VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485BPOS, 1996-04-15
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<PAGE>

As filed with the Securities and Exchange    Registration No. 33-91846*
COMMISSION ON APRIL 15, 1996                 REGISTRATION NO. 811-2513
- ----------------------------                 -------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM N-4

                        POST-EFFECTIVE AMENDMENT NO. 3 TO
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                and Amendment To

         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

     Variable Annuity Account C of Aetna Life Insurance and Annuity Company
                           (EXACT NAME OF REGISTRANT)

                    Aetna Life Insurance and Annuity Company
                               (NAME OF DEPOSITOR)

            151 Farmington Avenue, RE4C, Hartford, Connecticut 06156
         (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

       Depositor's Telephone Number, including Area Code:  (860) 273-7834

                            Susan E. Bryant, Counsel
                    Aetna Life Insurance and Annuity Company
            151 Farmington Avenue, RE4C, Hartford, Connecticut  06156
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)


It is proposed that this filing will become effective (CHECK APPROPRIATE SPACE):

           immediately upon filing pursuant to paragraph (b) of Rule 485
     ---
      X    on May 1, 1996 pursuant to paragraph (b) of Rule 485
     ---

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, Registrant has
registered an indefinite number of securities under the Securities Act of 1933.
Registrant filed a Rule 24f-2 Notice for the fiscal year ended December 31, 1995
on February 29, 1996.

*Pursuant to Rule 429(a) under the Securities Act of 1933, Registrant has
included a combined prospectus under this Registration Statement which includes
all the information which would currently be required in a prospectus relating
to the securities covered by the following earlier Registration Statement:  
33-75976.

<PAGE>

                           VARIABLE ANNUITY ACCOUNT C
                              CROSS REFERENCE SHEET


<TABLE>
<CAPTION>

Form N-4
Item No.                 Part A (Prospectus)                               Location
- --------                 -------------------                               --------
<S>            <C>                                               <C>
   1           Cover Page                                        Cover Page

   2           Definitions                                       Definitions

   3           Synopsis or Highlights                            Prospectus Summary; Fee Table

   4           Condensed Financial Information                   Condensed Financial Information

   5           General Description of Registrant, Depositor,
               and Portfolio Companies                           The Company; Variable Annuity
                                                                 Account C; The Funds

   6           Deductions and Expenses                           Charges and Deductions; Distribution

   7           General Description of Variable Annuity
               Contracts                                         Purchase; Miscellaneous

   8           Annuity Period                                    Annuity Period

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

   10          Purchases and Contract Value                      Purchase; Contract Valuation

   11          Redemptions                                       Right to Cancel; Withdrawals

   12          Taxes                                             Tax Status

   13          Legal Proceedings                                 Miscellaneous - Legal Matters
                                                                 and Proceedings
   14          Table of Contents of the Statement of
               Additional Information                            Contents of the Statement of
                                                                 Additional Information
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Form N-4
Item No.       Part B (Statement of Additional Information)                Location
- --------       --------------------------------------------                --------
<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
                                                                           Contracts

   20          Underwriters                                                Offering and Purchase of
                                                                           Contracts

   21          Calculation of Performance Data                             Performance Data; Average
                                                                           Annual Total Return Quotations

   22          Annuity Payments                                            Annuity Payments

   23          Financial Statements                                        Financial Statements
</TABLE>


                           Part C (Other Information)

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

<PAGE>
                                   PROSPECTUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This   Prospectus   describes   group   deferred   variable   annuity  contracts
("Contracts")  issued  by  Aetna  Life   Insurance  and  Annuity  Company   (the
"Company").  The Contracts  are designed to  fund plans  that provide retirement
income for employees of state or municipal institutions of higher education. The
Contracts are  available  through  participation in  retirement  programs  which
receive  favorable tax  deferred treatment  under Federal  income tax  law. (See
"Purchase.")
 
The Contracts provide that contributions may be allocated to one or more of  the
Credited  Interest Options  or to  one or  more of  the Subaccounts  of Variable
Annuity Account C,  a separate account  of the Company.  The Subaccounts  invest
directly in shares of the following Funds:
 
   
- - Aetna Variable Fund                     - Fidelity VIP Overseas Portfolio
- - Aetna Income Shares                     - Franklin Government Securities Trust
- - Aetna Variable Encore Fund              - Janus Aspen Aggressive Growth
- - Aetna Investment Advisers Fund, Inc.    Portfolio
- - Aetna Ascent Variable Portfolio         - Janus Aspen Balanced Portfolio
- - Aetna Crossroads Variable Portfolio     - Janus Aspen Flexible Income
- - Aetna Legacy Variable Portfolio         Portfolio
- - Alger American Growth Portfolio         - Janus Aspen Growth Portfolio
- - Alger American Small Cap Portfolio      - Janus Aspen Short-Term Bond
- - Calvert Responsibly Invested Balanced   Portfolio
Portfolio                                 - Janus Aspen Worldwide Growth
- - Fidelity VIP II Contrafund Portfolio    Portfolio
- - Fidelity VIP Equity-Income Portfolio    - Lexington Natural Resources Trust
- - Fidelity VIP Growth Portfolio           - Neuberger & Berman Growth Portfolio
                                          - Scudder International Portfolio
                                          Class A Shares
                                          - TCI Growth (a Twentieth Century
                                          fund)
 
The  Credited Interest  Options currently available  under the  Contract are the
Guaranteed  Accumulation  Account  and  the   Fixed  Plus  Account.  Except   as
specifically  mentioned, this Prospectus describes  only investments through the
Separate Account. A brief description of  each of the Credited Interest  Options
is contained in Appendices to this Prospectus. Additional information concerning
the Guaranteed Accumulation Account is contained in a separate prospectus.
    
 
The  availability of the Funds  and the Credited Interest  Options is subject to
applicable regulatory authorization. Not all Funds or Credited Interest  Options
may  be available in all jurisdictions, under all Contracts, or under all Plans.
Please  check  with  your  employer  to  determine  option  availability.   (See
"Investment Options.")
 
This  Prospectus provides investors  with the information  that they should know
about  the  Separate  Account  before  investing  in  the  Contract.  Additional
information about the Separate Account is contained in a Statement of Additional
Information ("SAI") which is available at no charge. The SAI has been filed with
the  Securities and Exchange Commission and is incorporated herein by reference.
The Table of Contents for the SAI is  printed on page 15 of this Prospectus.  An
SAI  may be obtained by indicating the request  on the enrollment form or on the
prospectus receipt contained in this Prospectus, or by calling the number listed
under the "Inquiries" section of the Prospectus Summary.
 
THIS PROSPECTUS IS VALID  ONLY WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUSES  OF
THE  FUNDS AND THE  GUARANTEED ACCUMULATION ACCOUNT.  ALL PROSPECTUSES SHOULD BE
READ AND RETAINED FOR FUTURE REFERENCE.
 
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE SECURITIES
AND EXCHANGE  COMMISSION OR  ANY  STATE SECURITIES  COMMISSION PASSED  UPON  THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
  THIS PROSPECTUS AND THE STATEMENT OF ADDITIONAL INFORMATION ARE DATED MAY 1,
                                     1996.
<PAGE>
                               TABLE OF CONTENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                <C>
DEFINITIONS......................................................     DEFINITIONS - 1
PROSPECTUS SUMMARY...............................................         SUMMARY - 1
FEE TABLE........................................................       FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION..................................     AUV HISTORY - 1
THE COMPANY......................................................                   1
VARIABLE ANNUITY ACCOUNT C.......................................                   1
INVESTMENT OPTIONS...............................................                   1
    The Funds....................................................                   1
    Credited Interest Options....................................                   4
PURCHASE.........................................................                   4
    Contract Availability........................................                   4
    Purchasing Interests in the Contract.........................                   4
    Rights Under the Contract....................................                   4
    Right to Cancel..............................................                   4
CHARGES AND DEDUCTIONS...........................................                   5
    Daily Deductions from the Separate Account...................                   5
    Mortality and Expense Risk Charge............................                   5
    Asset-Based Sales Charge.....................................                   5
    Administrative Expense Charge................................                   5
    Fund Expenses................................................                   5
    Premium and Other Taxes......................................                   5
CONTRACT VALUATION...............................................                   6
    Account Value................................................                   6
    Accumulation Units...........................................                   6
    Net Investment Factor........................................                   6
TRANSFERS........................................................                   6
    Dollar Cost Averaging Program................................                   6
WITHDRAWALS......................................................                   7
    Reinvestment Privilege.......................................                   7
CONTRACT LOANS...................................................                   7
ADDITIONAL WITHDRAWAL OPTIONS....................................                   8
DEATH BENEFIT DURING ACCUMULATION PERIOD.........................                   8
ANNUITY PERIOD...................................................                   9
    Annuity Period Elections.....................................                   9
    Annuity Options..............................................                   9
    Duration of Annuity Payments.................................                  10
    Charges Deducted During the Annuity Period...................                  11
    Death Benefit Payable During the Annuity Period..............                  11
TAX STATUS.......................................................                  11
    Introduction.................................................                  11
    Taxation of the Company......................................                  11
    Contracts Used with Certain Retirement Plans.................                  11
</TABLE>
<PAGE>
<TABLE>
<S>                                                                <C>
MISCELLANEOUS....................................................                  14
    Distribution.................................................                  14
    Delay or Suspension of Payments..............................                  14
    Performance Reporting........................................                  14
    Voting Rights................................................                  15
    Changes in Beneficiary Designations..........................                  15
    Modification of the Contract.................................                  15
    Legal Matters and Proceedings................................                  15
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..............                  15
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT......................                  16
APPENDIX II--FIXED PLUS ACCOUNT..................................                  17
</TABLE>
 
THIS  PROSPECTUS DOES  NOT CONSTITUTE AN  OFFERING IN ANY  JURISDICTION IN WHICH
SUCH OFFERING  MAY NOT  LAWFULLY BE  MADE. THE  COMPANY DOES  NOT AUTHORIZE  ANY
PERSON TO GIVE INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE
OFFERING CONTAINED IN THIS PROSPECTUS EXCEPT AS OTHERWISE CONTAINED HEREIN.
<PAGE>
                                  DEFINITIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The following terms are defined as they are used in this Prospectus:
 
ACCOUNT: A record which identifies contract values accumulated on behalf of each
Participant  during the Accumulation  Period. One or  more Employee Accounts and
Employer Accounts may be established for each Participant.
 
ACCOUNT VALUE: The total dollar value of  amounts held in an Account as of  each
Valuation Date during the Accumulation Period.
 
ACCOUNT  YEAR: A  period of  twelve months  measured from  the date  on which an
Account is  established (the  effective date)  or from  an anniversary  of  such
effective date.
 
ACCUMULATION  PERIOD: The period during which Purchase Payment(s) credited to an
Account are invested to fund future annuity payments.
 
ACCUMULATION UNIT: A  measure of  the value  of each  Subaccount before  annuity
payments begin.
 
ANNUITANT:  The person on whose life or life expectancy the annuity payments are
based.
 
ANNUITY: A series of payments  for life, a definite  period or a combination  of
the two.
 
ANNUITY DATE: The date on which annuity payments begin.
 
ANNUITY PERIOD: The period during which annuity payments are made.
 
ANNUITY  UNIT: A  measure of  the value of  each Subaccount  selected during the
Annuity Period.
 
BENEFICIARY(IES): The person(s) entitled to  receive any death benefit upon  the
death of the Participant.
 
CODE: Internal Revenue Code of 1986, as amended.
 
COMPANY (WE, US): Aetna Life Insurance and Annuity Company.
 
CONTRACT:  The  group  deferred  variable  annuity  contracts  offered  by  this
Prospectus.
 
CONTRACT HOLDER: The entity to whom the Contract is issued. The Contract  Holder
is usually the employer.
 
CREDITED  INTEREST OPTIONS: The  fixed interest options  under the Contract. The
Credited Interest  Options  currently  consist of  the  Guaranteed  Accumulation
Account and the Fixed Plus Account, each of which is described in an Appendix to
this Prospectus. Amounts allocated to the Credited Interest Options are included
in the Account Value.
 
   
EMPLOYEE  ACCOUNT:  An  account  that is  credited  with  payments  derived from
employee salary reduction or salary deduction contributions (as provided for  by
the  Plan)  and  remitted to  the  Company by  the  employer on  behalf  of each
Participant.
    
 
EMPLOYER ACCOUNT: An account that is credited with net Purchase Payments made by
the Contract Holder.
 
SECTION 403(B) CONTRACT: A contract that accepts Purchase Payments made pursuant
to Code  Section  403(b) and  transferred  funds attributable  to  Code  Section
403(b).
 
SECTION 401(A) CONTRACT: A Contract that accepts Purchase Payments made pursuant
to  Code Section  401(a) and  transferred funds  attributable to  Section 401(a)
contributions. Section 401(a)  Contracts issued  to some Plans  may also  accept
Purchase  Payments made  pursuant to Code  Section 414(h)  and transferred funds
attributable to Section 414(h).
 
FUND(S): An open-end registered management  investment company whose shares  are
purchased by the Separate Account to fund the benefits provided by the Contract.
 
HOME OFFICE: The Company's principal executive offices located at 151 Farmington
Avenue, Hartford, Connecticut 06156.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE>
LOAN  ACCOUNT: An account  established for record  keeping purposes and credited
with the amount of any loan.
 
PARTICIPANT (YOU): A person  participating in a Plan  maintained by an  eligible
organization.
 
PLAN(S):  Tax-deferred  retirement  plans  adopted  by  public  higher education
systems for their employees under Section 401(a) or Section 403(b) of the Code.
 
PURCHASE PAYMENT(S):  The gross  payment(s)  submitted to  the Company  under  a
Contract.
 
SEPARATE  ACCOUNT: Variable Annuity Account C, a separate account established by
the Company for the purpose of funding variable annuity contracts issued by  the
Company.
 
SUBACCOUNT(S):  The  portion  of the  assets  of  the Separate  Account  that is
allocated to a particular  Fund. Each Subaccount invests  in the shares of  only
one corresponding Fund.
 
VALUATION  DATE:  The date  and time  at which  the value  of the  Subaccount is
calculated. Currently, this calculation occurs at  the close of business of  the
New  York Stock Exchange on any normal business day, Monday through Friday, that
the New York Stock Exchange is open.
 
- --------------------------------------------------------------------------------
                                DEFINITIONS - 2
<PAGE>
                               PROSPECTUS SUMMARY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACTS OFFERED
 
    The  Contracts  described in  this  Prospectus are  group  deferred variable
annuity contracts  issued  by Aetna  Life  Insurance and  Annuity  Company  (the
"Company").  The purpose of the Contract is  to accumulate values and to provide
benefits upon retirement.  The Contracts  are available for  state or  municipal
institutions of higher education to fund (1) tax-deferred annuity programs under
Section  403(b) of the  Code, and/or qualified  defined contribution plans under
Section 401(a) of the Code. Section 401 Contracts issued to some Plans may  also
accept  payments and  transferred funds made  pursuant to Section  414(h) of the
Code.
 
CONTRACT PURCHASE
 
    The Contract may be purchased by  state or municipal institutions of  higher
education on behalf of a group made up of their employees. One or more Contracts
are issued to the Contract Holder once we receive a completed master application
form(s).  Eligible employees may  participate in the  Contract by completing the
enrollment form  (and any  other  required forms)  and  submitting them  to  the
Company.  Purchase  Payments can  be applied  to the  Contract either  through a
lump-sum transfer from a pre-existing plan, through periodic salary reduction or
salary  deduction  (as   provided  for   by  the  Plan)   or  through   employer
contributions.  For  each  Contract,  one  or  more  Employee  Accounts  will be
established for contributions made by an  employee, and an Employer Account  may
be  established for contributions made by the employer on the employee's behalf.
(See "Purchase.")
 
FREE LOOK PERIOD
 
    You or the Contract Holder may  cancel participation in the Contract  within
10  days  after  you receive  the  Contract  or other  document  evidencing your
interest in the Contract (or longer if required by state law) by returning it to
the Company  along with  a  written notice  of  cancellation. Unless  state  law
requires  otherwise, the  amount that  will be  received upon  cancellation will
reflect the  investment  performance  of the  Subaccounts  into  which  Purchase
Payments  were deposited. In some cases this may be more or less than the amount
of Purchase Payments. (See "Purchase--Right to Cancel.")
 
INVESTMENT OPTIONS
 
    The Company has established  Variable Annuity Account  C, a registered  unit
investment  trust,  for  the purpose  of  funding  the variable  portion  of the
Contracts. The  Separate  Account  is  divided  into  Subaccounts  which  invest
directly in shares of the Funds described herein. The Contract allows investment
in  any or all of  the Subaccounts, as well as  in the Credited Interest Options
described below. For a complete list of the Funds available under the Contracts,
and a description of the  investment objectives of each  of the Funds and  their
investment advisers, see "Investment Options-- The Funds" in this Prospectus, as
well as the prospectuses for each of the Funds.
 
    The Contract also provides for investment in Credited Interest Options which
allow you to earn fixed rates of interest. The fixed options available under the
Contract  are the  Guaranteed Accumulation  Account ("GAA")  and the  Fixed Plus
Account. (See the Appendices to this Prospectus.)
 
CHARGES AND DEDUCTIONS
 
    Certain charges are associated with  these Contracts. These charges  include
daily  deductions  from the  Separate Account  (the  mortality and  expense risk
charges, an asset-based sales charge and  an administrative charge), as well  as
premium  and other taxes. The  Funds also incur certain  fees and expenses which
are deducted  directly from  the Funds.  (See  the Fee  Table and  "Charges  and
Deductions.")
 
TRANSFERS
 
    Prior  to  the Annuity  Date, and  subject  to certain  limitations, Account
Values may  be  transferred among  the  Subaccounts and  the  Credited  Interest
Options without charge. Transfers can be requested in writing or by telephone in
accordance  with the  Company's transfer procedures.  (See the  Appendices for a
full description  of the  restrictions  applicable to  transfers made  from  the
Credited Interest Options.) (See "Transfers.")
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE>
WITHDRAWALS
 
    All  or a part  of the Account Value  may be withdrawn  prior to the Annuity
Date, subject to Plan provisions, by properly completing a disbursement form and
sending it to the Company. Limitations apply to withdrawals from the Fixed  Plus
Account.  A  distribution can  be  made from  the  Employer Account  and certain
Employee Accounts  (as  provided  by  the Plan)  only  if  the  Contract  Holder
certifies  in  writing that  you are  eligible, both  as to  timing and  form of
distribution. The withdrawal will generally be subject to income tax and may  be
subject  to  a  federal  tax  penalty.  The  Code  restricts  full  and  partial
withdrawals in some circumstances. (See "Withdrawals.")
 
    The Contract also  offers certain Additional  Withdrawal Options during  the
Accumulation  Period to persons meeting  certain criteria. Additional Withdrawal
Options are  not available  in  all states  and may  not  be suitable  in  every
situation. (See "Additional Withdrawal Options.")
 
LOANS
 
    If  allowed by the Plan, Participants may  request a loan from their Account
Value during the Accumulation Period. (See "Contract Loans.")
 
DEATH BENEFIT
 
   
    A death benefit is payable if the Participant dies before the Annuity  Date.
Death  benefit proceeds will be paid to the Beneficiary. Until the election of a
method of payment, the  Account Value will remain  invested under the  Contract.
The  Beneficiary may elect to receive the proceeds in a lump sum or under any of
the payment options  available under  the Contract. However,  the Code  requires
that  distributions  begin within  a certain  time  period. (See  "Death Benefit
During the Accumulation Period.")
    
 
    After Annuity Payments have commenced, a death benefit may be payable to the
Beneficiary depending upon  the terms  of the  Contract and  the Annuity  Option
selected. (See "Death Benefit Payable During the Annuity Period.")
 
THE ANNUITY PERIOD
 
    On  the Annuity Date, you may elect to begin receiving Annuity Payments. For
the Employer Account  and certain  Employee Accounts, the  Contract Holder  must
provide  written certification that  the distribution is  in accordance with the
terms of the Plan.  (See "Rights Under the  Contract.") Annuity Payments can  be
made on either a fixed, variable or combination fixed and variable basis. If you
choose a variable payout, the payments will vary with the investment performance
of  the  Subaccount(s) selected.  The Company  reserves the  right to  limit the
number of Subaccounts  that may  be available  during the  Annuity Period.  (See
"Annuity Period.")
 
TAXES
 
    Contributions  and  earnings  are  not generally  taxed  until  you  or your
beneficiary(ies) actually  receive  a  distribution from  the  Contract.  A  10%
federal  tax penalty  and a  20% withholding  for income  tax may  be imposed on
certain withdrawals. (See "Tax Status.")
 
INQUIRIES
 
    Questions, inquiries or requests for additional information can be  directed
to  your  agent or  local  representative, or  you  may contact  the  Company as
follows:
 
<TABLE>
 <S>                                                      <C>
 -  Write to:                                             Aetna Life Insurance and Annuity Company
                                                          151 Farmington Avenue
                                                          Hartford, Connecticut 06156-1277
                                                          Attention: Customer Service
 
 -  Call Customer Service:                                1-800-525-4225 (for automated transfers or changes
                                                          in the allocation of Account Values, call:
                                                          1-800-262-3862)
</TABLE>
 
- --------------------------------------------------------------------------------
                                  SUMMARY - 2
<PAGE>
                                   FEE TABLE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
This Fee Table describes  the various charges and  expenses associated with  the
Contract during the Accumulation Period. For amounts deducted during the Annuity
Period,  see  "Charges  Deducted During  the  Annuity Period."  The  charges and
expenses shown below do  not include premium taxes  that may be applicable.  For
more  information regarding the expenses paid out  of the assets of a particular
Fund, see the Fund's prospectus.
 
