

<TABLE>
<CAPTION>
                           Option 2: Life Income Based on the Life of One Annuitant

- -------------------------------------------------------------------------------------------------------------------
                                  First Monthly Payment Amount for Each $1,000*
                                     Rates for a Variable Annuity with 5% AIR
- -------------------------------------------------------------------------------------------------------------------
                                       Option 2(b):        Option 2(b):        Option 2(b):        Option 2(b):
   Adjusted        Option 2(a):          payments            payments            payments            payments
    Age of         payments for         guaranteed          guaranteed          guaranteed          guaranteed
  Annuitant            life              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-99(PB)                       Page 33
<PAGE>

<TABLE>
<CAPTION>
                                   Option 3: Life Income Based on the Lives of Two Annuitants

- ---------------------------------------------------------------------------------------------------------------------------------
                                            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-99(PB)                    Page 34
<PAGE>

<TABLE>
<CAPTION>
                               Option 3: Life Income Based on the Lives of Two Annuitants

- -----------------------------------------------------------------------------------------------------------------------
                                      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-99(PB)                        Page 35
<PAGE>

<TABLE>
<CAPTION>
                                Option 3: Life Income Based on the Lives of Two Annuitants

- ----------------------------------------------------------------------------------------------------------------------
                                      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-99(PB)                        Page 36
<PAGE>

<TABLE>
<CAPTION>
                                   Option 3: Life Income Based on the Lives of Two Annuitants

- --------------------------------------------------------------------------------------------------------------------------------
                                            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-99(PB)                       Page 37
<PAGE>

<TABLE>
<CAPTION>
                                Option 3: Life Income Based on the Lives of Two Annuitants

- -----------------------------------------------------------------------------------------------------------------------
                                      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-99(PB)                       Page 38
<PAGE>

<TABLE>
<CAPTION>
                                Option 3: Life Income Based on the Lives of Two Annuitants

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

G
MC-VA-99(PB)                            Page 39
<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-99(PB)



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