CHARGES AGAINST THE SEPARATE ACCOUNT. Each Subaccount pays these expenses out of
its assets. The  charges are  reflected in the  Subaccount's daily  Accumulation
Unit Value and are not charged directly to an Account. They include:
 
   
<TABLE>
<S>                                                                     <C>
MORTALITY AND EXPENSE RISK CHARGE.....................................      1.25%
ASSET-BASED SALES CHARGE. We will monitor the deductions applicable to
each Account..........................................................      0.15%
for the total sales charges to ensure they will never exceed 8.5% of
the total Purchase
Payments actually made to the Account. The sales charges apply during
the
Accumulation Period only.
ADMINISTRATIVE EXPENSE CHARGE. We currently do not impose an
Administrative Expense................................................      0.00%
Charge. However, we reserve the right to deduct a daily charge of not
more than
0.25% per year from the Subaccounts.
  TOTAL SEPARATE ACCOUNT CHARGES......................................      1.40%
                                                                        ---------
                                                                        ---------
</TABLE>
    
 
ANNUAL EXPENSES OF THE FUNDS
 
The  following table illustrates the advisory fees and other expenses applicable
to the Funds.  A Fund's "Other  Expenses" include operating  costs of the  Fund.
These  expenses are reflected in the Fund's net asset value and are not deducted
from the  Account Value  under the  Contract. (Except  as noted,  the  following
figures  are  a percentage  of average  net assets  and, except  where otherwise
indicated, are based on figures for the year ended December 31, 1995.)
 
   
<TABLE>
<CAPTION>
                                                       INVESTMENT
                                                        ADVISORY
                                                        FEES(1)       OTHER EXPENSES   TOTAL FUND
                                                     (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                                     REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                                     --------------   --------------   -----------
 Aetna Variable Fund(2)                                   0.25%            0.06%          0.31%
 <S>                                                 <C>              <C>              <C>
 Aetna Income Shares(2)                                   0.25%            0.08%          0.33%
 Aetna Variable Encore Fund(2)                            0.25%            0.10%          0.35%
 Aetna Investment Advisers Fund, Inc.(2)                  0.25%            0.08%          0.33%
 Aetna Ascent Variable Portfolio(2)                       0.50%            0.15%          0.65%
 Aetna Crossroads Variable Portfolio(2)                   0.50%            0.15%          0.65%
 Aetna Legacy Variable Portfolio(2)                       0.50%            0.15%          0.65%
 Alger American Growth Portfolio                          0.75%            0.10%          0.85%
 Alger American Small Cap Portfolio                       0.85%            0.07%          0.92%
 Calvert Responsibly Invested Balanced Portfolio(3)       0.70%            0.13%          0.83%
 Fidelity VIP II Contrafund Portfolio(4)                  0.61%            0.11%          0.72%
 Fidelity VIP Equity-Income Portfolio                     0.51%            0.10%          0.61%
 Fidelity VIP Growth Portfolio                            0.61%            0.09%          0.70%
 Fidelity VIP Overseas Portfolio                          0.76%            0.15%          0.91%
 Franklin Government Securities Trust(5)                  0.63%            0.13%          0.76%
 Janus Aspen Aggressive Growth Portfolio(6)               0.75%            0.11%          0.86%
 Janus Aspen Balanced Portfolio(6)                        0.82%            0.55%          1.37%
 Janus Aspen Flexible Income Portfolio                    0.65%            0.42%          1.07%
 Janus Aspen Growth Portfolio(6)                          0.65%            0.13%          0.78%
 Janus Aspen Short-Term Bond Portfolio(6)                 0.00%            0.70%          0.70%
</TABLE>
    
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 1
<PAGE>
   
<TABLE>
<CAPTION>
                                                       INVESTMENT
                                                        ADVISORY
                                                        FEES(1)       OTHER EXPENSES   TOTAL FUND
                                                     (AFTER EXPENSE   (AFTER EXPENSE     ANNUAL
                                                     REIMBURSEMENT)   REIMBURSEMENT)    EXPENSES
                                                     --------------   --------------   -----------
 <S>                                                 <C>              <C>              <C>
 Janus Aspen Worldwide Growth Portfolio(6)                0.68%            0.22%          0.90%
 Lexington Natural Resources Trust                        1.00%            0.47%          1.47%
 Neuberger & Berman Growth Portfolio(7)                   0.84%            0.10%          0.94%
 Scudder International Portfolio Class A Shares           0.88%            0.20%          1.08%
 TCI Growth(8)                                            1.00%            0.00%          1.00%
</TABLE>
    
 
- --------------------------
(1) Certain  of  the  unaffiliated  Fund  advisers  reimburse  the  Company  for
    administrative  costs incurred in connection with administering the Funds as
    variable funding options under the  Contract. These reimbursements are  paid
    out of the investment advisory fees and are not charged to investors.
   
(2)As of May 1, 1996, the Company will provide administrative services to the
   Fund and will assume the Fund's ordinary recurring direct costs under an
   Administrative Services Agreement. The "Other Expenses" shown are not based
   on figures for the year ended December 31, 1995, but reflect the fee payable
   under this Agreement.
    
   
(3)The  Management and  Advisory Fees are  subject to  a performance adjustment,
   after July 1, 1996, which could  cause the fee to be  as high as 0.85% or  as
   low  as 0.55%, depending on performance. "Other Expenses" reflect an indirect
   fee of  0.02%. Net  fund operating  expenses after  reduction for  fees  paid
   indirectly would be 0.81%.
    
   
(4) A  portion of the brokerage commissions the Fund paid was used to reduce its
    expenses. Without this reduction, total  operating expenses would have  been
    0.73% for the Contrafund Portfolio.
    
   
(5)An  expense reimbursement arrangement  was in effect  until February 1, 1996;
   however, it  is  no longer  in  effect. The  Advisory  Fee and  Total  Annual
   Expenses  shown  above  reflect  the  actual  expenses  of  the  Fund  before
   reimbursement, as if such arrangement had not been in effect during 1995.
    
   
(6)The information for each Portfolio is  net of fee waivers or reductions  from
   Janus  Capital. Fee reductions  for the Aggressive  Growth, Balanced, Growth,
   and Worldwide Growth Portfolios reduce the management fee to the level of the
   corresponding Janus  retail  fund. Other  waivers  if applicable,  are  first
   applied  against the management fee and  then against other expenses. Without
   such waivers  or reductions,  the Management  Fee, Other  Expenses and  Total
   Portfolio  Operating Expenses  would have  been 0.82%,  0.11%, and  0.93% for
   Aggressive Growth  Portfolio; 1.00%,  0.55%,  1.55% for  Balanced  Portfolio;
   0.85%,  0.13%  and 0.98%  for Growth  Portfolio; 0.65%,  0.72% and  1.37% for
   Short-Term Bond Portfolio  and 0.87%,  0.22% and 1.09%  for Worldwide  Growth
   Portfolio; respectively. Janus Capital may modify or terminate the waivers or
   reductions  at any  time upon  90 days'  notice to  the Portfolio's  Board of
   Trustees.
    
   
(7)Neuberger and Berman Advisers Management Trust (the "Trust") is divided  into
   portfolios  ("Portfolios"), each of  which invests all  of its net investment
   assets in a  corresponding series  ("Series") of  Advisers Management  Trust.
   Expenses  in  the table  reflect expenses  of the  Portfolio and  include the
   Portfolio's pro rata  portion of  the operating expenses  of the  Portfolio's
   corresponding  Series. The Portfolio pays  Neuberger & Berman Management Inc.
   ("NBMI") an administration fee based on the Portfolio's net asset value.  The
   corresponding Series of the Portfolio pays NBMI a management fee based on the
   Series' average daily net assets. Accordingly, this table combines management
   fees  at the Series level and administration fees at the Portfolio level in a
   unified fee rate. (See "Expenses" in the Trust's prospectus.)
    
   
(8) The Portfolio's investment adviser pays all expenses of the Portfolio except
    brokerage commissions, taxes, interest, fees, expenses of the non-interested
    person directors (including counsel fees) and extraordinary expenses.  These
    expenses  have historically represented  a very small  percentage (less than
    0.01%) of total net assets in a fiscal year.
    
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE>
HYPOTHETICAL ILLUSTRATION (EXAMPLE)
 
THIS  EXAMPLE  IS   PURELY  HYPOTHETICAL.   IT  SHOULD  NOT   BE  CONSIDERED   A
REPRESENTATION  OF PAST OR  FUTURE EXPENSES OR  EXPECTED RETURN. ACTUAL EXPENSES
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW.
 
Whether or not  you withdraw or  if you  annuitize your Account,  assuming a  5%
annual  return on assets, you would have paid the following expenses on a $1,000
investment at the end of the applicable time period:
 
   
<TABLE>
<CAPTION>
                                                                3
                                                     1 YEAR   YEARS    5 YEARS   10 YEARS
                                                     ------   ------   -------   --------
 <S>                                                 <C>      <C>      <C>       <C>
 Aetna Variable Fund                                   $17      $54      $ 93      $202
 Aetna Income Shares                                   $18      $54      $ 94      $204
 Aetna Variable Encore Fund                            $18      $55      $ 95      $206
 Aetna Investment Advisers Fund, Inc.                  $18      $54      $ 94      $204
 Aetna Ascent Variable Portfolio                       $21      $64      $110      $238
 Aetna Crossroads Variable Portfolio                   $21      $64      $110      $238
 Aetna Legacy Variable Portfolio                       $21      $64      $110      $238
 Alger American Growth Portfolio                       $23      $70      $120      $258
 Alger American Small Cap Portfolio                    $24      $72      $124      $266
 Calvert Responsibly Invested Balanced Portfolio       $23      $70      $119      $256
 Fidelity VIP II Contrafund Portfolio                  $22      $66      $114      $245
 Fidelity VIP Equity-Income Portfolio                  $20      $63      $108      $234
 Fidelity VIP Growth Portfolio                         $21      $66      $113      $243
 Fidelity VIP Overseas Portfolio                       $23      $72      $124      $265
 Franklin Government Securities Trust                  $22      $68      $116      $249
 Janus Aspen Aggressive Growth Portfolio               $23      $71      $121      $260
 Janus Aspen Balanced Portfolio                        $28      $86      $146      $310
 Janus Aspen Flexible Income Portfolio                 $25      $77      $132      $281
 Janus Aspen Growth Portfolio                          $22      $68      $117      $251
 Janus Aspen Short-Term Bond Portfolio                 $21      $66      $113      $243
 Janus Aspen Worldwide Growth Portfolio                $23      $72      $123      $264
 Lexington Natural Resources Trust                     $29      $89      $151      $320
 Neuberger & Berman Growth Portfolio                   $24      $73      $125      $268
 Scudder International Portfolio Class A Shares        $25      $77      $132      $282
 TCI Growth                                            $24      $75      $128      $274
</TABLE>
    
 
- --------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE>
   
                        CONDENSED FINANCIAL INFORMATION
   (SELECTED DATA FOR ACCUMULATION UNITS OUTSTANDING THROUGHOUT EACH PERIOD)
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
THE CONDENSED FINANCIAL INFORMATION PRESENTED BELOW FOR EACH OF THE YEARS IN THE
FOUR-YEAR PERIOD  ENDED  DECEMBER  31,  1995,  IS  DERIVED  FROM  THE  FINANCIAL
STATEMENTS OF THE SEPARATE ACCOUNT, WHICH FINANCIAL STATEMENTS HAVE BEEN AUDITED
BY  KPMG PEAT MARWICK LLP, INDEPENDENT  AUDITORS. THE FINANCIAL STATEMENTS AS OF
AND FOR THE YEAR  ENDED DECEMBER 31, 1995  AND THE INDEPENDENT AUDITORS'  REPORT
THEREON, ARE INCLUDED IN THE STATEMENT OF ADDITIONAL INFORMATION.
    
 
   
<TABLE>
<CAPTION>
                                                                                    1995       1994       1993       1992
                                                                                  ---------  ---------  ---------  ---------
<S>                                                                               <C>        <C>        <C>        <C>
AETNA VARIABLE FUND
Value at beginning of period                                                        $10.823    $11.083    $10.531    $10.000(2)
Value at end of period                                                              $14.113    $10.823    $11.083    $10.531
Increase (decrease) in value of accumulation unit(1)                                  30.40%     (2.35)%      5.24%      5.31%
Number of accumulation units outstanding at end of period                           121,691     77,511     37,807      3,948
AETNA INCOME SHARES
Value at beginning of period                                                        $10.536    $11.107    $10.271    $10.000(2)
Value at end of period                                                              $12.283    $10.536    $11.107    $10.271
Increase (decrease) in value of accumulation unit(1)                                  16.59%     (5.14)%      8.14%      2.71%
Number of accumulation units outstanding at end of period                            20,427     14,482      4,936        416
AETNA VARIABLE ENCORE FUND
Value at beginning of period                                                        $10.523    $10.252    $10.076    $10.000(2)
Value at end of period                                                              $11.003    $10.523    $10.252    $10.076
Increase (decrease) in value of accumulation unit(1)                                   4.57%      2.64%      1.75%      0.76%
Number of accumulation units outstanding at end of period                            19,202     12,934      3,066        547
AETNA INVESTMENT ADVISERS FUND, INC.
Value at beginning of period                                                        $10.900    $11.109    $10.253    $10.000(2)
Value at end of period                                                              $13.693    $10.900    $11.109    $10.253
Increase (decrease) in value of accumulation unit(1)                                  25.62%     (1.88)%      8.35%      2.53%
Number of accumulation units outstanding at end of period                            19,038     11,773      6,540        221
AETNA ASCENT VARIABLE PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.666
Increase (decrease) in value of accumulation unit(1)                                   6.66%
Number of accumulation units outstanding at end of period                               202
AETNA CROSSROADS VARIABLE PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.605
Increase (decrease) in value of accumulation unit(1)                                   6.05%
Number of accumulation units outstanding at end of period                               243
AETNA LEGACY VARIABLE PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.573
Increase (decrease) in value of accumulation unit(1)                                   5.73%
Number of accumulation units outstanding at end of period                                 0
ALGER AMERICAN GROWTH PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.365
Increase (decrease) in value of accumulation unit(1)                                   3.65%
Number of accumulation units outstanding at end of period                             7,966
</TABLE>
    
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 1
<PAGE>
   
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                                                    1995       1994       1993       1992
                                                                                  ---------  ---------  ---------  ---------
ALGER AMERICAN SMALL CAP PORTFOLIO
<S>                                                                               <C>        <C>        <C>        <C>
Value at beginning of period                                                        $ 9.461    $10.000    $10.000(3)
Value at end of period                                                              $13.463    $ 9.461    $10.000
Increase (decrease) in value of accumulation unit(1)                                  42.29%     (5.39)%      0.00%
Number of accumulation units outstanding at end of period                            31,528      4,575          2
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO
Value at beginning of period                                                        $10.839    $11.352    $10.589    $10.000(2)
Value at end of period                                                              $13.870    $10.839    $11.352    $10.589
Increase (decrease) in value of accumulation unit(1)                                  27.96%     (4.52)%      7.21%      5.89%
Number of accumulation units outstanding at end of period                            14,656      8,469      2,383        125
FIDELITY VIP II CONTRAFUND PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.461
Increase (decrease) in value of accumulation unit(1)                                   4.61%
Number of accumulation units outstanding at end of period                             6,415
FIDELITY VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $11.047
Increase (decrease) in value of accumulation unit(1)                                  10.47%
Number of accumulation units outstanding at end of period                             1,108
FIDELITY VIP GROWTH PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.183
Increase (decrease) in value of accumulation unit(1)                                   1.83%
Number of accumulation units outstanding at end of period                             2,541
FIDELITY VIP OVERSEAS PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $ 9.954
Increase (decrease) in value of accumulation unit(1)                                  (0.46)%
Number of accumulation units outstanding at end of period                               191
FRANKLIN GOVERNMENT SECURITIES TRUST
Value at beginning of period                                                        $10.294    $10.843    $10.214    $10.000(2)
Value at end of period                                                              $11.946    $10.294    $10.843    $10.214
Increase (decrease) in value of accumulation unit(1)                                  16.06%     (5.06)%      6.16%      2.14%
Number of accumulation units outstanding at end of period                            16,226     10,738      4,409        470
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO
Value at beginning of period                                                        $10.577    $10.000(4)
Value at end of period                                                              $13.296    $10.577
Increase (decrease) in value of accumulation unit(1)                                  25.71%      5.77%
Number of accumulation units outstanding at end of period                            15,482        820
JANUS ASPEN BALANCED PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.843
Increase (decrease) in value of accumulation unit(1)                                   8.43%
Number of accumulation units outstanding at end of period                               160
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO
Value at beginning of period                                                        $10,000(7)   $10.000
Value at end of period                                                              $12.054    $10.000
Increase (decrease) in value of accumulation unit(1)                                  20.54%      0.00%
Number of accumulation units outstanding at end of period                               745          0
</TABLE>
    
 
   
- --------------------------------------------------------------------------------
    
                                AUV HISTORY - 2
<PAGE>
   
                  CONDENSED FINANCIAL INFORMATION (CONTINUED)
    
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
   
<TABLE>
<CAPTION>
                                                                                    1995       1994       1993       1992
                                                                                  ---------  ---------  ---------  ---------
JANUS ASPEN GROWTH PORTFOLIO
<S>                                                                               <C>        <C>        <C>        <C>
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.872
Increase (decrease) in value of accumulation unit(1)                                   8.72%
Number of accumulation units outstanding at end of period                               166
JANUS ASPEN SHORT-TERM BOND PORTFOLIO
Value at beginning of period                                                        $10.000(6)
Value at end of period                                                              $10.316
Increase (decrease) in value of accumulation unit(1)                                   3.16%
Number of accumulation units outstanding at end of period                                24
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO
Value at beginning of period                                                        $10.000(8)
Value at end of period                                                              $10.952
Increase (decrease) in value of accumulation unit(1)                                   9.52%
Number of accumulation units outstanding at end of period                            11,128
LEXINGTON NATURAL RESOURCES TRUST
Value at beginning of period                                                        $10.496    $11.261    $10.196    $10.000(2)
Value at end of period                                                              $12.095    $10.496    $11.261    $10.196
Increase (decrease) in value of accumulation unit(1)                                  15.24%     (6.79)%     10.45%      1.96%
Number of accumulation units outstanding at end of period                             8,348      7,350      2,438        165
NEUBERGER & BERMAN GROWTH PORTFOLIO
Value at beginning of period                                                        $11.055    $11.796    $10.927    $10.000(2)
Value at end of period                                                              $14.359    $11.055    $11.796    $10.927
Increase (decrease) in value of accumulation unit(1)                                  29.89%     (6.28)%      7.95%      9.27%
Number of accumulation units outstanding at end of period                            35,941     21,935      7,403        477
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES
Value at beginning of period                                                        $12.595    $12.883    $ 9.539    $10.000(2)
Value at end of period                                                              $13.799    $12.595    $12.883    $ 9.539
Increase (decrease) in value of accumulation unit(1)                                   9.56%     (2.24)%     35.06%     (4.81)%
Number of accumulation units outstanding at end of period                            38,067     22,036      4,560        281
TCI GROWTH
Value at beginning of period                                                        $11.740    $12.046    $10.000(5)
Value at end of period                                                              $15.176    $11.740    $12.046
Increase (decrease) in value of accumulation unit(1)                                  29.27%     (2.54)%     20.46%
Number of accumulation units outstanding at end of period                            24,826     15,078      4,104
</TABLE>
    
 
   
(1) The  above figures are calculated  by subtracting the beginning Accumulation
    Unit value from the ending Accumulation  Unit value during a calendar  year,
    and dividing the result by the beginning Accumulation Unit value.
    
 
   
(2) The  initial Accumulation Unit value was  established at $10.000 on July 20,
    1992.
    
 
   
(3) The initial Accumulation Unit value was established at $10.000 on  September
    17,  1993,  the  date on  which  the  Portfolio became  available  under the
    Contract.
    
 
   
(4) The initial  Accumulation  Unit  value was  established  at  $10.000  during
    October 1994, when funds were first received in this option.
    
 
   
(5) The  initial Accumulation Unit value was  established at $10.000 on February
    1, 1993.
    
 
   
(6) Reflects less  than  a  full  year  of  performance  activity.  The  initial
    Accumulation  Unit value was established at $10.000 during August 1995, when
    the Fund became available under the Contract.
    
 
   
(7) Reflects less than  a full year  of performance activity.  Funds were  first
    available in this option during March 1995.
    
 
   
(8) Reflects  less  than  a  full  year  of  performance  activity.  The initial
    Accumulation Unit value was  established at $10.000  during July 1995,  when
    the Fund became available under the Contract.
    
 
- --------------------------------------------------------------------------------
                                AUV HISTORY - 3
<PAGE>
                                  THE COMPANY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    Aetna  Life Insurance and  Annuity Company (the "Company")  is the issuer of
the Contract, and  as such, it  is responsible for  providing the insurance  and
annuity  benefits  under the  Contract. The  Company is  a stock  life insurance
company organized under the insurance laws of the State of Connecticut in  1976.
Through  a merger, it succeeded  to the business of  Aetna Variable Annuity Life
Insurance Company  (formerly Participating  Annuity Life  Insurance Company,  an
Arkansas  life insurance company  organized in 1954). The  Company is engaged in
the business of issuing life  insurance policies and variable annuity  contracts
in  all states of  the United States. The  Company's principal executive offices
are located at 151 Farmington Avenue, Hartford, Connecticut 06156.
 
   
    The Company is a wholly owned subsidiary of Aetna Retirement Holdings, Inc.,
which is in turn  a wholly owned subsidiary  of Aetna Retirement Services,  Inc.
and an indirect wholly owned subsidiary of Aetna Life and Casualty Company.
    
 
                           VARIABLE ANNUITY ACCOUNT C
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Company established Variable Annuity Account C (the "Separate Account")
in 1976 as a segregated  asset account for the  purpose of funding its  variable
annuity contracts. The Separate Account is registered as a unit investment trust
under  the  Investment Company  Act  of 1940  (the  "1940 Act"),  and  meets the
definition of "separate account" under the federal securities laws. The Separate
Account is divided into  "subaccounts" which do not  invest directly in  stocks,
bonds  or other investments. Instead, each Subaccount buys and sells shares of a
corresponding Fund.
 
    Although the Company holds title to the assets of the Separate Account, such
assets are not  chargeable with liabilities  arising out of  any other  business
conducted  by the Company. Income,  gains or losses of  the Separate Account are
credited to or charged against the assets of the Separate Account without regard
to our  other  income,  gains  or losses.  All  obligations  arising  under  the
Contracts are our general corporate obligations.
 
                               INVESTMENT OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FUNDS
 
    Purchase  Payments may  be allocated  to one or  more of  the Subaccounts as
designated on  the enrollment  form.  In turn,  the  Subaccounts invest  in  the
corresponding Funds at net asset value.
 
    The  Contract Holder may decide to offer only a select number of Funds under
its Plan,  or it  may decide  to substitute  shares of  one Fund  for shares  of
another  Fund currently held by the  Separate Account. The availability of Funds
may be subject to regulatory authorization. In addition, the Company may add  or
withdraw  Funds, as permitted by applicable law.  Not all Funds may be available
in all jurisdictions, or under all Contracts, or under all Plans.
 
    The investment results  of the Funds  described below are  likely to  differ
significantly and there is no assurance that any of the Funds will achieve their
respective investment objectives. Except where otherwise noted, all of the Funds
are diversified, as defined in the 1940 Act.
 
- -AETNA  VARIABLE FUND  seeks to maximize  total return through  investments in a
 diversified portfolio of common stocks  and securities convertible into  common
 stock.(1)
 
- -AETNA  INCOME SHARES seeks to maximize total return, consistent with reasonable
 risk, through investments  in a diversified  portfolio consisting primarily  of
 debt securities.(1)
 
- -AETNA  VARIABLE ENCORE  FUND seeks to  provide high  current return, consistent
 with preservation of capital and liquidity, through investment in  high-quality
 money  market instruments.  An investment  in the  Fund is  neither insured nor
 guaranteed by the U.S. Government.(1)
 
- --------------------------------------------------------------------------------
                                       1
<PAGE>
- -AETNA INVESTMENT ADVISERS FUND, INC. is a managed fund which seeks to  maximize
 investment  return consistent with reasonable  safety of principal by investing
 in one  or  more  of  the  following asset  classes:  stocks,  bonds  and  cash
 equivalents  based on the Company's  judgment of which of  those sectors or mix
 thereof offers the best investment prospects.(1)
 
- -AETNA GENERATION  PORTFOLIOS, INC.--AETNA  ASCENT VARIABLE  PORTFOLIO seeks  to
 provide  capital appreciation by allocating  its investments among equities and
 fixed income securities. The Portfolio  is managed for investors who  generally
 have  an investment horizon  exceeding 15 years,  and who have  a high level of
 risk tolerance.(1)
 
- -AETNA GENERATION PORTFOLIOS, INC.--AETNA CROSSROADS VARIABLE PORTFOLIO seeks to
 provide total return (i.e., income and capital appreciation, both realized  and
 unrealized)  by  allocating its  investments  among equities  and  fixed income
 securities. The  Portfolio  is managed  for  investors who  generally  have  an
 investment  horizon exceeding 10  years and who  have a moderate  level of risk
 tolerance.(1)
 
- -AETNA GENERATION  PORTFOLIOS, INC.--AETNA  LEGACY VARIABLE  PORTFOLIO seeks  to
 provide  total return consistent with preservation of capital by allocating its
 investments among  equities  and  fixed income  securities.  The  Portfolio  is
 managed  for investors who generally have  an investment horizon exceeding five
 years and who have a low level of risk tolerance.(1)
 
   
- -ALGER AMERICAN FUND--ALGER  AMERICAN GROWTH PORTFOLIO  seeks long-term  capital
 appreciation  by  investing in  a  diversified, actively  managed  portfolio of
 equity securities.  The Portfolio  primarily invests  in equity  securities  of
 companies which have a market capitalization of $1 billion or greater.(2)
    
 
   
- -ALGER  AMERICAN  FUND--ALGER  AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  seeks
 long-term capital appreciation. Except during temporary defensive periods,  the
 Portfolio  invests at  least 65%  of its total  assets in  equity securities of
 companies that, at the time of  purchase of such securities, have total  market
 capitalization  within  the range  of companies  included  in the  Russell 2000
 Growth Index, updated quarterly. The Russell  2000 Growth Index is designed  to
 track the performance of small capitalization companies. At March 31, 1996, the
 range  of  market capitalization  of these  companies was  $20 million  to $3.0
 billion.(2)
    
 
- -CALVERT RESPONSIBLY INVESTED BALANCED  PORTFOLIO is a NONDIVERSIFIED  portfolio
 that  seeks growth  of capital  through investment  in enterprises  that make a
 significant contribution to  society through  their products  and services  and
 through the way they do business.(3)
 
   
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND II--CONTRAFUND PORTFOLIO
 seeks  maximum total return  over the long  term by investing  mainly in equity
 securities of companies that are undervalued or out-of-favor.(4)
    
 
- -FIDELITY INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--EQUITY-INCOME PORTFOLIO
 seeks reasonable  income  by  investing primarily  in  income-producing  equity
 securities. In selecting investments, the Fund also considers the potential for
 capital appreciation.(4)
 
- -FIDELITY  INVESTMENTS' VARIABLE INSURANCE PRODUCTS FUND--GROWTH PORTFOLIO seeks
 capital appreciation  by  investing  mainly  in  common  stocks,  although  its
 investments are not restricted to any one type of security.(4)
 
- -FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUND--OVERSEAS PORTFOLIO seeks
 long-term growth by investing mainly in foreign securities (at least 65% of the
 Fund's  total assets  in securities  of issuers  from at  least three countries
 outside of North America).(4)
 
- -FRANKLIN GOVERNMENT  SECURITIES  TRUST  seeks  income  through  investments  in
 obligations  of  the  U.S.  Government or  its  agencies  or instrumentalities,
 primarily GNMA obligations.(5)
 
   
- -JANUS ASPEN SERIES--AGGRESSIVE GROWTH  PORTFOLIO is a NONDIVERSIFIED  portfolio
 that  seeks  long-term  growth  of  capital in  a  manner  consistent  with the
 preservation of  capital. The  Portfolio pursues  its investment  objective  by
 normally  investing at least 50%  of its equity assets  in securities issued by
 medium-sized  companies.  Medium-sized   companies  are   those  whose   market
 capitalizations  fall within  the range of  companies in  the S &  P Midcap 400
 Index, which as of  December 29, 1995  included companies with  capitalizations
 between  approximately $118 million and $7.5  billion, but which is expected to
 change on a regular basis.(6)
    
 
- -JANUS  ASPEN  SERIES--BALANCED  PORTFOLIO   seeks  long-term  capital   growth,
 consistent  with preservation  of capital and  balanced by  current income. The
 Portfolio   pursues   its   investment    objective   by   investing    40%-60%
 
- --------------------------------------------------------------------------------
                                       2
<PAGE>
   
 of  its  assets  in  equity  securities  selected  primarily  for  their growth
 potential and  40%-60%  of  its  assets  in  fixed-income  securities  selected
 primarily for their income potential.(6)
    
 
   
- -JANUS  ASPEN SERIES--FLEXIBLE  INCOME PORTFOLIO  seeks to  obtain maximum total
 return, consistent with preservation  of capital. Total  return is expected  to
 result  from  a combination  of current  income  and capital  appreciation. The
 Portfolio invests in  all types  of income  producing securities  and may  have
 substantial  holdings of  debt securities  rated below  investment grade (e.g.,
 junk bonds).(6)
    
 
- -JANUS ASPEN SERIES--GROWTH  PORTFOLIO seeks  long-term growth of  capital in  a
 manner  consistent with the preservation of  capital. The Portfolio pursues its
 investment objective by investing in common stocks of companies of any size.(6)
 
   
- -JANUS ASPEN SERIES--SHORT-TERM BOND PORTFOLIO seeks as high a level of  current
 income as is consistent with preservation of capital. The Portfolio pursues its
 investment  objective  by  investing primarily  in  short-and intermediate-term
 fixed income securities.(6)
    
 
   
- -JANUS ASPEN  SERIES--WORLDWIDE  GROWTH  PORTFOLIO  seeks  long-term  growth  of
 capital  in a  manner consistent  with preservation  of capital.  The Portfolio
 pursues its investment objective primarily through investments in common stocks
 of foreign and domestic issuers.(6)
    
 
- -LEXINGTON NATURAL  RESOURCES TRUST  is a  NONDIVERSIFIED portfolio  that  seeks
 long-term  growth of capital  through investment primarily  in common stocks of
 companies which own or develop natural resources and other basic commodities or
 supply goods and services to such companies.(7)
 
- -NEUBERGER & BERMAN ADVISERS MANAGEMENT  TRUST-- GROWTH PORTFOLIO seeks  capital
 appreciation  without regard  to income.  The Portfolio  pursues its investment
 objective by  investing  in common  stocks,  often  of companies  that  may  be
 temporarily out of favor in the market.(8)
 
   
- -SCUDDER  VARIABLE LIFE INVESTMENT FUND-- INTERNATIONAL PORTFOLIO CLASS A SHARES
 seeks long-term growth  of capital  primarily through  diversified holdings  of
 marketable foreign equity investments.(9)
    
 
- -TCI  PORTFOLIOS,  INC.--TCI GROWTH  (A  TWENTIETH CENTURY  FUND)  seeks capital
 growth. The Fund seeks to achieve  its objective by investing in common  stocks
 (including securities convertible into common stocks) and other securities that
 meet  certain  fundamental and  technical standards  of  selection and,  in the
 opinion of the Fund's  investment manager, have  better than average  potential
 for appreciation.(10)
 
Investment Advisers for each of the Funds:
 (1) Aetna Life Insurance and Annuity Company
 (2) Fred Alger Management, Inc.
 (3) Calvert Asset Management Company, Inc.
 (4) Fidelity Management & Research Company
 (5) Franklin Advisers, Inc.
 (6) Janus Capital Corporation
 (7) Lexington Management Corporation (adviser); Market Systems Research
     Advisors, Inc. (subadviser)
 (8) Neuberger & Berman Management Incorporated
 (9) Scudder, Stevens & Clark, Inc.
(10) Investors Research Corporation
 
    RISKS  ASSOCIATED WITH INVESTMENT  IN THE FUNDS.  Some of the  Funds may use
instruments known as derivatives as part of their investment strategies. The use
of certain derivatives may involve  high risk of volatility  to a Fund, and  the
use  of leverage in connection  with such derivatives can  also increase risk of
losses. Some of the Funds may also invest in foreign or international securities
which involve greater risks than U.S. investments.
 
    More comprehensive information, including  a discussion of potential  risks,
is  found in the  respective Fund prospectuses  which accompany this Prospectus.
You should  read  the  Fund  prospectuses  and  consider  carefully,  and  on  a
continuing  basis, which  Fund or  combination of Funds  is best  suited to your
long-term investment objectives.
 
    CONFLICTS OF INTEREST (MIXED  AND SHARED FUNDING). Shares  of the Funds  are
sold  to  each of  the Subaccounts  for funding  the variable  annuity contracts
issued by the Company. Shares of the  Funds may also be sold to other  insurance
companies  for the same purpose. This is referred to as "shared funding." Shares
of the Funds  may also  be used for  funding variable  life insurance  contracts
issued  or sponsored by the Company or by  third parties. This is referred to as
"mixed funding."
 
    Because the Funds  available under the  Contract are sold  to fund  variable
annuity  contracts and variable life insurance policies issued by us or by other
companies, certain conflicts of interest could arise. If a conflict of  interest
were  to occur, one of the separate  accounts might withdraw its investment in a
Fund,  which   might  force   that  Fund   to  sell   portfolio  securities   at
disadvantageous  prices, causing  its per share  value to  decrease. Each Fund's
Board  of   Directors   or   Trustees   has  agreed   to   monitor   events   in
 
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                                       3
<PAGE>
order to identify any material irreconcilable conflicts which might arise and to
determine what action, if any, should be taken to address such conflict.
 
CREDITED INTEREST OPTIONS
 
    Purchase  Payments may be allocated to one  or more of the Credited Interest
Options available under the Contract as described below. The Contract Holder may
elect not to offer all Credited Interest Options under its Plan.
 
- - The Guaranteed  Accumulation  Account  (GAA) is  a  credited  interest  option
  through  which we guarantee stipulated rates of interest for stated periods of
  time. Amounts must remain in the GAA  for the full guaranteed term to  receive
  the quoted interest rates, or a market value adjustment (which may be positive
  or negative) will be applied. (See Appendix I.)
 
- - The  Fixed  Plus  Account is  a  part  of the  Company's  general  account and
  guarantees a minimum interest rate, as specified in the Contract. The  Company
  may  credit higher interest rates in its discretion. Withdrawals and transfers
  from the Fixed Plus Account are limited. (See Appendix II.)
 
                                    PURCHASE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
CONTRACT AVAILABILITY
 
    The Contracts  are designed  to fund  Plans adopted  by state  or  municipal
institutions  of  higher education  for their  employees. The  Plans may  be (1)
tax-deferred annuity  programs under  Section  403(b) of  the Code,  and/or  (2)
qualified  defined contribution  plans under  Section 401(a)  and 414(h)  of the
Code.
 
    Eligible participants in the Plan seeking to invest and accumulate money for
retirement can  purchase  individual interests  in  group Contracts.  The  group
Contract  is  generally  owned  by the  employer,  and  individual  accounts are
established for  each  Participant. For  each  Contract, one  or  more  Employee
Accounts  will  be established  for contributions  derived from  employee salary
reduction, and an Employer Account may be established for contributions made  by
the employer on the employee's behalf.
 
PURCHASING INTERESTS IN THE CONTRACT
 
    Eligible  organizations may acquire both types  (403(b) and 401(a)) of group
Contracts for  its Plans(s)  by submitting  the appropriate  master  application
form(s)  to the Company.  Once we approve  the application, a  group Contract is
generally issued to the employer as the group Contract Holder. Participants  may
purchase  interests in a group Contract by  submitting an enrollment form to the
Company.
 
   
    The Company must accept  or reject the enrollment  form within two  business
days  of receipt.  If the enrollment  materials are incomplete,  the Company may
hold any  forms  and accompanying  Purchase  Payments for  five  days.  Purchase
Payments  may  be  held  for  longer  periods  only  with  the  consent  of  the
Participant, or under limited  circumstances, with the  consent of the  Contract
Holder pending acceptance of the form. If we agree to hold Purchase Payments for
longer  than the five business days based on the consent of the Contract Holder,
the Purchase  Payments will  be  deposited in  the  Aetna Variable  Encore  Fund
Subaccount until the forms are completed.
    
 
    Purchase Payments will initially be allocated to the Subaccounts or Credited
Interest Options as specified by the Participant on the enrollment form. Changes
in  such allocation may be made in writing or by telephone transfer. Allocations
must be in  whole percentages, and  there may  be limitations on  the number  of
investment  options that  can be selected  during the  Accumulation Period. (See
"Transfers.") The Code imposes a maximum limit on annual Purchase Payments which
may be excluded from a Participant's gross income. (See "Tax Status.")
 
RIGHTS UNDER THE CONTRACT
 
    You have a nonforfeitable right to  the value of your Employee Account.  You
have  a nonforfeitable right to the value of your Employer Account to the extent
of your vested percentage under the Plan as interpreted by the Contract  Holder.
You  may  select  the investment  options  for  your Employer  Account  and your
Employee Account.  You may  elect  an Annuity  option  for your  Account  Value;
however,  for your  Employer and certain  Employee Accounts (as  provided in the
Plan), the Contract Holder must certify that you are eligible for a distribution
and that the form of Annuity is permitted under the terms of the Plan.
 
RIGHT TO CANCEL
 
    The Contract or  participation under  the Contract may  be canceled  without
penalty  by returning  it (or  other document  evidencing your  interest) to the
Company with a written notice of intent to cancel. In most states, you have  ten
days to exercise this right; some states allow you a
 
- --------------------------------------------------------------------------------
                                       4
<PAGE>
longer  free-look period. When we receive  the request for cancellation, we will
return the Account Value, unless the laws of the state in which the Contract was
issued require that we return the initial Purchase Payment (if greater than  the
Account Value). In states that do not require a return of Purchase Payments, the
purchaser  bears  the entire  investment risk  for  amounts allocated  among the
Subaccounts during the free look period. Account Values will be determined as of
the Valuation Date on which we receive the request for cancellation at our  Home
Office.
 
                             CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DAILY DEDUCTIONS FROM THE SEPARATE ACCOUNT
 
    MORTALITY AND EXPENSE RISK CHARGE.  The Company makes a daily deduction from
each of the Subaccounts for the mortality and expense risk charge. The charge is
equal,  on an annual basis, to 1.25% of  the daily net assets of the Subaccounts
and compensates the  Company for  the assumption  of the  mortality and  expense
risks  under the Contract. The mortality risks are those assumed for our promise
to make lifetime payments according to annuity rates specified in the  Contract.
The  expense risk is the risk that  the actual expenses for costs incurred under
the Contract  will  exceed the  maximum  costs that  can  be charged  under  the
Contract.
 
    If  the amount deducted for mortality and expense risks is not sufficient to
cover the  mortality costs  and expense  shortfalls, the  loss is  borne by  the
Company.  If the deduction  is more than  sufficient, the excess  may be used to
recover distribution  expenses relating  to the  Contracts and  as a  source  of
profit  to the Company. The Company expects  to make a profit from the mortality
and expense risk charge.
 
    ASSET-BASED SALES CHARGE.   There are no  deductions from Purchase  Payments
for  sales commissions or  related expenses. Sales  commissions and expenses are
advanced by the Company and recovered out of an asset-based sales charge that is
deducted from the Account in an amount that equals 0.15% on an annual basis. The
deduction is made from amounts held  in the Subaccounts during the  Accumulation
Period only. We will monitor each Account to ensure that the total sales charges
will  never exceed  8.5% of  the total  Purchase Payments  actually made  to the
Account.
 
    If  the  asset-based  sales  charges  are  insufficient  to  recover   sales
commissions,  such commissions would  be recovered out  of the Company's profits
from investment activities,  including the  mortality and  expense risk  charges
under  the Contract. For sales  commissions paid in connection  with the sale of
the Contracts, see "Distribution."
 
    ADMINISTRATIVE EXPENSE CHARGE.   The Company  reserves the right  to make  a
deduction from each of the Subaccounts for an administrative expense charge. The
administrative   expense  charge  compensates  the  Company  for  administrative
expenses that  exceed revenues  from the  maintenance fee  described below.  The
charge  is set at a level which does not exceed the average expected cost of the
administrative services  to be  provided while  the Contract  is in  force.  The
Company does not expect to make a profit from this charge.
 
    Under  the Contract, the amount of  the administrative expense charge may be
of an amount equal, on an annual basis,  to a maximum of 0.25% of the daily  net
assets  of the Subaccounts. There is  currently no administrative expense charge
during the Accumulation  Period or  Annuity Period.  Once an  Annuity Option  is
elected,  the charge will be established and will be effective during the entire
Annuity Period.
 
FUND EXPENSES
 
    Each Fund incurs  certain expenses  which are paid  out of  its net  assets.
These   expenses  include,  among  other  things,  the  investment  advisory  or
"management" fee. The expenses of  the Funds are set forth  in the Fee Table  in
this Prospectus and described more fully in the accompanying Fund prospectuses.
 
PREMIUM AND OTHER TAXES
 
    Several  states and municipalities impose a  premium tax on Annuities. These
taxes currently range from 0%  to 4%. The Company  reserves the right to  deduct
premium  tax against  Purchase Payments or  Account Values, but  no earlier than
when we have a tax liability under state law. The Company's current practice  is
to deduct for premium taxes at the time of complete withdrawal or annuitization.
In  addition to  the premium  tax, the  Company reserves  the right  to assess a
charge for any state or federal taxes  due against the Contract or the  Separate
Account assets. (See "Tax Status.")
 
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                                       5
<PAGE>
                               CONTRACT VALUATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ACCOUNT VALUE
 
    Until  the Annuity  Date, the  Account Value  is the  total dollar  value of
amounts held in your Account as of any Valuation Date. The Account Value at  any
given  time is based on the value of the units held in each Subaccount, plus the
value of amounts held in any of the Credited Interest Options.
 
ACCUMULATION UNITS
 
   
    The value of your interests  in a Subaccount is  expressed as the number  of
"Accumulation  Units" that you  hold multiplied by  an "Accumulation Unit Value"
(or "AUV")  for each  unit.  The AUV  on any  Valuation  Date is  determined  by
multiplying  the value  on the immediately  preceding Valuation Date  by the net
investment factor  of that  Subaccount for  the period  between the  immediately
preceding  Valuation Date and  the current Valuation  Date. (See "Net Investment
Factor" below.) The Accumulation Unit Value  will be affected by the  investment
performance, expenses and charges of the applicable Fund and is reduced each day
by  a percentage that accounts for the daily assessment of mortality and expense
risk charges, the asset-based sales charge and the administrative expense charge
(if any).
    
 
    Initial Purchase  Payments will  be credited  to your  Account as  described
under  "Purchasing Interests in the  Contract." Each subsequent Purchase Payment
(or amount transferred) will be credited to your Account at the AUV computed  on
the  next  Valuation Date  following  our receipt  of  your payment  or transfer
request. The value of an Accumulation Unit may increase or decrease.
 
NET INVESTMENT FACTOR
 
    The net investment factor is used to measure the investment performance of a
Subaccount from one Valuation Date to the next. The net investment factor for  a
Subaccount  for any valuation period is equal to  the sum of 1.0000 plus the net
investment rate. The net investment rate equals:
 
(a) the net assets of the Fund held  by the Subaccount on the current  Valuation
    Date, minus
(b) the net assets of the Fund held by the Subaccount on the preceding Valuation
    Date, plus or minus
   
(c) taxes  or provisions for taxes, if any, attributable to the operation of the
    Subaccount;
    
   
(d) divided by  the total  value of  the Subaccount's  Accumulation and  Annuity
    Units on the preceding Valuation Date;
    
   
(e) minus a daily charge at the annual effective rate of 1.25% for mortality and
    expense  risks, 0.15% for asset-based sales charges (during the Accumulation
    Period only), and up to 0.25% as an administrative expense charge (currently
    0%).
    
 
    The gross investment rate may be either positive or negative.
 
                                   TRANSFERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    At any time prior to the Annuity  Date, you can transfer amounts held  under
your  Account from  one Subaccount  to another.  Transfers between  the Credited
Interest Options and the Subaccounts  are subject to certain restrictions.  (See
Appendices I and II.) A request for transfer can be made either in writing or by
telephone.  The  telephone  transfer privilege  is  available  automatically; no
special election is  necessary. All  transfers must  be in  accordance with  the
terms of the Contract and your Plan, as applicable.
 
   
    The  Company currently allows unlimited  transfers of accumulated amounts to
available investment  options  without  charge. However,  the  total  number  of
investment  options that  you may select  during the Accumulation  Period may be
limited, as set forth  on your enrollment form.  The minimum transfer amount  is
$500.  Any transfer will be based on the Accumulation Unit Value next determined
after the  Company  receives  a  valid transfer  request  at  its  Home  Office.
Transfers  are currently not available during  the Annuity Period; however, they
may be  available under  some  Annuity Options  beginning  later in  1996.  (See
"Annuity Period-- Annuity Options.")
    
 
DOLLAR COST AVERAGING PROGRAM
 
    You  may establish  automated transfers  of Account  Values on  a monthly or
quarterly basis through the Company's Dollar Cost Averaging Program. Dollar Cost
Averaging is a system for investing a fixed amount of
 
- --------------------------------------------------------------------------------
                                       6
<PAGE>
   
money at regular intervals over a period of time. Dollar Cost Averaging does not
ensure a profit  nor guarantee against  loss in a  declining market. You  should
consider  your financial  ability to continue  purchases through  periods of low
price levels. Please refer to the "Inquiries"
    
 
section of the  Prospectus Summary which  describes how you  can obtain  further
information.
 
                                  WITHDRAWALS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    All  or a portion of  the Account Value may be  withdrawn at any time during
the Accumulation Period,  subject to the  withdrawal restrictions under  Section
403(b) Contracts described below, and subject to limitations on withdrawals from
the  Fixed  Plus Account.  The  Contract may  require  that the  Contract Holder
certify in writing  that you  are eligible  both as to  the timing  and form  of
distribution. To request a withdrawal, you must properly complete a disbursement
form  and send it to  our Home Office. Payments  for withdrawal requests will be
made in accordance  with SEC  requirements, but  normally not  later than  seven
calendar  days following our receipt of  a disbursement form. Withdrawals may be
requested in one of the following forms:
 
- -FULL WITHDRAWAL OF AN ACCOUNT:  The amount paid for  a full withdrawal will  be
 the  Account Value allocated to the Subaccounts and the Guaranteed Accumulation
 Account (plus or minus  a market value adjustment)  (see Appendix I), plus  the
 amount available for withdrawal from the Fixed Plus Account (see Appendix II).
 
- -PARTIAL  WITHDRAWALS (Percentage or  Specified Dollar Amount):  The amount paid
 will be the  percentage of the  Account Value or  the dollar amount  requested;
 however,  the amount  available for withdrawal  from the Fixed  Plus Account is
 limited (see Appendix II).
 
   
    For any partial withdrawal, amounts  will be withdrawn proportionately  from
each  Subaccount or Credited  Interest Option in which  the Account is invested,
unless you  request otherwise  in writing.  All amounts  paid will  be based  on
Account  Values as  of the next  Valuation Date  after we receive  a request for
withdrawal at our Home Office,  or on such later  date as the disbursement  form
may specify. A 20% federal income tax may be withheld from amounts paid directly
to you. (See "Tax Status-- Contracts Used with Certain Retirement Plans.")
    
 
    WITHDRAWAL RESTRICTIONS FROM 403(B) PLANS. Under Section 403(b) Contracts, a
withdrawal  of salary reduction contributions and earnings on such contributions
is generally  prohibited prior  to  your death,  disability, attainment  of  age
59 1/2, separation from service or financial hardship. (See "Tax Status.")
 
REINVESTMENT PRIVILEGE
 
    You  may elect to reinvest all or a  portion of the proceeds received from a
full withdrawal of your  Account within 30 days  after such withdrawal has  been
made.  Accumulation  Units  will  be  credited to  the  Account  for  the amount
reinvested. Reinvested amounts will be reallocated to the applicable  investment
options in the same proportion as they were allocated at the time of withdrawal.
Accumulation  Units will be  credited to your Account  based on the Accumulation
Unit Value next computed  following our receipt of  your request along with  the
amount  to be reinvested. The reinvestment privilege  may be used only once. See
Appendix I for a discussion of  amounts withdrawn from GAA and then  reinvested.
If  you  are  contemplating  reinvestment,  you  should  seek  competent  advice
regarding the tax consequences associated with such a transaction.
 
                                 CONTRACT LOANS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    If allowed by the Plan, Participants  may request a loan from their  Account
Value  during the Accumulation Period. Loans can only be made from those Account
Values held in  the Subaccounts  or from  those Credited  Interest Options  that
allow  loans. (See Appendices I and II.) A loan may be obtained by reviewing and
reading the terms  of your loan  agreement, properly completing  a loan  request
form and submitting it to the Company's Home Office.
 
- --------------------------------------------------------------------------------
                                       7
<PAGE>
                         ADDITIONAL WITHDRAWAL OPTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The  Company offers certain  withdrawal options under  the Contract that are
not considered annuity  options ("Additional Withdrawal  Options"). To  exercise
these  options, your Account Value must meet  the minimum dollar amounts and age
criteria applicable  to  that option.  In  addition, for  Employer  and  certain
Employee  Accounts, the Contract Holder  must provide written certification that
the distribution is  in accordance with  the terms of  the Plan. The  Additional
Withdrawal Options currently available under the Contract include the following:
 
- -SWO--SYSTEMATIC  WITHDRAWAL OPTION. SWO is a series of partial withdrawals from
 your Account based on a payment method you select. It is designed for those who
 want a  periodic  income while  retaining  investment flexibility  for  amounts
 accumulated  under a Contract. (This  option may not be  elected if you have an
 outstanding contract loan.)
 
- -ECO--ESTATE CONSERVATION OPTION. ECO offers the same investment flexibility  as
 SWO but is designed for those who want to receive only the minimum distribution
 that the Code requires each year. Under ECO, the Company calculates the minimum
 distribution  amount required by law at age 70 1/2 or retirement, if later, for
 governmental plans, and pays you that amount once a year. (See "Tax Status.")
 
    Other Additional  Withdrawal  Options  may  be  added  from  time  to  time.
Additional  information relating to any of the Additional Withdrawal Options may
be obtained  from your  local representative  or from  the Company  at its  Home
Office.
 
    If  you select one of the Additional Withdrawal Options, you will retain all
of  the  rights  and  flexibility  permitted  under  the  Contract  during   the
Accumulation  Period.  Your Account  Value will  continue to  be subject  to the
charges and deductions described in this Prospectus.
 
   
    Once you elect an Additional Withdrawal  Option, you may revoke it any  time
by  submitting a written request to our  Home Office. Once an option is revoked,
it may not be elected again, nor  may any other Additional Withdrawal Option  be
elected  unless  permitted  by  the  Code. The  Company  reserves  the  right to
discontinue the  availability  of one  or  all of  these  Additional  Withdrawal
Options at any time, and/or to change the terms of future elections.
    
 
                    DEATH BENEFIT DURING ACCUMULATION PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
    The   Contract   provides  that   a  death   benefit   is  payable   to  the
Beneficiary(ies) upon the death of the Participant before the Annuity Date. If a
lump-sum distribution or an Annuity Option  is elected within six months of  the
Participant's  death, a guaranteed death benefit  is provided. For each Account,
the death benefit is guaranteed to be the greater of:
 
(a) the Account Value, plus any positive aggregate Market Value Adjustment (MVA)
    that applies to  amounts allocated  to the  Guaranteed Accumulation  Account
    (GAA),  on the day the death notice  and request for payment are received in
    good order at our Home Office; or
 
(b) the sum of the net Purchase  Payments made to each Account, minus the  total
    of  all withdrawals or  annuitizations made from the  Account and any amount
    allocated to the Loan Account.
 
    If a full or partial withdrawal is made within six months after your  death,
the Beneficiary will receive the Account Value, plus any positive MVA that would
apply to any portion of the Account allocated to GAA. If a lump-sum distribution
is elected six months or more after your death, the Beneficiary will receive the
Account  Value, plus  or minus any  MVA that would  apply to any  portion of the
Account allocated to  GAA. The  value of  the Account  is determined  as of  the
Valuation  Date  on which  proof of  death acceptable  to us  and a  request for
payment are received at our Home Office.
 
    Death benefit proceeds may be paid to the Beneficiary:
 
- - in a lump sum; or
 
- - in accordance with any of the Annuity Options available under the Contract.
 
- --------------------------------------------------------------------------------
                                       8
<PAGE>
    The Beneficiary may instead elect one of the following two options; however,
the Code limits how long the death benefit proceeds may be left in these options
(see below):
 
- - to leave the Account Value invested in the Contract; or
 
- - to leave the Account Value on deposit in the Company's general account, and to
  receive monthly, quarterly,  semi-annual or  annual interest  payments at  the
  interest rate then being credited on such deposits. The balance on deposit can
  be withdrawn at any time or applied to an Annuity Option.
 
    When  paying the  Beneficiary, we  will determine  the Account  Value on the
Valuation Date following the date on which we receive proof of death  acceptable
to  the Company. Interest, if any, will be paid from the date of death at a rate
no less than required  by law. We  will mail payment  to the Beneficiary  within
seven days after we receive proof of death and request for payment.
 
    The Code requires that distribution of death proceeds begin within a certain
period of time. Generally, either payments must begin by December 31 of the year
following  the year of your death, or the  entire value of your benefits must be
distributed by December 31 of the fifth  year following the year of your  death.
If  your  Beneficiary  is  your spouse,  he  or  she is  not  required  to begin
distributions until the year you would have attained age 70 1/2. In no event may
payments extend  beyond the  life of  the Beneficiary  or any  specified  period
greater  than the  Beneficiary's life expectancy.  If no elections  are made, no
distributions will be made. Failure  to commence distributions within the  above
time  periods can result in tax penalties.  Regardless of the method of payment,
death benefit proceeds will  generally be taxed to  the Beneficiary in the  same
manner as if you had received those payments. (See "Tax Status.")
 
                                 ANNUITY PERIOD
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
ANNUITY PERIOD ELECTIONS
 
    The Code generally requires that minimum annual distributions of the Account
Value  must begin by April 1st of  the calendar year following the calendar year
in  which  a  Participant  attains  age  70  1/2  (or  retires,  if  later,  for
governmental  plans). In  addition, distributions must  be in a  form and amount
sufficient to satisfy the Code requirements. These requirements may be satisfied
by the election  of certain  Annuity Options or  Additional Withdrawal  Options.
(See "Tax Status.")
 
    At least 30 days prior to the Annuity Date, you must notify us in writing of
the following:
 
- - the date on which you would like to start receiving annuity payments;
 
- - the  Annuity Option under  which you want  your payments to  be calculated and
  paid;
 
- - whether the  payments are  to  be made  monthly, quarterly,  semi-annually  or
  annually; and
 
- - the  investment  option(s) used  to provide  annuity  payments (i.e.,  a fixed
  annuity using the general account or  any of the Subaccounts available at  the
  time  of annuitization).  As of  the date  of this  Prospectus, Aetna Variable
  Fund, Aetna Income  Shares and Aetna  Investment Advisers Fund,  Inc. are  the
  only  Subaccounts available; however, additional  Subaccounts may be available
  under some Annuity Options in the future. (See "Annuity Options" below.)
 
   
    For the Employer  and certain  Employee Accounts, the  Contract Holder  must
provide  written certification that  the distribution is  in accordance with the
terms of the Plan. (See "Rights Under the Contract.")
    
 
    Annuity Payments will not begin until you have selected an Annuity Date  and
an Annuity Option. Until a date and option are elected the Account will continue
in  the Accumulation  Period. If your  Plan is  subject to ERISA,  you must also
submit the appropriate  joint and  survivor annuity waiver  and spousal  consent
form(s) to us. Until a date and option are elected, the Account will continue in
the Accumulation Period. Once annuity payments begin, the Annuity Option may not
be  changed, nor may transfers currently  be made among the investment option(s)
selected. (See  "Annuity Options"  below for  more information  about  transfers
during the Annuity Period.)
 
ANNUITY OPTIONS
 
    You may choose one of the following Annuity Options:
 
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                                       9
<PAGE>
LIFETIME ANNUITY OPTIONS:
 
- -OPTION  1--Life Annuity--An annuity  with payments ending  on the Participant's
 death.
 
- -OPTION 2--Life  Annuity with  Guaranteed Payments--  An annuity  with  payments
 guaranteed  for 5, 10, 15 or 20 years, or such other periods as the Company may
 offer at the time of annuitization.
 
- -OPTION 3--Life Income based  Upon Lives of Two  Annuitants--An annuity will  be
 paid  during the  lives of  the Annuitant  and a  second Annuitant,  with 100%,
 66 2/3% or 50% of the payment to continue after the first death, or 100% of the
 payment to continue at the death of the second Annuitant and 50% of the payment
 to continue at the death of the Annuitant.
 
- -OPTION 4--Life  Income based  Upon the  Lives of  Two Payees--An  annuity  with
 Payments  for a  minimum of 120  months, with  100% of the  payment to continue
 after the first death.
 
    If Option 1 or 3  is elected, it is possible  that only one Annuity  Payment
will  be made if the Annuitant under  Option 1, or the surviving Annuitant under
Option 3, should die prior to the  due date of the second Annuity Payment.  Once
lifetime  Annuity  payments begin,  the Participant  cannot  elect to  receive a
lump-sum settlement.
 
NONLIFETIME ANNUITY OPTIONS:
 
- -OPTION 1--Payments  for  a  Specified  Period--payments  will  continue  for  a
 specified  period  of time,  as provided  for under  your Contract.  Under some
 Contracts, for amounts held in the Fixed Plus Account, the annuity must be paid
 on a fixed basis.  (See Appendix II-- "Transfers  Among Investment Options"  to
 determine if this applies to your Contract.)
 
    If  a nonlifetime option is  elected on a variable  basis, the Annuitant may
request at any time during the payment period that the present value of all or a
portion of the remaining variable payments  be paid in one sum. The  nonlifetime
option  is not available on a variable basis under a Contract which provides for
immediate Annuity benefits.
 
   
    We may also offer additional Annuity  Options under your Contract from  time
to  time. The Company  expects to offer additional  Annuity Options and enhanced
versions of the  Annuity Options listed  above at some  time during 1996.  These
additional  Annuity Options and  enhanced versions of  the existing options will
have  additional  Subaccounts  available   and  will  allow  transfers   between
Subaccounts  during  the Annuity  Period.  (Additional Subaccounts  and transfer
capability are expected  during the  second half  of 1996.)  Such additional  or
enhanced options will be made available by an endorsement to the Contract, which
will  include the guaranteed annuity payout  rates and other terms applicable to
such options. (Depending on which guaranteed payout rates apply to the  existing
options,  the guaranteed payout rates  for the new and  enhanced options will be
the same or lower.) Please refer to  the Contract, or call the number listed  in
the  "Inquiries" section of  the Prospectus Summary,  to determine which options
are available and  the terms  of such  options. It  is not  expected that  these
additional  or enhanced options will be made available to those who have already
commenced receiving Annuity Payments.
    
 
DURATION OF ANNUITY PAYMENTS
 
    Annuity payments may not extend beyond (a) the life of the Participant,  (b)
the  joint  lives of  the Participant  and Beneficiary,  (c) a  specified period
greater than the Participant's life expectancy, or (d) a period certain  greater
than the joint life expectancies of the Participant and Beneficiary.
 
    AMOUNT  OF EACH ANNUITY PAYMENT.  The  amount of each payment depends on how
you allocate your Account Value between fixed and variable payouts. No  election
may  be made that would result in the first Annuity payment of less than $20, or
total yearly Annuity payments of  less than $100. If  your Account Value on  the
Annuity  Date  is  insufficient  to  elect  an  option  for  the  minimum amount
specified, a lump-sum payment must be elected.
 
    If Annuity  Payments are  to be  made on  a variable  basis, the  first  and
subsequent  payments  will vary  depending on  the  assumed net  investment rate
selected (3 1/2% or 5% per annum). Selection of a 5% rate causes a higher  first
payment,  but Annuity Payments will increase  thereafter only to the extent that
the net investment  rate exceeds  5% on  an annualized  basis. Annuity  Payments
would decline if the rate were below 5%. Use of the 3 1/2% assumed rate causes a
lower  first payment,  but subsequent  payments would  increase more  rapidly or
decline more  slowly as  changes occur  in  the net  investment rate.  (See  the
Statement  of Additional  Information for  further discussion  on the  impact of
selecting an assumed net investment rate.)
 
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                                       10
<PAGE>
CHARGES DEDUCTED DURING THE ANNUITY PERIOD
 
    We make  a daily  deduction for  mortality and  expense risks  and from  any
amounts  held on a variable basis. Therefore, electing the nonlifetime option on
a variable basis will result in a deduction being made even though we assume  no
mortality  risk. We may  also deduct a daily  administrative charge from amounts
held under the variable options. (See "Charges and Deductions.")
 
DEATH BENEFIT PAYABLE DURING THE
ANNUITY PERIOD
 
    If a Participant dies after Annuity  Payments have begun, any death  benefit
payable  will  depend  on the  terms  of  the Contract  and  the  Annuity Option
selected. If Option 1 or  Option 3 was elected,  Annuity Payments will cease  on
the  death  of the  Participant under  Option 1  or the  death of  the surviving
Annuitant under Option 3.
 
    If Lifetime  Option  2  or  Option  4 was  elected  and  the  death  of  the
Participant  under Option 2,  or the surviving Annuitant  under Option 4, occurs
prior to the end of  the guaranteed minimum payment period,  we will pay to  the
beneficiary  in a lump sum, unless otherwise requested, the present value of the
guaranteed annuity payments remaining.
 
    If the nonlifetime  option was elected,  and the Annuitant  dies before  all
payments are made, the value of any remaining payments may be paid in a lump-sum
to the Beneficiary (unless otherwise requested).
 
    If  the Participant dies after Annuity payments have begun and if there is a
death benefit payable under the Annuity option elected, the remaining value must
be distributed to  the Beneficiary  at least as  rapidly as  under the  original
method of distribution.
 
    Any  lump-sum  payment paid  under  the applicable  lifetime  or nonlifetime
Annuity options will be made within  seven calendar days after acceptable  proof
of  death, and a request for payment are  received at our Home Office. The value
of any death benefit proceeds will be  determined as of the next Valuation  Date
after  we receive  acceptable proof  of death and  a request  for payment. Under
Options 2 and 4, such value will be reduced by any payments made after the  date
of death.
 
                                   TAX STATUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
INTRODUCTION
 
    The  following  provides a  general discussion  and is  not intended  as tax
advice. This discussion reflects the Company's understanding of current  federal
income  tax law. Such laws may change in the future, and it is possible that any
change could be retroactive (i.e., effective  prior to the date of the  change).
The  Company makes no guarantee  regarding the tax treatment  of any contract or
transaction involving a Contract. The ultimate effect of federal income taxes on
the amounts held  under a  Contract, on Annuity  payments, and  on the  economic
benefit  to the Contract Holder, Participant  or Beneficiary may depend upon the
tax status of  the individual concerned.  Any person concerned  about these  tax
implications  should  consult  a  competent tax  adviser  before  initiating any
transaction.
 
TAXATION OF THE COMPANY
 
    The Company is taxed as a life  insurance company under the Code. Since  the
Separate  Account is  not an entity  separate from  the Company, it  will not be
taxed separately as a "regulated investment company" under the Code.  Investment
income and realized capital gains are automatically applied to increase reserves
under the Contracts. Under existing federal income tax law, the Company believes
that  the Separate Account investment income and realized net capital gains will
not be taxed to the  extent that such income and  gains are applied to  increase
the reserves under the Contracts.
 
    The  Company does not anticipate  that it will incur  any federal income tax
liability attributable to the Separate Account and, therefore, the Company  does
not  intend to make  provisions for any  such taxes. However,  if changes in the
federal tax laws or interpretation thereof result in the Company being taxed  on
income  or  gains attributable  to the  Separate Account,  then the  Company may
impose a  charge against  the Separate  Account  (with respect  to some  or  all
Contracts) in order to set aside provisions to pay such taxes.
 
CONTRACTS USED WITH CERTAIN RETIREMENT PLANS
 
    IN  GENERAL.  The Contract is designed for use with Section 403(b) plans and
Section 401(a)  plans.  The  tax  rules  applicable  to  retirement  plans  vary
according to the type of plan and the terms and conditions of the plan.
 
    The  Company makes no attempt to provide more than general information about
use of the Contracts with
 
- --------------------------------------------------------------------------------
                                       11
<PAGE>
the various types of retirement plans. Participants as well as Beneficiaries are
cautioned that the rights of any person to any benefits under the Contracts  may
be  subject to the terms and conditions  of the plans themselves, in addition to
the terms and conditions of the Contracts issued in connection with such  plans.
Some  retirement  plans are  subject to  limitations  on distribution  and other
requirements  that  are  not  incorporated  in  the  Contracts.  Purchasers  are
responsible   for  determining  that   contributions,  distributions  and  other
transactions relating  to  the Contracts  satisfy  applicable laws,  and  should
consult  their legal  counsel and tax  adviser regarding the  suitability of the
Contract.
 
    MINIMUM DISTRIBUTION REQUIREMENTS.  The Code has required distribution rules
for Section  403(b)  and 401(a)  Plans.  Under 403(b)  Plans,  distributions  of
amounts  held as  of December 31,  1986 must generally  begin by the  end of the
calendar year in which you attain age 75 (or retire, if later, for  governmental
or  church  plans). However,  special rules  require  that some  or all  of that
balance be distributed earlier if any  distributions are taken in excess of  the
minimum  required amount.  Distributions under  401(a) Plans,  and distributions
attributable to contributions under Section 403(b) Plans on or after January  1,
1987  (including any earnings on the entire Account Value after that date), must
generally begin by April 1 of the  calendar year following the calendar year  in
which  you attain  age 70 1/2.  For governmental or  church plans, distributions
must begin by April  1 of the  calendar year following the  year you attain  age
70 1/2 or retire, whichever occurs later.
 
    In general, annuity payments must be distributed over your life or the joint
lives  of you and your beneficiary, or over  a period not greater than your life
expectancy or the joint life expectancies of you and your beneficiary.
 
    If  you  die  after  the   required  minimum  distribution  has   commenced,
distributions  to your beneficiary must be made at least as rapidly as under the
method of distribution  in effect at  the time  of your death.  However, if  the
minimum  required distribution is calculated each year based on your single life
expectancy or  the joint  life expectancies  of you  and your  beneficiary,  the
regulations  for Code Section  401(a)(9) provide specific  rules for calculating
the minimum  required distributions  at your  death. For  example, if  you  have
elected  ECO with the calculation based on  your single life expectancy, and the
life expectancy is  recalculated each  year, your  recalculated life  expectancy
becomes  zero in the calendar year following your death and the entire remaining
interest must be  distributed to  your beneficiary by  December 31  of the  year
following your death. However, a spousal beneficiary has certain rollover rights
which can only be exercised in the year of your death. The rules are complex and
you should consult your tax adviser before electing the method of calculation to
satisfy the minimum distribution requirements.
 
    If  you die  before the  required minimum  distribution has  commenced, your
entire interest  must  be  distributed  by December  31  of  the  calendar  year
containing  the  fifth anniversary  of the  date  of your  death. Alternatively,
payments may be  made over  the life  of the beneficiary  or over  a period  not
extending   beyond  the  life   expectancy  of  the   beneficiary  provided  the
distribution begins by December 31 of  the calendar year following the  calendar
year  of your death, or December 31 of the calendar year in which you would have
attained age 70 1/2.
 
    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.
 
    TAXATION OF DISTRIBUTIONS.   All  distributions will  be taxed  as they  are
received  unless you made a rollover contribution of the distribution to another
plan of the same type or to an individual retirement annuity/account ("IRA")  in
accordance with the Code, or unless you have made after-tax contributions to the
plan,  which are not taxed  upon distribution. The Code  has specific rules that
apply,  depending  on   the  type   of  distribution   received,  if   after-tax
contributions were made.
 
   
    In  general, payments  received by your  beneficiaries after  your death are
taxed in the same manner  as if you had received  those payments, except that  a
limited death benefit exclusion may apply.
    
 
    Pension  and annuity distributions generally  are subject to withholding for
the recipient's federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients may be  provided
the  opportunity to elect not to  have tax withheld from distributions; however,
certain distributions from annuities are subject to mandatory federal income tax
withholding. We will report to the IRS the taxable portion of all distributions.
 
    The  Code  imposes  a  10%  penalty  tax  on  the  taxable  portion  of  any
distribution  unless made when  (a) you have  attained age 59  1/2, (b) you have
become disabled, (c) you have died, (d) you have separated from service with the
 
- --------------------------------------------------------------------------------
                                       12
<PAGE>
plan sponsor at or after age 55, (e) the distribution amount is rolled over into
another plan of the same type or to  an IRA in accordance with the terms of  the
Code,  or (f)  the distribution amount  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 you and your plan beneficiary, provided you
have separated from service with the plan sponsor. In addition, the penalty  tax
does  not apply for the  amount of a distribution  equal to unreimbursed medical
expenses incurred by you  that qualify for deduction  as specified in the  Code.
The Code may impose other penalty taxes in other circumstances.
 
    SECTION  403(B) PLANS.   Under Section 403(b),  contributions made by public
school systems  and  Section  501(c)(3) tax  exempt  organizations  to  purchase
annuity  contracts for their  employees are generally  excludable from the gross
income of the employee.
 
    In order to be  excludable from taxable  income, total annual  contributions
made  by you  and your employer  cannot exceed either  of two limits  set by the
Code. The first limit, under Section 415, is generally the lesser of 25% of your
includable compensation or  $30,000. The  second limit, which  is the  exclusion
allowance  under Section  403(b), is usually  calculated according  to a formula
that takes into account your length  of employment and any pretax  contributions
to  certain other retirement plans. These two limits apply to your contributions
as well as to any contributions made  by your employer on your behalf. There  is
an additional limit that specifically limits your salary reduction contributions
to  generally no more than $9,500 annually (subject to indexing); your own limit
may be higher or lower, depending on certain conditions.
 
    Section 403(b)(11) restricts the distribution under Section 403(b) contracts
of: (1)  salary  reduction  contributions  made after  December  31,  1988;  (2)
earnings  on those contributions; and (3) earnings during such period on amounts
held as of December 31, 1988. Distribution of those amounts may only occur  upon
death  of  the employee,  attainment  of age  59  1/2, separation  from service,
disability, or financial  hardship. In addition,  income attributable to  salary
reduction contributions may not be distributed in the case of hardship.
 
    If,  pursuant to Revenue  Ruling 90-24, the Company  agrees to accept, under
any of the Contracts covered by this Prospectus, amounts transferred from a Code
Section 403(b)(7)  custodial  account,  such  amounts will  be  subject  to  the
withdrawal restrictions set forth in Code Section 403(b)(7)(A)(ii).
 
   
    Generally,  no amounts accumulated under the  Contract will be taxable prior
to the time  of actual distribution.  However, the IRS  has stated in  published
rulings  that a  variable contract  owner, including  participants under Section
403(b) plans, 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
currently includable in the variable contract owner's gross income. The Treasury
announced  that guidance would be  issued in the future  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 therefore reserves the right to
modify  the Contract  as necessary  to attempt to  prevent the  owner from being
considered the federal tax owner of the assets of the Separate Account.
    
 
    SECTION 401(A) PLANS.  Section 401(a) permits certain employers to establish
various types  of  retirement plans  for  employees, and  permits  self-employed
individuals  to establish various  types of retirement  plans for themselves and
for their  employees. These  retirement plans  may permit  the purchase  of  the
Contracts  to  accumulate  retirement  savings  under  the  plans.  Adverse  tax
consequences to the  Plan, to  the Participant  or to  both may  result if  this
Contract is assigned or transferred to any individual except to a Participant as
a means to provide benefit payments.
 
    The  Code imposes a  maximum limit on  annual Purchase Payments  that may be
excluded from a Participant's gross income. Such limit must be calculated  under
the  Plan by the employer in accordance with Section 415 of the Code. This limit
is generally the  lesser of 25%  of your compensation  or $30,000. In  addition,
Purchase Payments will be excluded from a Participant's gross income only if the
401(a) Plan meets certain nondiscrimination requirements.
 
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                                       13
<PAGE>
                                 MISCELLANEOUS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
DISTRIBUTION
 
    The  Company will serve as the Principal Underwriter for the securities sold
by this  Prospectus. The  Company  is registered  as  a broker-dealer  with  the
Securities  and Exchange Commission and is  a member of the National Association
of Securities Dealers, Inc.  (NASD). As Underwriter,  the Company will  contract
with  one or more registered broker-dealers ("Distributors"), including at least
one affiliate  of the  Company, to  offer and  sell the  Contracts. All  persons
offering  and selling  the Contracts must  be registered  representatives of the
Distributors and must  also be  licensed as  insurance agents  to sell  variable
annuity contracts. These registered representatives may also provide services to
Participants in connection with establishing their Accounts under the Contract.
 
   
    PAYMENT  OF COMMISSIONS.   Persons  offering and  selling the  Contracts may
receive commissions in connection  with the sale of  the Contracts. The  maximum
percentage  amount that the Company will ever  pay as commission with respect to
any given Purchase Payment is with respect  to those made during the first  year
of  Purchase Payments under an Account. The percentage amount will range from 1%
to 4% of those Purchase Payments.  The Company may also pay renewal  commissions
on Purchase Payments made after the first year and asset-based service fees. The
average  of all payments made by the Company is estimated to equal approximately
3% of the total Purchase Payments made over the life of an average Contract. The
Company may also reimburse the Distributor for certain expenses. The name of the
Distributor and the registered representative  responsible for your Account  are
set  forth in your enrollment materials.  Commissions and sales related expenses
are paid  by the  Company and  are  not deducted  from Purchase  Payments.  (See
"Charges and Deductions.")
    
 
    THIRD  PARTY COMPENSATION ARRANGEMENTS. Occasionally, we may pay commissions
and fees to Distributors  which are affiliated or  associated with the  Contract
Holder or the Participants. We may also enter into agreements with some entities
associated  with the Contract Holder or Participants  in which we would agree to
pay the  entity  for  certain  services in  connection  with  administering  the
Contracts.  In both these  circumstances there may be  an understanding that the
Distributor or entity would endorse the  Company as a provider of the  Contract.
You  will be notified if you are purchasing  a Contract that is subject to these
arrangements.
 
DELAY OR SUSPENSION OF PAYMENTS
 
    The Company reserves the  right to suspend or  postpone the date of  payment
for  any benefit or values (a) on any Valuation Date on which the New York Stock
Exchange ("Exchange")  is  closed  (other than  customary  weekend  and  holiday
closings)  or when trading on the Exchange  is restricted; (b) when an emergency
exists, as determined by  the SEC, so  that disposal of  securities held in  the
Subaccounts  is not reasonably practicable or  is not reasonably practicable for
the value of the Subaccount's  assets; or (c) during  such other periods as  the
SEC  may by order permit  for the protection of  investors. The conditions under
which restricted trading or an emergency exists shall be determined by the rules
and regulations of the SEC.
 
PERFORMANCE REPORTING
 
    From time to time, the Company  may advertise different types of  historical
performance  for  the  Subaccounts  of the  Separate  Account.  The  Company may
advertise the "standardized  average annual total  returns" of the  Subaccounts,
calculated  in a manner prescribed by the  SEC, as well as the "non-standardized
returns." "Standardized average annual total returns" are computed according  to
a  formula  in which  a  hypothetical investment  of  $1,000 is  applied  to the
Subaccount and then related to the ending redeemable values over the most recent
one, five and  ten-year periods (or  since inception, if  less than ten  years).
Standardized  returns will reflect the reduction of all recurring charges during
each period (e.g., mortality and expense risk charges, asset-based sales  charge
and  any  administrative  expense  charge).  The  non-standardized  figures  are
computed  in  the  same  manner   but  may  also  include  monthly,   quarterly,
year-to-date and three-year periods.
 
    The   Company  may  also  advertise   certain  ratings,  rankings  or  other
information related  to  the Company,  the  Subaccounts or  the  Funds.  Further
details  regarding performance  reporting and  advertising are  described in the
Statement of Additional Information.
 
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                                       14
<PAGE>
VOTING RIGHTS
 
    In accordance with  the Company's view  of present applicable  law, it  will
vote the shares of each of the Funds held by the Separate Account at regular and
special  meetings of Fund shareholders  in accordance with instructions received
from persons having a voting interest in the Separate Account. Participants  may
instruct the Contract Holder how to direct the Company to cast the votes for the
portion  of  the  Account  Value  or  valuation  reserve  attributable  to their
Accounts.  The  Company  will  vote  shares  for  which  it  has  not   received
instructions in the same proportion as it votes shares for which it has received
instructions.
 
    Each  person having a  voting interest in the  Separate Account will receive
periodic reports relating to the Fund(s) 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 written communication at least 14  days
before such meeting. The number of votes to which each person may give direction
will be determined as of the record date set by the Fund.
 
    The  number of votes each Contract  Holder or Participant, or Beneficiary as
applicable, may cast during the Accumulation  Period is equal to the portion  of
the  Account Value to that Fund, divided by  the net asset value of one share of
that Fund.  During the  Annuity Period,  the number  of votes  is equal  to  the
valuation reserve applicable to the portion of the Contract attributable to that
Fund,  divided by the net asset value of  one share of that Fund. In determining
the number of votes, fractional votes will be recognized.
 
CHANGES IN BENEFICIARY DESIGNATIONS
 
    The designated Beneficiary may be changed  at any time prior to the  Annuity
Date,  subject to limitations  contained in the Code  and other applicable laws.
Such change will  not become  effective until written  notice of  the change  is
received by the Company.
 
MODIFICATION OF THE CONTRACT
 
   
    The  Company may change the Contract as required by federal or state law. In
addition, the Company may, upon 30  days written notice to the Contract  Holder,
make  other changes to  the Contracts that  would apply only  to individuals who
become Participants  under  that  Contract  after the  effective  date  of  such
changes.  If the Contract Holder does not agree to a change, no new Participants
will be covered under the Contract. Certain changes will require the approval of
appropriate state or federal regulatory authorities.
    
 
LEGAL MATTERS AND PROCEEDINGS
 
    The Company knows  of no  material legal  proceedings pending  to which  the
Separate  Account or the Company is a party or which would materially affect the
Separate Account. The validity of the securities offered by this Prospectus  has
been passed upon by Susan E. Bryant, Esq., Counsel to the Company.
 
                                CONTENTS OF THE
                      STATEMENT OF ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
The  Statement of Additional  Information contains more  specific information on
the Separate Account and  the Contract, as well  as the financial statements  of
the  Separate Account and the Company. A list  of the contents of the SAI is set
forth below:
 
<TABLE>
<S>                                                                        <C>
General Information and History
Variable Annuity Account C
Offering and Purchase of Contracts
Performance Data
  General
  Average Annual Total Return Quotations
Annuity Payments
Sales Material and Advertising
Independent Auditors
Financial Statements of the Separate Account
Financial Statements of the Company
</TABLE>
 
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                                       15
<PAGE>
                                   APPENDIX I
                        GUARANTEED ACCUMULATION ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
   
THE  GUARANTEED  ACCUMULATION  ACCOUNT  ("GAA") IS  A  CREDITED  INTEREST OPTION
AVAILABLE DURING THE ACCUMULATION PERIOD  UNDER THE CONTRACTS DESCRIBED IN  THIS
PROSPECTUS.  AMOUNTS ALLOCATED TO LONG-TERM CLASSIFICATIONS OF GAA ARE HELD IN A
NONINSULATED, NONUNITIZED  SEPARATE  ACCOUNT. AMOUNTS  ALLOCATED  TO  SHORT-TERM
CLASSIFICATIONS  OF GAA ARE HELD IN THE COMPANY'S GENERAL ACCOUNT. THIS APPENDIX
IS A SUMMARY  OF GAA  AND IS  NOT INTENDED TO  REPLACE THE  GAA PROSPECTUS.  YOU
SHOULD READ THE ACCOMPANYING GAA PROSPECTUS CAREFULLY BEFORE INVESTING.
    
 
    GAA  is a Credited Interest Option in which we guarantee stipulated rates of
interest for stated  periods of time  on amounts directed  to GAA. The  interest
rate stipulated is an annual effective yield; that is, it reflects a full year's
interest.  Interest is credited daily at a rate that will provide the guaranteed
annual effective yield for one year. This option guarantees the minimum interest
rate specified in the Contract.
 
    During a specified  period of time  (the "deposit period"),  amounts may  be
applied  to  any or  all available  Guaranteed Terms  within the  Short-Term and
Long-Term classifications. Short-Term GAA has Guaranteed Terms from one to three
years, and Long-Term GAA has Guaranteed Terms from three to ten years.
 
    Purchase Payments must remain in GAA for the full Guaranteed Term to receive
the quoted  interest rates.  Withdrawals  or transfers  from a  Guaranteed  Term
before  the  end  of that  Guaranteed  Term may  be  subject to  a  market value
adjustment ("MVA"). An MVA reflects the  change in the value of the  investments
due  to changes in interest rates since the date of deposit. When interest rates
increase after the date  of deposit, the value  of the investment decreases  and
the  MVA is negative. Conversely, when interest rates decrease after the date of
deposit, the value of the investment increases,  and the MVA is positive. It  is
possible that a negative MVA could result in the Participant receiving an amount
which is less than the amount paid into GAA.
 
    As  a  Guaranteed Term  matures, assets  accumulating under  GAA 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
federal tax penalties or mandatory income tax withholding.
 
    By notifying us at least 30 days prior to the Annuity Date, you may elect  a
variable  annuity  and  have  amounts  that  have  been  accumulating  under GAA
transferred to  one or  more of  the Subaccounts  available during  the  Annuity
Period. GAA cannot be used as an investment option during the Annuity Period.
 
MORTALITY AND EXPENSE RISK CHARGES
 
    We  make no  deductions from  the credited  interest rate  for mortality and
expense risks; these risks are considered in determining the credited rate.
 
TRANSFERS
 
    Transfers are permitted among Guaranteed Terms. However, amounts applied  to
GAA  may not be transferred  to another Guaranteed Term of  GAA, or to any other
Subaccount or Credited Interest Option available under the Contract, during  the
deposit  period or the  90 days after the  close of the  deposit period. We will
apply an MVA to transfers made before the end of a Guaranteed Term, unless  such
transfer is due to the maturity of the Guaranteed Term.
 
CONTRACT LOANS
 
    Loans  may not be made  against amounts held in  GAA, although such value is
included in determining the Account Value against which a loan may be made.
 
REINVESTMENT PRIVILEGE
 
    If amounts are withdrawn for GAA and are reinvested, they will be applied to
the current deposit period. Amounts  are proportionately reinvested in the  same
manner  as they  were allocated before  the withdrawal. Any  negative MVA amount
applied to a withdrawal is not included in the reinvestment.
 
- --------------------------------------------------------------------------------
                                       16
<PAGE>
                                APPENDIX II (A)
                               FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FOLLOWING SUMMARIZES MATERIAL INFORMATION CONCERNING THE FIXED PLUS ACCOUNT.
AMOUNTS ALLOCATED TO THE  FIXED PLUS ACCOUNT ARE  HELD IN THE COMPANY'S  GENERAL
ACCOUNT  THAT SUPPORTS GENERAL  INSURANCE AND ANNUITY  OBLIGATIONS. INTERESTS IN
THE FIXED PLUS  ACCOUNT HAVE NOT  BEEN REGISTERED  WITH THE SEC  IN RELIANCE  ON
EXEMPTIONS  UNDER  THE SECURITIES  ACT OF  1933, AS  AMENDED. DISCLOSURE  IN THE
PROSPECTUS REGARDING THE FIXED PLUS ACCOUNT, MAY, HOWEVER, BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE  FEDERAL SECURITIES LAWS RELATING TO  THE
ACCURACY  AND  COMPLETENESS  OF  SUCH STATEMENTS.  DISCLOSURE  IN  THIS APPENDIX
REGARDING THE FIXED PLUS ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
    The Fixed  Plus Account  guarantees  the minimum  Fixed Plus  interest  rate
specified  in the Contract. The  Company may credit a  higher interest rate from
time to time. The current rate is subject to change at any time, but will  never
fall below the guaranteed minimum. The Company's determination of interest rates
reflects the investment income earned on invested assets and the amortization of
any  capital gains and/or losses realized on  the sale of invested assets. Under
the Fixed Plus Account, the Company assumes the risk of investment gain or  loss
by guaranteeing Account Values and promising a minimum interest rate and Annuity
Payment.
 
    The Fixed Plus Account will reflect a compound interest rate credited by us.
The  interest rate quoted is  an annual effective yield.  Amounts applied to the
Fixed Plus  Account  will earn  the  Fixed Plus  interest  rate in  effect  when
actually  applied to  the Fixed  Plus Account.  We make  no deductions  from the
credited interest  rate  for  mortality  and  expense  risks;  these  risks  are
considered in determining the credited rate.
 
    Beginning  on the  tenth Account  Year, we will  credit amounts  held in the
Fixed Plus Account with an interest rate that is at least 0.25% higher than  the
then  declared interest rate for  the Fixed Plus Account  for Accounts that have
not reached their tenth anniversary.
 
    Under certain emergency conditions, we may defer payment of a Fixed  Account
withdrawal  value (a)  for a period  of up  to 6 months;  or (b)  as provided by
federal law.
 
    The Company reserves the right to limit Purchase Payment(s) and/or transfers
to the Fixed Plus Account.
 
FIXED PLUS ACCOUNT WITHDRAWALS
 
    The amount eligible for partial withdrawal is 20% of the amount held in  the
Fixed  Plus  Account on  the day  our  Home Office  receives a  written request,
reduced  by   any  Fixed   Plus  Account   withdrawals,  transfers,   loans   or
annuitizations  made in the  prior 12 months.  In calculating the  20% limit, we
reserve the right to include payments made due to the election of any Additional
Withdrawal Options.
 
    The 20% limit is waived if the partial withdrawal is due to annuitization or
death. The waiver upon death will only  be exercised once and must occur  within
six  months  after  the  Participant's  date of  death.  Any  such  surrender or
annuitization must  also be  made pro  rata from  all Subaccounts  and  Credited
Interest Options available under the Contract.
 
    If a full withdrawal is requested, we will pay any amounts held in the Fixed
Plus Account, with interest, in five annual payments equal to:
 
    1. One-fifth  of the  Fixed Plus  Account Value  on the  day the  request is
       received, reduced by any Fixed Plus Account withdrawals, transfers, loans
       or annuitizations made during the prior 12 months;
 
    2. One-fourth of the remaining Fixed Plus Account Value 12 months later;
 
    3. One-third of the remaining Fixed Plus Account Value 12 months later;
 
    4. One-half of the remaining Fixed Plus Account Value 12 months later; and
 
- --------------------------------------------------------------------------------
                                       17
<PAGE>
    5. The balance of the Fixed Plus Account Value 12 months later.
 
    Once we receive  a request for  a full withdrawal,  no further  withdrawals,
loans  or  transfers will  be  permitted from  the  Fixed Plus  Account.  A full
withdrawal from the Fixed Plus Account may  be cancelled at any time before  the
end  of  the five-payment  period. We  will  waive the  Fixed Plus  Account full
withdrawal provision if a full withdrawal  is made due to (a) the  Participant's
death  within  6 months  after the  Participant's date  of death  before Annuity
payments begin  and request  for payment  is received;  (b) the  election of  an
Annuity  option; or (c) if the Fixed Plus Account value is $3,500 or less and no
withdrawals, transfers, loans or annuitizations have been made from the  Account
within  the prior  12 months; or  (d) the Participant's  separation from service
with the employer (if the separation  from service is certified by the  employer
and  the  withdrawal  request  is  received  within  60  days  of  the  date  of
termination), subject to  a 3%  charge based on  the entire  Fixed Plus  Account
value.  If the Participant who  separates from service chooses  to have the five
annual payments of the Fixed Plus Account withdrawal as described above, then no
charge will be assessed.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    The amount eligible for transfer from the  Fixed Plus Account is 20% of  the
amount  held in the Fixed Plus Account on  the day we receive a written request,
reduced  by   any  Fixed   Plus  Account   withdrawals,  transfers,   loans   or
annuitizations made during the prior 12 months. In calculating the 20% limit, we
reserve  the right to  include payments made due  to the election  of one of the
Additional Withdrawal Options. The  20% limit on transfers  will be waived  when
the value in the Fixed Plus Account is $1,000 or less.
 
    By notifying us at our Home Office at least 30 days before the Annuity Date,
you  may elect to have amounts which have been accumulating under the Fixed Plus
Account transferred  to one  or more  of the  Subaccounts available  during  the
Annuity  Period to provide lifetime variable Annuity Payments. For amounts which
have been  accumulating under  the  Fixed Plus  Account, a  nonlifetime  annuity
option may only be elected on a fixed basis.
 
SWO
 
    The  Systematic Withdrawal Option may not be elected if you have requested a
Fixed Plus Account transfer or withdrawal within the prior 12 month period.
 
CONTRACT LOANS
 
    If permitted under the Plan, loans may  be made from Account Values held  in
the  Fixed Plus Account. See the loan  agreement for a description of the amount
available and the consequences upon loan default  if more than 20% of the  Fixed
Plus Account Value is used for a loan.
 
- --------------------------------------------------------------------------------
                                       18
<PAGE>
                                 APPENDIX II(B)
                               FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
THE FOLLOWING SUMMARIZES MATERIAL INFORMATION CONCERNING THE FIXED PLUS ACCOUNT.
AMOUNTS  ALLOCATED TO THE FIXED  PLUS ACCOUNT ARE HELD  IN THE COMPANY'S GENERAL
ACCOUNT THAT SUPPORTS  GENERAL INSURANCE AND  ANNUITY OBLIGATIONS. INTERESTS  IN
THE  FIXED PLUS  ACCOUNT HAVE NOT  BEEN REGISTERED  WITH THE SEC  IN RELIANCE ON
EXEMPTIONS UNDER  THE SECURITIES  ACT OF  1933, AS  AMENDED. DISCLOSURE  IN  THE
PROSPECTUS REGARDING THE FIXED PLUS ACCOUNT, MAY, HOWEVER, BE SUBJECT TO CERTAIN
GENERALLY  APPLICABLE PROVISIONS OF THE FEDERAL  SECURITIES LAWS RELATING TO THE
ACCURACY AND  COMPLETENESS  OF  SUCH STATEMENTS.  DISCLOSURE  IN  THIS  APPENDIX
REGARDING THE FIXED PLUS ACCOUNT HAS NOT BEEN REVIEWED BY THE SEC.
 
    The Fixed Plus 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.  The Company's determination of interest rates
reflects the Investment income earned on invested assets and the amortization of
any capital gains and/or losses realized  on the sale of invested assets.  Under
this  option, we assume the risk of  investment gain or loss by guaranteeing Net
Purchase Payment  values  and promising  a  minimum interest  rate  and  Annuity
payment.
 
    Under  certain emergency  conditions, we may  defer payment of  a Fixed Plus
Account withdrawal value (a) for a period of  up to 6 months or (b) as  provided
by federal law.
 
    During  any calendar year, any withdrawals requested from an Account's Fixed
Plus Account value may not exceed 20% of the Account's Fixed Plus Account  Value
as  of the  date the withdrawal  request is received  in good order  at our Home
Office. The  withdrawal  value  will  be  reduced  by  any  Fixed  Plus  Account
withdrawal(s), transfer(s) or annuitizations previously made during the calendar
year.
 
    The 20% limit is waived if the partial withdrawal is due to annuitization or
death. The waiver upon death will only be exercised once and must occur within 6
months after the Participant's date of death.
 
    In  the event of an complete Account  withdrawal, we will pay any Fixed Plus
Account withdrawal value from the Account with interest, in five annual payments
of:
 
    1. One-fifth of the Fixed Plus Account withdrawal value minus any Fixed Plus
       Account withdrawal(s),  transfer(s)  or annuitizations  made  during  the
       calendar year;
 
    2. One-fourth of the remaining Fixed Plus Account withdrawal value 12 months
       later;
 
    3. One  third of the remaining Fixed Plus Account withdrawal value 12 months
       later;
 
    4. One-half of the remaining Fixed  Plus Account withdrawal value 12  months
       later; and
 
    5. The  balance of the Fixed Plus Account  withdrawal value as the fifth and
       final payment 12 months later.
 
    Once  we  receive  notification  of  an  Account  termination,  no   further
withdrawal(s) or transfer(s) will be permitted from the Fixed Plus Account.
 
    We  will waive  the Fixed  Plus Account full  surrender provision  if a full
withdrawal is made due to:
 
    (a) the Participant's death within 6 months after the Participant's date  of
        death before Annuity payments begin and request for payment is received;
 
    (b) the election of an Annuity option;
 
    (c) if  the Fixed Plus Account value is  $3,500 or less (and no withdrawals,
        transfers or annuitizations have been  made from the Account during  the
        calendar  year), the entire Fixed Plus Account value will be paid in one
        sum.
 
    Amounts applied to  the Fixed Plus  Account will earn  the interest rate  in
effect when actually applied to the Fixed Plus Account.
 
- --------------------------------------------------------------------------------
                                       19
<PAGE>
MORTALITY AND EXPENSE RISK CHARGES
 
    The Fixed Plus Account will reflect a compound interest rate credited by us.
The  interest rate quoted  is an annual  effective yield. We  make no deductions
from the credited interest rate for mortality and expense risks; these risks are
considered in determining the credited rate.
 
TRANSFERS AMONG INVESTMENT OPTIONS
 
    Transfers from  the Fixed  Plus Account  to any  other available  investment
option(s) are allowed once in each calendar year during the Accumulation Period.
The  amount that may be transferred will be up  to 20% of the amount held in the
Fixed Plus Account. We will waive the  20% transfer limit when the value in  the
Fixed Plus Account is $1,000 or less.
 
    By  notifying us at our Home Office at least 30 days before annuity payments
begin, the Contract Holder, on your behalf, may elect to have amounts which have
been accumulating under the Fixed Plus Account transferred to one or more of the
Subaccounts available  during the  Annuity Period  to provide  variable  annuity
payments under any of the lifetime or nonlifetime Annuity Options.
 
- --------------------------------------------------------------------------------
                                       20
<PAGE>
                          FOR MASTER APPLICATIONS ONLY
 
    I HEREBY ACKNOWLEDGE RECEIPT OF AN ACCOUNT C GROUP DEFERRED VARIABLE ANNUITY
PROSPECTUS  DATED MAY 1, 1996  FOR OPTIONAL RETIREMENT PROGRAMS,  AS WELL AS ALL
CURRENT PROSPECTUSES  PERTAINING TO  THE VARIABLE  INVESTMENT OPTIONS  AVAILABLE
UNDER THE CONTRACTS.
 
- ---- PLEASE  SEND AN  ACCOUNT C  STATEMENT OF  ADDITIONAL INFORMATION  (FORM NO.
     91846(S)-2) DATED MAY 1, 1996.
 
- --------------------------------------------------------------------------------
 
                          CONTRACT HOLDER'S SIGNATURE
 
- --------------------------------------------------------------------------------
 
                                      DATE
 
91846-2 (5/96)
 
- --------------------------------------------------------------------------------
<PAGE>


                             VARIABLE ANNUITY ACCOUNT C
                                        OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

   
             STATEMENT OF ADDITIONAL INFORMATION DATED  MAY 1, 1996
    

   
                            Group Variable Annuity Contracts
for Optional Retirement Programs and Retirement Programs for Higher Education
    

   
This Statement of Additional Information is not a prospectus and should be
read in conjunction with the current prospectus for Variable Annuity Account C
(the "Separate Account") dated May 1, 1996.
    

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

                   Aetna Life Insurance and Annuity Company
                               Customer Service
                             151 Farmington Avenue
                         Hartford, Connecticut  06156
                                1-800-525-4225

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

                                                           Page

General Information and History. . . . . . . . . . . . . . . 2
Variable Annuity Account C . . . . . . . . . . . . . . . . . 2
Offering and Purchase of Contracts . . . . . . . . . . . . . 3
Performance Data . . . . . . . . . . . . . . . . . . . . . . 3
  General. . . . . . . . . . . . . . . . . . . . . . . . . . 3
  Average Annual Total Return Quotations . . . . . . . . . . 4
Annuity Payments . . . . . . . . . . . . . . . . . . . . . . 5
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

<PAGE>

                   GENERAL INFORMATION AND HISTORY
   
Aetna Life Insurance and Annuity Company (the "Company") is a stock life 
insurance company which was organized under the insurance laws of the State 
of Connecticut in 1976.  Through a merger, it succeeded to the business of 
Aetna Variable Annuity Life Insurance Company (formerly Participating Annuity 
Life Insurance Company organized in 1954).  As of December 31, 1995, the 
Company had assets of $27.1 billion (subject to $25.5 billion of customer and 
other liabilities, $1.6 billion of shareholder equity) which includes $11 
billion in assets held in the Company's separate accounts.  The Company had 
$22 billion in assets under management, including $8 billion in its mutual 
funds.  As of December 31, 1994, it ranked among the top 2% of all U.S. life 
insurance companies by size.  The Company is a wholly owned subsidiary of 
Aetna Retirement Holdings, Inc., which is in turn a wholly owned subsidiary 
of Aetna Retirement Services, Inc. and an indirect wholly owned subsidiary of 
Aetna Life and Casualty Company.  The Company is engaged in the business of 
issuing life insurance policies and annuity contracts in all states of the 
United States.  The Company's Home Office is located at 151 Farmington 
Avenue, Hartford, Connecticut 06156.
    

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

Other than the mortality and expense risk charges, asset-based sales charge 
and administrative expense charge, if any, described in the prospectus, all 
expenses incurred in the operations of the Separate Account are borne by the 
Company.  (See "Charges and Deductions" in the prospectus.)  The Company 
receives reimbursement for certain administrative costs from some 
unaffiliated sponsors of the Funds used as funding options under the 
Contract.  These fees generally range up to 0.25%.

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

                       VARIABLE ANNUITY ACCOUNT C

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

                                     2

<PAGE>

<TABLE>
   
<S>                                         <C>

Aetna Variable Fund                               Fidelity VIP Overseas Portfolio
Aetna Income Shares                               Franklin Government Securities Trust
Aetna Variable Encore Fund                        Janus Aspen Aggressive Growth Portfolio
Aetna Investment Advisers  Fund, Inc.             Janus Aspen Balanced Portfolio
Aetna Ascent Variable Portfolio                   Janus Aspen Flexible Income Portfolio
Aetna Crossroads Variable Portfolio               Janus Aspen Growth Portfolio
Aetna Legacy Variable Portfolio                   Janus Aspen Short-Term Bond Portfolio
Alger American Growth Portfolio                   Janus Aspen Worldwide Growth Portfolio
Alger American Small Cap Portfolio                Lexington Natural Resources Trust
Calvert Responsibly Invested Balanced Portfolio   Neuberger & Berman Growth Portfolio
Fidelity VIP II Contrafund Portfolio              Scudder International Portfolio Class A Shares
Fidelity VIP Equity-Income Portfolio              TCI Growth
Fidelity VIP Growth Portfolio
    
</TABLE>

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

                    OFFERING AND PURCHASE OF CONTRACTS

The Company is both the depositor and the principal underwriter for the 
securities sold by the prospectus. The Company offers the Contracts through 
life insurance agents licensed to sell variable annuities who are registered 
representatives of the Company or of other registered broker-dealers who have 
sales agreements with the Company.  The offering of the Contracts is 
continuous.  A description of the manner in which Contracts are purchased may 
be found in the prospectus under the sections titled "Purchase" and "Contract 
Valuation."

                              PERFORMANCE DATA

GENERAL

From time to time, the Company may advertise different types of historical 
performance for the Subaccounts of the Separate Account available under the 
Contracts issued by the Company in connection with Plans described in the 
Prospectus.  The Company may advertise the "standardized average annual total 
returns," calculated in a manner prescribed by the Securities and Exchange 
Commission (the "standardized return"), as well as "non-standardized 
returns", calculated in an identical manner but including additional periods.

The 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 standardized figures reflect the deduction of all recurring 
charges during each period (e.g., mortality and expense risk charges, 
asset-based sales charges, and administrative expense charges).  These 
charges will be deducted on a pro rata basis in the case of fractional 
periods.

The non-standardized figures use the same formula, but may be computed to 
include monthly, quarterly, year-to-date and three-year periods.

                                     3

<PAGE>

If a Fund was in existence prior to the date it became available under the 
Contract, standardized and non-standardized total returns may include periods 
prior to such date.  These figures are calculated by adjusting the actual 
returns of the Fund to reflect the charges that would have been assessed 
under the Contract had that Fund been available under the Contract during 
that period.

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

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - STANDARDIZED AND NON-STANDARDIZED

The table below reflects the average annual standardized and non-standardized 
total return quotation figures for the period ended December 31, 1995 for 
each of the Subaccounts available under the Contract. For those Subaccounts 
where results are not available for the full calendar period indicated, the 
percentage shown is an average annual return since inception (denoted with 
an *).

<TABLE>
<CAPTION>
   
                          STANDARDIZED                 NON-STANDARDIZED                     FUND
                                                                                          INCEPTION
                                                                                            DATE

SUBACCOUNT        1  YEAR   5 YEARS  10 YEARS       1 YEAR  3 YEARS  5 YEARS  10 YEARS

<S>               <C>       <C>      <C>            <C>     <C>      <C>      <C>         <C>

Aetna Variable
 Fund              30.40%     11.83%   12.07%         30.40%  10.25%   11.83%   12.07%     04/30/75
Aetna Income
 Shares            16.59%      8.32%    8.35%         16.59%   6.15%    8.32%    8.35%     06/01/78
Aetna Variable 
 Encore Fund        4.57%      3.24%    4.75%          4.57%   2.98%    3.24%    4.75%     09/01/75

Aetna Investment 
 Advisers 
 Fund, Inc.        25.45%     10.29%    9.18%*        25.45%  10.12%   10.29%   9.18%*     06/23/89

Aetna Ascent 
 Variable 
 Portfolio          9.73%*     n/a       n/a          9.73%*   n/a       n/a    n/a        07/03/95

Aetna Crossroads 
 Variable 
 Portfolio          8.57%*     n/a       n/a          8.57%*   n/a       n/a    n/a        07/03/95

Aetna Legacy 
 Variable 
 Portfolio          7.61%*     n/a       n/a          7.61%*   n/a       n/a    n/a        07/03/95

Alger American 
 Growth Portfolio  34.51%     20.03%   17.77%*       34.51%  17.56%    20.03%  17.77%*     01/08/89

Alger American 
 Small Cap 
 Portfolio         42.29%     19.14%   21.06%*       42.29%  14.82%    19.14%  21.06%*     09/21/88

Calvert 
 Responsibly 
 Invested 
 Balanced
 Portfolio         27.96%      9.66%    8.53%*       27.96%   9.41%     9.66%   8.53%*     09/30/86

Fidelity VIP 
 II Contrafund 
 Portfolio         37.82%*      n/a      n/a         37.82%*   n/a       n/a     n/a       01/03/95

Fidelity VIP 
 Equity-Income 
 Portfolio         33.21%     19.63%   11.81%*       33.21%  17.93%    19.63%  11.81%*     10/22/86


Fidelity VIP 
 Growth 
 Portfolio         33.48%     19.09%   13.06%*       33.48%  15.70%    19.09%  13.06%*     11/07/86

Fidelity VIP 
 Overseas 
 Portfolio          8.15%      6.61%    5.85%*        8.15%  13.68%     6.61%   5.85%*     02/13/87

Franklin 
 Government 
 Securities Trust  16.06%      7.23%    7.72%*       16.06%   5.36%     7.23%   7.72%*     05/30/89


Janus Aspen 
 Aggressive Growth 
 Portfolio         25.71%     25.82%*    n/a         25.71%  25.82%*     n/a     n/a        9/13/93
    
</TABLE>

                                     4

<PAGE>



<TABLE>
<CAPTION>
   
                          STANDARDIZED                 NON-STANDARDIZED                     FUND
                                                                                          INCEPTION
                                                                                            DATE

SUBACCOUNT        1  YEAR   5 YEARS  10 YEARS       1 YEAR  3 YEARS  5 YEARS  10 YEARS

<S>               <C>       <C>      <C>            <C>     <C>      <C>      <C>         <C>



Janus Aspen 
 Balanced 
 Portfolio        23.05%    12.32%*   n/a           23.05%  12.32%*   n/a     n/a          09/13/93

Janus Aspen 
 Flexible 
 Income 
 Portfolio        22.13%     8.13%*   n/a           22.13%   8.13%*   n/a     n/a          09/13/93

Janus Aspen 
 Growth 
 Portfolio        28.36%    13.59%*   n/a           28.36%  13.59%*   n/a     n/a          09/13/93

Janus Aspen 
 Short-Term 
 Bond Portfolio    8.01%     3.13%*   n/a            8.01%   3.13%*   n/a     n/a          09/13/93

Janus Aspen 
 Worldwide Growth 
 Portfolio        25.70%    19.03%*   n/a           25.70%  19.03%*   n/a     n/a          09/13/93

Lexington 
 Natural 
 Resources Trust  15.24%     5.20%*   n/a           15.24%   5.86%   5.20%*   n/a          10/14/91

Neuberger & 
 Berman Growth 
 Portfolio        29.89%    12.23%   10.49%         29.89%   9.53%  12.23%   10.49%        12/31/85

Scudder 
 International 
 Portfolio Class 
 A Shares          9.56%     8.52%    7.66%*         9.56%  13.10%   8.52%    7.66%*       04/30/87

TCI Growth        29.27%    14.12%   11.77%*        29.27%  12.44%  14.12%   11.77%*       11/20/87

    
</TABLE>

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


                                 ANNUITY PAYMENTS

   
When Annuity payments are to begin, the value of the Account is determined 
using Accumulation Unit values as of the tenth Valuation Date before the 
first Annuity payment is due. Such value (less any applicable premium tax) is 
applied to provide an Annuity in accordance with the Annuity and investment 
options elected.
    

The Annuity option tables found in the Contract show, for each form of 
Annuity, the amount of the first Annuity payment for each $1,000 of value 
applied. Thereafter, variable Annuity payments fluctuate as the Annuity Unit 
value(s) fluctuates with the investment experience of the selected investment 
option(s). The first payment and subsequent payments also vary depending on 
the assumed net investment rate selected (3.5% or 5% per annum).  Selection 
of a 5% rate causes a higher first payment, but Annuity payments will 
increase thereafter only to the extent that the net investment rate increases 
by more than 5% on an annual basis. Annuity payments would decline if the 
rate failed to increase by 5%. Use of the 3.5% assumed rate causes a lower 
first payment, but subsequent payments would increase more rapidly or decline 
more slowly as changes occur in the net investment rate.

   
When the Annuity Period begins, the Annuitant is credited with a fixed number 
of Annuity Units (which does not change thereafter) in each of the designated 
investment options. This number is calculated by dividing (a) by (b), where 
(a) is the amount of the first Annuity payment based on a particular 
investment option, and (b) is the then current Annuity Unit value for that 
investment option. As noted, Annuity Unit values fluctuate from one Valuation 
Date to the next; such fluctuations reflect changes in the net investment 
factor for the appropriate Subaccount(s) (with a ten Valuation Date lag which 
gives the Company time to process Annuity payments) and a mathematical 
adjustment which offsets the assumed net investment rate of 3.5% or 5% per 
annum.
    

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

                                     5

<PAGE>

EXAMPLE:

   
Assume that, at the date Annuity payments are to begin, there are 3,000 
Accumulation Units credited under a particular Contract or Account and that 
the value of an Accumulation Unit for the tenth Valuation Date prior to 
retirement was $13.650000. This produces a total value of $40,950.
    

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

   
Assume then that the value of an Annuity Unit for the Valuation Date in which 
the first payment was due was $13.400000. When this value is divided into the 
first monthly payment, the number of Annuity Units is determined to be 
20.414. The value of this number of Annuity Units will be paid in each 
subsequent month.
    

   
If the net investment factor with respect to the appropriate Subaccount is 
1.0015000 as of the tenth Valuation Date preceding the due date of the second 
monthly payment, multiplying this factor by .9999058* (to neutralize the 
assumed net investment rate of 3.5% per annum built into the number of 
Annuity Units determined above) produces a result of 1.0014057. This is then 
multiplied by the Annuity Unit value for the prior Valuation Date (assume 
such value to be $13.504376) to produce an Annuity Unit value of $13.523359 
for the Valuation Date in which the second payment is due.
    

The second monthly payment is then determined by multiplying the number of 
Annuity Units by the current Annuity Unit value, or 20.414 times $13.523359, 
which produces a payment of $276.07.

*If an assumed net investment rate of 5% is elected, the appropriate factor 
to neutralize such assumed rate would be .9998663.

                         SALES MATERIAL AND ADVERTISING

The Company may include hypothetical illustrations in its sales literature 
that explain the mathematical principles of dollar cost averaging, compounded 
interest, tax deferred accumulation, and the mechanics of variable annuity 
contracts.  The Company may also discuss the difference between variable 
annuity contracts and other types of savings or investment products, 
including, but not limited to, personal savings accounts and certificates of 
deposit.

We may distribute sales literature that compares the percentage change in 
Accumulation Unit values for any of the Subaccounts to established market 
indices such as the Standard & Poor's 500 Stock Index and the Dow Jones 
Industrial Average or to the percentage change in values of other management 
investment companies that have investment objectives similar to the 
Subaccount being compared.

We may publish in advertisements and reports, the ratings and other 
information assigned to us by one or more independent rating organizations 
such as A.M. Best Company, Duff & Phelps, Standard & Poor's Corporation and 
Moody's Investors Services, Inc.  The purpose of the ratings is to reflect 
our financial strength and/or claims-paying ability.  We may also quote 
ranking services such as Morningstar's Variable Annuity/Life Performance 
Report and Lipper's Variable Insurance Products Performance Analysis Service 
(VIPPAS), which rank variable annuity or life Subaccounts or their underlying 
funds by performance and/or investment objective.  From time to time, we will 
quote articles from newspapers and 

                                     6

<PAGE>

magazines or other publications or reports, including, but not limited to The 
Wall Street Journal, Money magazine, USA Today and The VARDS Report.

The Company may provide in advertising, sales literature, periodic 
publications or other materials information on various topics of interest to 
current and prospective Contract Holders or Participants. These topics may 
include the relationship between sectors of the economy and the economy as a 
whole and its effect on various securities markets, investment strategies and 
techniques (such as value investing, market timing, dollar cost averaging, 
asset allocation, constant ratio transfer and account rebalancing), the 
advantages and disadvantages of investing in tax-deferred and taxable 
investments, customer profiles and hypothetical purchase and investment 
scenarios, financial management and tax and retirement planning, and 
investment alternatives to certificates of deposit and other financial 
instruments, including comparison between the Contracts and the 
characteristics of and market for such financial instruments.

                            INDEPENDENT AUDITORS

KPMG Peat Marwick LLP, CityPlace II, Hartford, Connecticut  06103-4103, are 
the independent auditors for the Separate Account and for the Company.  The 
services provided to the Separate Account include primarily the examination 
of the Separate Account's financial statements and the review of filings made 
with the SEC.

                                      7

<PAGE>

                              FINANCIAL STATEMENTS


                           VARIABLE ANNUITY ACCOUNT C

                                     INDEX

   
Independent Auditors' Report . . . . . . . . . . . . .  S-2
Statement of Assets and Liabilities. . . . . . . . . .  S-3
Statement of Operations. . . . . . . . . . . . . . . .  S-8
Statements of Changes in Net Assets. . . . . . . . . .  S-9
Notes to Financial Statements  . . . . . . . . . . . .  S-10
Condensed Financial Information. . . . . . . . . . . .  S-12
    



                                    S-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

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

We have audited the accompanying statement of assets and liabilities of Aetna 
Life Insurance and Annuity Company Variable Annuity Account C (the "Account") 
as of December 31, 1995, and the related statement of operations for the year 
then ended, statements of changes in net assets for each of the years in the 
two-year period then ended and condensed financial information for the year 
ended December 31, 1995.  These financial statements and condensed financial 
information are the responsibility of the Account's management.  Our 
responsibility is to express an opinion on these financial statements and 
condensed financial information based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and 
condensed financial information are free of material misstatement.  An audit 
includes examining, on a test basis, evidence supporting the amounts and 
disclosures in the financial statements.  Our procedures included 
confirmation of securities owned as of December 31, 1995, by correspondence 
with the custodian.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  We believe that our 
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and condensed financial information 
referred to above present fairly, in all material respects, the financial 
position of the Aetna Life Insurance and Annuity Company Variable Annuity 
Account C as of December 31, 1995, the results of its operations for the year 
then ended, changes in its net assets for each of the years in the two-year 
period then ended and condensed financial information for the year ended 
December 31, 1995 in conformity with generally accepted accounting principles.



                                                           KPMG Peat Marwick LLP

Hartford, Connecticut
February 16, 1996


                                         S-2

<PAGE>

VARIABLE ANNUITY ACCOUNT C

STATEMENT OF ASSETS AND LIABILITIES - December 31, 1995
<TABLE>
<CAPTION>

ASSETS:
<S>                                                                                                         <C>
Investments, at net asset value: (Note 1)
  Aetna Variable Fund; 135,944,293 shares at $29.06 per share (cost $3,682,373,523)....................     $3,949,941,096
  Aetna Income Shares; 29,688,857 shares at $13.00 per share (cost $382,776,733).......................        386,007,595
  Aetna Variable Encore Fund; 17,318,377 shares at $13.30 per share (cost $221,087,268) ...............        230,291,686
  Aetna Investment Advisers Fund, Inc.; 49,855,715 shares at $14.50 per share
    (cost $600,395,092) ...............................................................................        723,017,695
  Aetna GET Fund, Series B; 5,897,397 shares at $12.40 per share (cost $59,712,454)....................         73,136,258
  Aetna Ascent Variable Portfolio; 454,714 shares at $10.80 per share (cost $4,803,331)................          4,908,736
  Aetna Crossroads Variable Portfolio; 341,591 shares at $10.74 per share (cost $3,599,790)............          3,668,757
  Aetna Legacy Variable Portfolio; 180,468 shares at $10.64 per share (cost $1,883,466)................          1,919,680
  Alger American Funds:
    Alger American Growth Portfolio; 1,234,082 shares at $31.16 per share  (cost
    $38,739,937).......................................................................................         38,454,000
    Alger American Small Capitalization Portfolio; 6,121,453 shares at $39.41 per share
    (cost $203,207,523)................................................................................        241,246,447
  Calvert Responsibly Invested Balanced Portfolio; 16,846,014 shares at $1.70 per share
     (cost $26,512,853)................................................................................         28,688,761
  Fidelity Investments Variable Insurance Products Funds:
    Equity-Income Portfolio; 1,973,219 shares at $19.27 per share (cost $35,264,252)...................         38,023,939
    Growth Portfolio; 949,237 shares at $29.20 per share (cost $27,212,340)............................         27,717,728
    Overseas Portfolio; 218,122 shares at $17.05 per share (cost $3,555,791)...........................          3,718,987
  Fidelity Investments Variable Insurance Products Funds II -
    Asset Manager Portfolio; 910,080 shares at $15.79 per share (cost $12,839,173).....................         14,370,158
    Contrafund Portfolio; 2,202,984 shares at $13.78 per share (cost $30,071,951) .....................         30,357,117
    Index 500 Portfolio; 45,055 shares at $75.71 per share (cost $3,187,279) ..........................          3,411,144
  Franklin Government Securities Trust; 1,651,095 shares at $13.35 per share
     (cost $21,210,874)  ..............................................................................         22,042,115
  Janus Aspen Series -
    Aggressive Growth Portfolio; 5,116,845 shares at $17.08 per share (cost $74,304,318)...............         87,395,716
    Balanced Portfolio; 115,516 shares at $13.03 per share (cost $1,444,640)...........................          1,505,170
    Flexible Income Portfolio; 347,266 shares at $11.11 per share (cost $3,690,542)....................          3,858,123
    Growth Portfolio; 376,690 shares at $13.45 per share (cost $4,920,509).............................          5,066,487
    Short-Term Bond Portfolio; 54,258 shares at $10.03 per share (cost $544,564).......................            544,210
    Worldwide Growth Portfolio; 1,048,130 shares at $15.31 per share (cost $15,260,366)................         16,046,863
  Lexington Emerging Markets Fund, Inc.; 329,323 shares at $9.38 per share (cost $3,135,164) ..........          3,089,046
  Lexington Natural Resources Trust; 1,257,565 shares at $11.30 per share (cost $12,932,744) ..........         14,210,484
  Neuberger & Berman Advisers Management Trust - Growth Portfolio; 3,460,773 shares
     at $25.86 per share (cost $77,838,858)............................................................         89,495,579
  Scudder Variable Life Investment Fund - International Portfolio; 13,936,090 shares
     at $11.82 per share (cost $151,941,144).................................. ........................        164,724,583
  TCI Portfolios, Inc. - TCI Growth; 35,261,982 shares at $12.06 per share (cost $333,587,996) ........        425,259,499
NET ASSETS ............................................................................................      6,632,117,659
                                                                                                             --------------
                                                                                                             --------------
</TABLE>
                                       S-3
<PAGE>

Net assets represented by:

<TABLE>
<CAPTION>
                                                                                                  Accumulation
                                                                                                      Unit    
                                                                                     Units           Value    
<S>                                                                           <C>                 <C>               <C>
Reserves for annuity contracts in accumulation and payment period:
AETNA VARIABLE FUND:
  Qualified I .....................................................              549,055.7            $180.879         $99,312,649
  Qualified III ...................................................            6,364,000.3             137.869         877,395,210
  Qualified IV ....................................................                  269.0              83.646              22,498
  Qualified V .....................................................              121,691.2              14.113           1,717,411
  Qualified VI ....................................................          188,964,022.4              14.077       2,660,123,261
  Qualified VII ...................................................            9,779,134.6              13.247         129,544,460
  Qualified VIII ..................................................               20,835.7              13.074             272,413
  Qualified IX ....................................................               21,417.9              12.935             277,043
  Qualified X (1.15)...............................................              273,578.4              14.108           3,859,670
  Qualified X (1.25)...............................................            2,370,233.5              14.077          33,366,740
  Reserves for annuity contracts in payment period (Note 1)........                                                    144,049,741
AETNA INCOME SHARES:
  Qualified I .....................................................               72,902.0              47.405           3,455,895
  Qualified III ...................................................            2,377,621.8              46.913         111,541,104
  Qualified V .....................................................               20,427.2              12.283             250,918
  Qualified VI ....................................................           21,379,975.5              12.098         258,665,226
  Qualified VII ...................................................              185,030.5              11.176           2,067,926
  Qualified VIII ..................................................                1,090.6              11.143              12,153
  Qualified IX ....................................................                3,580.8              11.203              40,116
  Qualified X (1.15)...............................................               50,261.1              12.125             609,409
  Qualified X (1.25)...............................................              354,993.3              12.098           4,294,879
  Reserves for annuity contracts in payment period (Note 1) .......                                                      5,069,969
AETNA VARIABLE ENCORE FUND:
  Qualified I .....................................................              150,480.4              38.485           5,791,253
  Qualified III ...................................................            1,836,260.4              37.988          69,756,054
  Qualified V .....................................................               19,202.4              11.003             211,293
  Qualified VI ....................................................           12,999,680.2              11.026         143,337,034
  Qualified VII ...................................................              324,091.0              10.936           3,544,190
  Qualified VIII ..................................................                  656.2              10.620               6,969
  Qualified IX ....................................................                3,050.3              10.857              33,118
  Qualified X (1.15)...............................................              145,629.4              11.051           1,609,306
  Qualified X (1.25)...............................................              544,382.5              11.026           6,002,469
AETNA INVESTMENT ADVISERS FUND, INC.:
  Qualified I .....................................................              393,612.5              18.024           7,094,461
  Qualified III ...................................................            9,193,181.4              17.954         165,052,015
  Qualified V .....................................................               19,038.2              13.693             260,683
  Qualified VI ....................................................           38,152,394.6              13.673         521,663,491
  Qualified VII ...................................................              335,791.4              13.135           4,410,596
  Qualified VIII ..................................................                1,055.3              12.695              13,397
  Qualified IX ....................................................                3,961.7              12.613              49,969
  Qualified X (1.15)...............................................              138,270.8              13.703           1,894,705
  Qualified X (1.25)...............................................              940,932.7              13.673          12,865,516
  Reserves for annuity contracts in payment period (Note 1) .......                                                      9,712,862
AETNA GET FUND, SERIES B:
  Qualified III ..................................................                63,245.0              12.850             812,688


                                       S-4
<PAGE>
<CAPTION>
                                                                                                  Accumulation
                                                                                                      Unit    
                                                                                     Units           Value    
<S>                                                                           <C>                 <C>               <C>

  Qualified VI.....................................................            5,279,157.0              12.850          67,836,249
  Qualified X (1.25)...............................................              349,212.6              12.850           4,487,321
AETNA ASCENT VARIABLE PORTFOLIO:
  Qualified III....................................................                    8.4              10.673                  90
  Qualified V......................................................                  202.1              10.666               2,156
  Qualified VI.....................................................              393,052.6              10.673           4,195,040
  Qualified VIII...................................................                    7.7              10.673                  82
  Qualified X (1.15)...............................................               15,054.8              10.982             165,326
  Qualified X (1.25)...............................................               49,748.1              10.976             546,042
AETNA CROSSROADS VARIABLE PORTFOLIO:
  Qualified V......................................................                  243.2              10.605               2,579
  Qualified VI.....................................................              294,673.3              10.612           3,126,954
  Qualified VIII...................................................                   43.8              10.611                 464
  Qualified X (1.15)...............................................                2,393.5              10.868              26,012
  Qualified X (1.25)...............................................               47,204.4              10.862             512,748
AETNA LEGACY VARIABLE PORTFOLIO:
  Qualified VI.....................................................              143,636.5              10.580           1,519,662
  Qualified X (1.15)...............................................               17,106.0              10.631             181,853
  Qualified X (1.25)...............................................               20,531.2              10.626             218,165
ALGER AMERICAN FUNDS:
  ALGER AMERICAN GROWTH PORTFOLIO:
  Qualified III ...................................................              530,262.6              11.715           6,211,911
  Qualified V......................................................                7,965.7              10.365              82,564
  Qualified VI.....................................................            2,832,439.7              10.157          28,770,111
  Qualified VIII...................................................                   38.3              10.371                 397
  Qualified X (1.15)...............................................               12,858.7              11.385             146,392
  Qualified X (1.25)...............................................              284,978.1              11.379           3,242,625
  ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO:
  Qualified III ...................................................            1,714,187.0              13.558          23,241,019
  Qualified V .....................................................               31,527.5              13.463             424,453
  Qualified VI ....................................................           15,036,764.7              13.450         202,245,073
  Qualified VIII ..................................................                3,845.1              14.093              54,189
  Qualified X (1.15)...............................................               54,683.5              13.481             737,179
  Qualified X (1.25)...............................................            1,081,374.8              13.450          14,544,534
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO:
  Qualified III ...................................................              856,360.5              17.951          15,372,772
  Qualified V .....................................................               14,656.3              13.870             203,278
  Qualified VI ....................................................              966,097.9              13.527          13,068,322
  Qualified VIII ..................................................                3,611.6              12.291              44,389
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS:
  EQUITY-INCOME PORTFOLIO:
  Qualified III ...................................................              628,581.6              11.617           7,301,978
  Qualified V .....................................................                1,107.9              11.047              12,239
  Qualified VI ....................................................            1,660,304.1              11.092          18,415,763
  Qualified VIII ..................................................                  638.7              11.054               7,060
  Qualified X (1.15)...............................................              118,679.1              13.902           1,649,878
  Qualified X (1.25)...............................................              766,359.8              13.880          10,637,021
  GROWTH PORTFOLIO:
  Qualified III ...................................................                  762.1              10.198               7,772
  Qualified V .....................................................                2,540.5              10.183              25,871
  Qualified VI ....................................................            1,833,793.9              10.066          18,458,844



                                       S-5
<PAGE>
<CAPTION>
                                                                                                  Accumulation
                                                                                                      Unit    
                                                                                     Units           Value    
<S>                                                                           <C>                 <C>               <C>

  Qualified VIII ..................................................                  158.7              10.190               1,617
  Qualified X (1.15)...............................................               45,764.6              14.023             641,737
  Qualified X (1.25)...............................................              612,991.7              14.000           8,581,887
  OVERSEAS PORTFOLIO:
  Qualified III ...................................................                1,301.8              10.197              13,274
  Qualified V .....................................................                  190.8               9.954               1,899
  Qualified VI ....................................................              196,089.8               9.961           1,953,206
  Qualified X (1.15)...............................................                4,284.4              10.278              44,037
  Qualified X (1.25)...............................................              166,303.2              10.262           1,706,571
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS II:
  ASSET MANAGER PORTFOLIO:
  Qualified III....................................................            1,316,915.5              10.912          14,370,158
  CONTRAFUND PORTFOLIO:
  Qualified III ...................................................              525,476.0              11.763           6,181,326
  Qualified V .....................................................                6,415.4              10.461              67,111
  Qualified VI ....................................................            2,116,732.0              10.397          22,007,519
  Qualified VIII ..................................................                  173.7              10.467               1,818
  Qualified X (1.15)...............................................                5,452.8              10.689              63,737
  Qualified X (1.25)...............................................              174,259.3              10.681           2,035,606
  INDEX 500 PORTFOLIO:
  Qualified III ...................................................              290,546.8              11.740           3,411,144
FRANKLIN GOVERNMENT SECURITIES TRUST:
  Qualified III ...................................................              809,413.7              16.495          13,351,329
  Qualified V .....................................................               16,226.2              11.946             193,844
  Qualified VI ....................................................              717,760.0              11.762           8,442,415
  Qualified VIII ..................................................                4,916.9              11.090              54,527
JANUS ASPEN SERIES:
  AGGRESSIVE GROWTH PORTFOLIO:
  Qualified III ...................................................            1,280,952.5              15.323          19,627,517
  Qualified V.. ...................................................               15,482.4              13.296             205,852
  Qualified VI. ...................................................            4,887,059.8              13.322          65,105,449
  Qualified VIII ..................................................                1,021.7              13.321              13,610
  Qualified X (1.15)...............................................               22,049.9              12.869             283,760
  Qualified X (1.25)...............................................              167,919.9              12.861           2,159,528
  BALANCED PORTFOLIO:
  Qualified III ...................................................                  161.4              10.853               1,751
  Qualified V .....................................................                  160.2              10.843               1,737
  Qualified VI ....................................................               93,303.8              10.850           1,012,385
  Qualified X (1.15)...............................................                9,382.9              11.265             105,697
  Qualified X (1.25)...............................................               34,071.6              11.259             383,600
  FLEXIBLE INCOME PORTFOLIO:
  Qualified III ...................................................                3,344.5              12.124              40,550
  Qualified V .....................................................                  745.1              12.054               8,981
  Qualified VI ....................................................              315,361.3              12.077           3,808,592
  GROWTH PORTFOLIO:
  Qualified III ...................................................              109,716.5              11.859           1,301,115
  Qualified V. ....................................................                  166.2              10.872               1,807
  Qualified VI. ...................................................              259,195.5              10.870           2,817,612
  Qualified X (1.15)...............................................                3,238.4              11.633              37,671
  Qualified X (1.25)...............................................               78,126.0              11.626             908,282


                                       S-6
<PAGE>
<CAPTION>
                                                                                                  Accumulation
                                                                                                      Unit    
                                                                                     Units           Value    
<S>                                                                           <C>                 <C>               <C>

  SHORT-TERM BOND PORTFOLIO:
  Qualified III ...................................................               18,472.9              10.393             191,983
  Qualified V .....................................................                   23.8              10.316                 245
  Qualified VI ....................................................               32,695.8              10.323             337,528
  Qualified X (1.25)...............................................                1,405.3              10.285              14,454
  WORLDWIDE GROWTH PORTFOLIO:
  Qualified III ...................................................              314,652.7              12.158           3,825,607
  Qualified V .....................................................               11,127.9              10.952             121,875
  Qualified VI ....................................................            1,036,039.6              10.877          11,268,519
  Qualified VIII ..................................................                   13.7              10.846                 149
  Qualified X (1.15)...............................................                2,616.9              12.223              31,987
  Qualified X (1.25)...............................................               65,384.2              12.216             798,726
LEXINGTON EMERGING MARKETS FUND:
  Qualified III ...................................................              371,155.8               8.323           3,089,046
LEXINGTON NATURAL RESOURCES TRUST:
  Qualified III ...................................................              530,562.2              10.862           5,763,092
  Qualified V .....................................................                8,347.9              12.095             100,969
  Qualified VI ....................................................              711,891.9              11.720           8,346,423
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:
  GROWTH PORTFOLIO:
  Qualified III ...................................................            2,359,089.9              17.430          41,119,982
  Qualified V .....................................................               35,940.7              14.359             516,068
  Qualified VI ....................................................            3,331,217.5              14.345          47,786,169
  Qualified VIII ..................................................                5,947.6              12.334              73,360
SCUDDER VARIABLE LIFE INVESTMENT FUND:
  INTERNATIONAL PORTFOLIO:
  Qualified III ...................................................            3,823,292.2              14.515          55,495,694
  Qualified V .....................................................               38,067.4              13.799             525,305
  Qualified VI ....................................................            7,323,208.0              13.923         101,958,550
  Qualified VIII ..................................................               12,189.3              11.733             143,011
  Qualified X (1.15)...............................................               41,921.0              13.952             584,886
  Qualified X (1.25)...............................................              432,183.0              13.923           6,017,137
TCI PORTFOLIOS, INC.:
  TCI GROWTH:
  Qualified III *..................................................            1,784,551.6              14.464          25,811,741
  Qualified III  ..................................................            4,184,701.2              13.224          55,336,455
  Qualified V .....................................................               24,825.6              15.176             376,753
  Qualified VI ....................................................           21,986,645.3              15.253         335,360,124
  Qualified VII ...................................................               63,035.5              12.840             809,380
  Qualified VIII ..................................................                8,144.3              12.868             104,799
  Qualified IX ....................................................                1,241.8              12.581              15,623
  Qualified X (1.15)...............................................               13,306.7              15.285             203,397
  Qualified X (1.25)...............................................              474,744.3              15.253           7,241,227
                                                                                                                    $6,632,117,659
                                                                                                                    --------------
                                                                                                                    --------------
</TABLE>

*Applies only to participants of the Opportunity Plus program and Multiple
Options Contracts.
See Notes to Financial Statements.


                                       S-7
<PAGE>
VARIABLE ANNUITY ACCOUNT C

STATEMENT OF OPERATIONS - Year Ended December 31, 1995
<TABLE>
<CAPTION>

INVESTMENT INCOME:
<S>                                                                                   <C>                         <C>
Dividends: (Notes 1 and 3)
  Aetna Variable Fund............................................................                                   $648,150,765
  Aetna Income Shares............................................................                                     23,872,308
  Aetna Variable Encore Fund ....................................................                                        172,751
  Aetna Investment Advisers Fund, Inc............................................                                     47,274,300
  Aetna GET Fund, Series B ......................................................                                      1,878,972
  Aetna Ascent Variable Portfolio ...............................................                                        110,626
  Aetna Crossroads Variable Portfolio ...........................................                                         61,834
  Aetna Legacy Variable Portfolio ...............................................                                         33,640
  Calvert Responsibly Invested Balanced Portfolio  ..............................                                      2,556,825
  Fidelity Investments Variable Insurance Products Fund - Equity Income Portfolio                                        423,626
  Fidelity Investments Variable Insurance Products Fund - Growth Portfolio ......                                         10,256
  Fidelity Investments Variable Insurance Products Fund - Overseas Portfolio ....                                          5,145
  Fidelity Investments Variable Insurance Products Fund II - Asset Manager Portfolio                                     259,914
  Fidelity Investments Variable Insurance Products Fund II - Contrafund Portfolio                                        379,043
  Franklin Government Securities Trust ..........................................                                      1,061,449
  Janus Aspen Series - Aggressive Growth Portfolio...............................                                        982,586
  Janus Aspen Series - Balanced Portfolio........................................                                         11,553
  Janus Aspen Series - Flexible Income Portfolio.................................                                        151,761
  Janus Aspen Series - Growth Portfolio..........................................                                         91,472
  Janus Aspen Series - Short-Term Bond Portfolio.................................                                         11,707
  Janus Aspen Series - Worldwide Growth Portfolio................................                                         50,858
  Lexington Emerging Markets Fund................................................                                         29,990
  Lexington Natural Resources Trust..............................................                                         59,767
  Neuberger & Berman Advisers Management Trust - Growth Portfolio ...............                                      1,779,523
  Scudder Variable Life Investment Fund -  International Portfolio...............                                        670,720
  TCI Portfolios, Inc. - TCI Growth..............................................                                        339,221
                                                                                                                  --------------
    Total investment income .....................................................                                    730,430,612
Valuation period deductions (Note 2).............................................                                    (71,090,542)
                                                                                                                  --------------
Net investment income............................................................                                    659,340,070
                                                                                                                  --------------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on sales of investments: (Notes 1 and 4)
  Proceeds from sales ...........................................................     $570,154,582
  Cost of investments sold ......................................................      409,480,615
                                                                                      ------------
    Net realized gain ...........................................................                                    160,673,967
Net unrealized gain on investments:
  Beginning of year .............................................................       73,479,233
  End of year ...................................................................      594,083,184
                                                                                      ------------
    Net unrealized gain .........................................................                                    520,603,951
                                                                                                                  --------------
Net realized and unrealized gain on investments .................................                                    681,277,918
                                                                                                                  --------------
Net increase in net assets resulting from operations ............................                                 $1,340,617,988
                                                                                                                  --------------
                                                                                                                  --------------
</TABLE>



See Notes to Financial Statements.


                                       S-8
<PAGE>
VARIABLE ANNUITY ACCOUNT C

STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>


                                                                              Year Ended December 31,
                                                                             1995                1994    
                                                                             ----                ----
<S>                                                                    <C>                 <C>
FROM OPERATIONS:
Net investment income  ..........................................      $  659,340,070      $  476,196,420
Net realized and unrealized gain (loss) on investments ..........         681,277,918        (581,812,453)
  Net increase (decrease) in net assets resulting from operations       1,340,617,988        (105,616,033)
FROM UNIT TRANSACTIONS:
Variable annuity contract purchase payments .....................         771,594,245         711,565,372
Sales and administrative charges deducted by the Company ........             (98,694)           (137,737)
  Net variable annuity contract purchase payments ...............         771,495,551         711,427,635
Transfers from the Company for mortality guarantee adjustments ..           3,678,430           1,880,350
Transfers to the Company's fixed account options ................         (44,377,350)        (56,920,532)
Transfers to other variable annuity accounts ...........                            0         (23,284,415)
Redemptions by contract holders .................................        (287,945,984)       (269,542,942)
Annuity payments ................................................         (14,807,537)        (11,189,149)
Other ...........................................................           1,144,770           1,452,959
  Net increase in net assets from unit transactions .............         429,187,880         353,823,906
Change in net assets ............................................       1,769,805,868         248,207,873
NET ASSETS:
Beginning of year ...............................................       4,862,311,791       4,614,103,918
End of year......................................................      $6,632,117,659      $4,862,311,791
                                                                       --------------      --------------
                                                                       --------------      --------------
</TABLE>


See Notes to Financial Statements.


                                       S-9
<PAGE>
VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS - December 31, 1995

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     Variable Annuity Account C ("Account") is registered under the Investment
     Company Act of 1940 as a unit investment trust.  The Account is sold
     exclusively for use with annuity contracts that are qualified under the
     Internal Revenue Code of 1986, as amended.

     The accompanying financial statements of the Account have been prepared in
     accordance with generally accepted accounting principles.

     a. VALUATION OF INVESTMENTS

     Investments in the following Funds are stated at the closing net asset
     value per share as determined by each Fund on December 31, 1995:

     Aetna Variable Fund 
     Aetna Income Shares
     Aetna Variable Encore Fund 
     Aetna Investment Advisers Fund, Inc.
     Aetna GET Fund, Series B 
     Aetna Ascent Variable Portfolio
     Aetna Crossroads Variable Portfolio
     Aetna Legacy Variable Portfolio
     Alger American Fund:
     -    Alger American Growth Portfolio
     -    Alger American Small Capitalization Portfolio
     Calvert Responsibly Invested Balanced Portfolio
     Fidelity Investments Variable Insurance Products Fund:
     -    Equity-Income Portfolio
     -    Growth Portfolio
     -    Overseas Portfolio
     Fidelity Investments Variable Insurance Products Fund II:
     -    Asset Manager Portfolio
     -    Contrafund Portfolio
     -    Index 500 Portfolio 


     Franklin Government Securities Trust
     Janus Aspen Series:
     -    Aggressive Growth Portfolio
     -    Balanced Portfolio
     -    Flexible Income Portfolio
     -    Growth Portfolio
     -    Short-Term Bond Portfolio
     -    Worldwide Growth Portfolio
     Lexington Emerging Markets Fund
     Lexington Natural Resources Trust
     Neuberger & Berman Advisers Management Trust:
     -     Growth Portfolio
     Scudder Variable Life Investment Fund:
     -     International Portfolio
     TCI Portfolios, Inc.:
     -     TCI Growth

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

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

     d.   ANNUITY RESERVES
     Annuity reserves are computed for currently payable contracts according
     to the Progressive Annuity, Individual Annuity Mortality, and Group
     Annuity Mortality tables using various assumed interest rates not to
     exceed seven percent. Mortality experience is monitored by the Company.

                                       S-10

<PAGE>

VARIABLE ANNUITY ACCOUNT C

NOTES TO FINANCIAL STATEMENTS - December 31, 1995 (continued)

     Charges to annuity reserves for mortality and expense risk experience are
     reimbursed to the Company if the reserves required are less than originally
     estimated.  If additional reserves are required, the Company reimburses the
     Account.

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

3.   DIVIDEND INCOME
     On an annual basis the Funds distribute substantially all of their taxable
     income and realized capital gains to their shareholders.  Distributions to
     the Account are automatically reinvested in shares of the Funds.  The
     Account's proportionate share of each Fund's undistributed net investment
     income and accumulated net realized gain on investments is included in net
     unrealized gain in the Statement of Operations.

4.   PURCHASES AND SALES OF INVESTMENTS

     The cost of purchases and proceeds from sales of investments other than
     short-term investments for the year ended December 31, 1995 aggregated
     $1,658,682,532 and $570,154,582, respectively.

5.   ESTIMATES 

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



                                       S-11

<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                               Increase
                                                                                 Value at       Value at      in Value of
                                                                                 Beginning       End of      Accumulation
                                                                                  of Year         Year           Unit
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>          <C>
AETNA VARIABLE FUND:
Qualified I .............................................................        $138.406       $180.879         30.69%
Qualified III ...........................................................         105.558        137.869         30.61%
Qualified IV ............................................................          63.884         83.646         30.93%
Qualified V .............................................................          10.823         14.113         30.40%
Qualified VI ............................................................          10.778         14.077         30.61%
Qualified VII ...........................................................          10.136         13.247         30.69%
Qualified VIII ..........................................................          10.011         13.074         30.60%
Qualified IX ............................................................           9.879         12.935         30.93%
Qualified X (1.15) ......................................................          10.791         14.108         30.74%
Qualified X (1.25) ......................................................          10.778         14.077         30.61%
- -------------------------------------------------------------------------------------------------------------------------
AETNA INCOME SHARES:
Qualified I .............................................................        $ 40.570       $ 47.405         16.85%
Qualified III ...........................................................          40.173         46.913         16.78%
Qualified V .............................................................          10.536         12.283         16.59%
Qualified VI ............................................................          10.360         12.098         16.78%
Qualified VII ...........................................................           9.565         11.176         16.85%
Qualified VIII ..........................................................           9.543         11.143         16.77%
Qualified IX ............................................................           9.570         11.203         17.07%
Qualified X (1.15) ......................................................          10.373         12.125         16.89%
Qualified X (1.25) ......................................................          10.360         12.098         16.78%
- -------------------------------------------------------------------------------------------------------------------------
AETNA VARIABLE ENCORE FUND:
Qualified I .............................................................        $ 36.723       $ 38.485          4.80%
Qualified III ...........................................................          36.271         37.988          4.73%
Qualified V .............................................................          10.523         11.003          4.57%
Qualified VI ............................................................          10.528         11.026          4.73%
Qualified VII ...........................................................          10.435         10.936          4.80%
Qualified VIII ..........................................................          10.141         10.620          4.73%
Qualified IX ............................................................          10.341         10.857          5.00%
Qualified X (1.15) ......................................................          10.541         11.051          4.84%
Qualified X (1.25) ......................................................          10.528         11.026          4.73%
- -------------------------------------------------------------------------------------------------------------------------
AETNA INVESTMENT ADVISERS FUND, INC.:
Qualified I .............................................................        $ 14.317       $ 18.024         25.89%
Qualified III ...........................................................          14.270         17.954         25.82%
Qualified V .............................................................          10.900         13.693         25.62%
Qualified VI ............................................................          10.868         13.673         25.81%
Qualified VII ...........................................................          10.434         13.135         25.89%
Qualified VIII ..........................................................          10.091         12.695         25.81%
Qualified IX ............................................................          10.000         12.613         26.13%
Qualified X (1.15) ......................................................          10.880         13.703         25.95%
Qualified X (1.25) ......................................................          10.868         13.673         25.81%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-12
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------

                                                                                                               Increase
                                                                                 Value at       Value at      in Value of
                                                                                 Beginning       End of      Accumulation
                                                                                  of Year         Year           Unit
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>          <C>
AETNA GET FUND, SERIES B:
Qualified III ...........................................................        $ 10.160       $ 12.850         26.48%
Qualified VI ............................................................          10.160         12.850         26.48%
Qualified X (1.25) ......................................................          10.160         12.850         26.48%
- -------------------------------------------------------------------------------------------------------------------------
AETNA ASCENT VARIABLE PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.673          6.73%        (4)
Qualified V .............................................................          10.000         10.666          6.66%        (5)
Qualified VI ............................................................          10.000         10.673          6.73%        (5)
Qualified VIII ..........................................................          10.000         10.673          6.73%        (5)
Qualified X (1.15) ......................................................          10.000         10.982          9.82%        (3)
Qualified X (1.25) ......................................................          10.000         10.976          9.76%        (3)
- -------------------------------------------------------------------------------------------------------------------------
AETNA CROSSROADS VARIABLE PORTFOLIO:
Qualified V .............................................................        $ 10.000       $ 10.605          6.05%        (5)
Qualified VI ............................................................          10.000         10.612          6.12%        (5)
Qualified VIII ..........................................................          10.000         10.611          6.11%        (5)
Qualified X (1.15) ......................................................          10.000         10.868          8.68%        (3)
Qualified X (1.25) ......................................................          10.000         10.862          8.62%        (3)
- -------------------------------------------------------------------------------------------------------------------------
AETNA LEGACY VARIABLE PORTFOLIO:
Qualified VI ............................................................        $ 10.000       $ 10.580          5.80%        (5)
Qualified X (1.15) ......................................................          10.000         10.631          6.31%        (4)
Qualified X (1.25) ......................................................          10.000         10.626          6.26%        (4)
- -------------------------------------------------------------------------------------------------------------------------
ALGER AMERICAN FUNDS:
 ALGER AMERICAN GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.715         17.15%        (4)
Qualified V .............................................................          10.000         10.365          3.65%        (5)
Qualified VI ............................................................          10.000         10.157          1.57%        (5)
Qualified VIII ..........................................................          10.000         10.371          3.71%        (5)
Qualified X (1.15) ......................................................          10.000         11.385         13.85%        (3)
Qualified X (1.25) ......................................................          10.000         11.379         13.79%        (3)
- -------------------------------------------------------------------------------------------------------------------------
 ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO:
Qualified III ...........................................................        $  9.513       $ 13.558         42.52%
Qualified V .............................................................           9.461         13.463         42.29%
Qualified VI ............................................................           9.437         13.450         42.52%
Qualified VIII ..........................................................           9.889         14.093         42.51%
Qualified X (1.15) ......................................................           9.450         13.481         42.66%
Qualified X (1.25) ......................................................           9.437         13.450         42.52%
- -------------------------------------------------------------------------------------------------------------------------
CALVERT RESPONSIBLY INVESTED BALANCED PORTFOLIO:
Qualified III ...........................................................        $ 13.990       $ 17.951         28.31%
Qualified V .............................................................          10.839         13.870         27.96%
Qualified VI ............................................................          10.554         13.527         28.17%
Qualified VIII ..........................................................           9.590         12.291         28.16%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-13
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                               Increase
                                                                                                              (Decrease)
                                                                                 Value at       Value at      in Value of
                                                                                 Beginning       End of      Accumulation
                                                                                  of Year         Year           Unit
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>          <C>
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS:
 EQUITY - INCOME PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.617         16.17%        (2)
Qualified V .............................................................          10.000         11.047         10.47%        (5)
Qualified VI ............................................................          10.000         11.092         10.92%        (5)
Qualified VIII ..........................................................          10.000         11.054         10.54%        (5)
Qualified X (1.15) ......................................................          10.409         13.902         33.55%
Qualified X (1.25) ......................................................          10.403         13.880         33.42%
- -------------------------------------------------------------------------------------------------------------------------
 GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.198          1.98%        (4)
Qualified V .............................................................          10.000         10.183          1.83%        (5)
Qualified VI ............................................................          10.000         10.066          0.66%        (5)
Qualified VIII ..........................................................          10.000         10.190          1.90%        (5)
Qualified X (1.15) ......................................................          10.479         14.023         33.82%
Qualified X (1.25) ......................................................          10.472         14.000         33.69%
- -------------------------------------------------------------------------------------------------------------------------
 OVERSEAS PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.197          1.97%        (4)
Qualified V .............................................................          10.000          9.954         (0.46%)       (5)
Qualified VI ............................................................          10.000          9.961         (0.39%)       (5)
Qualified X (1.15) ......................................................           9.480         10.278          8.43%
Qualified X (1.25) ......................................................           9.474         10.262          8.32%
- -------------------------------------------------------------------------------------------------------------------------
FIDELITY INVESTMENTS VARIABLE INSURANCE PRODUCTS FUNDS II:
 ASSET MANAGER PORTFOLIO:
Qualified III ...........................................................        $  9.447       $ 10.912         15.51%
- -------------------------------------------------------------------------------------------------------------------------
 CONTRAFUND PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.763         17.63%        (2)
Qualified V .............................................................          10.000         10.461          4.61%        (5)
Qualified VI ............................................................          10.000         10.397          3.97%        (5)
Qualified VIII ..........................................................          10.000         10.467          4.67%        (5)
Qualified X (1.15) ......................................................          10.000         10.689          6.89%        (2)
Qualified X (1.25) ......................................................          10.000         10.681          6.81%        (2)
- -------------------------------------------------------------------------------------------------------------------------
 INDEX 500 PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.740         17.40%        (2)
- -------------------------------------------------------------------------------------------------------------------------
FRANKLIN GOVERNMENT SECURITIES TRUST:
Qualified III ...........................................................        $ 14.190       $ 16.495         16.24%
Qualified V .............................................................          10.294         11.946         16.06%
Qualified VI ............................................................          10.119         11.762         16.24%
Qualified VIII ..........................................................           9.541         11.090         16.23%
- -------------------------------------------------------------------------------------------------------------------------
JANUS ASPEN SERIES:
 AGGRESSIVE GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 12.169       $ 15.323         25.91%
Qualified V .............................................................          10.577         13.296         25.71%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-14
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                                                                                                               Increase
                                                                                                              (Decrease)
                                                                                 Value at       Value at      in Value of
                                                                                 Beginning       End of      Accumulation
                                                                                  of Year         Year           Unit
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>          <C>
JANUS ASPEN SERIES:
 AGGRESSIVE GROWTH PORTFOLIO (continued):
Qualified VI ............................................................        $ 10.581       $ 13.322         25.91%
Qualified VIII ..........................................................          10.581         13.321         25.90%
Qualified X (1.15) ......................................................          10.000         12.869         28.69%        (2)
Qualified X (1.25) ......................................................          10.000         12.861         28.61%        (2)
- -------------------------------------------------------------------------------------------------------------------------
 BALANCED PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.853          8.53%        (4)
Qualified V .............................................................          10.000         10.843          8.43%        (5)
Qualified VI ............................................................          10.000         10.850          8.50%        (5)
Qualified X (1.15) ......................................................          10.000         11.265         12.65%        (3)
Qualified X (1.25) ......................................................          10.000         11.259         12.59%        (3)
- -------------------------------------------------------------------------------------------------------------------------
 FLEXIBLE INCOME PORTFOLIO:
Qualified III ...........................................................        $  9.911       $ 12.124         22.33%
Qualified V .............................................................          10.000         12.054         20.54%        (1)
Qualified VI ............................................................           9.873         12.077         22.33%
- -------------------------------------------------------------------------------------------------------------------------
 GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 11.859         18.59%        (4)
Qualified V .............................................................          10.000         10.872          8.72%        (5)
Qualified VI ............................................................          10.000         10.870          8.70%        (5)
Qualified X (1.15) ......................................................          10.000         11.633         16.33%        (3)
Qualified X (1.25) ......................................................          10.000         11.626         16.26%        (3)
- -------------------------------------------------------------------------------------------------------------------------
 SHORT TERM BOND PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 10.393          3.93%        (4)
Qualified V .............................................................          10.000         10.316          3.16%        (5)
Qualified VI ............................................................          10.000         10.323          3.23%        (5)
Qualified X (1.25) ......................................................          10.000         10.285          2.85%        (4)
- -------------------------------------------------------------------------------------------------------------------------
 WORLDWIDE GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 10.000       $ 12.158         21.58%        (4)
Qualified V .............................................................          10.000         10.952          9.52%        (4)
Qualified VI ............................................................          10.000         10.877          8.77%        (5)
Qualified VIII ..........................................................          10.000         10.846          8.46%        (5)
Qualified X (1.15) ......................................................          10.000         12.223         22.23%        (2)
Qualified X (1.25) ......................................................          10.000         12.216         22.16%        (2)
- -------------------------------------------------------------------------------------------------------------------------
LEXINGTON EMERGING MARKETS FUND:
Qualified III ...........................................................        $  8.772       $  8.323         (5.12%)
- -------------------------------------------------------------------------------------------------------------------------
LEXINGTON NATURAL RESOURCES TRUST:
Qualified III ...........................................................        $  9.412       $ 10.862         15.41%
Qualified V .............................................................          10.496         12.095         15.24%
Qualified VI ............................................................          10.154         11.720         15.42%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-15
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                                Increase
                                                                                 Value at       Value at       in Value of
                                                                                 Beginning       End of       Accumulation
                                                                                  of Year         Year            Unit
- --------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>            <C>           <C>
NEUBERGER & BERMAN ADVISERS
 MANAGEMENT TRUST - GROWTH PORTFOLIO:
Qualified III ...........................................................        $ 13.398       $ 17.430         30.09%
Qualified V .............................................................          11.055         14.359         29.89%
Qualified VI ............................................................          11.026         14.345         30.10%
Qualified VIII ..........................................................           9.482         12.334         30.09%
- --------------------------------------------------------------------------------------------------------------------------
SCUDDER VARIABLE LIFE INVESTMENT FUND - INTERNATIONAL
 PORTFOLIO:
Qualified III ...........................................................        $ 13.227       $ 14.515          9.74%
Qualified V .............................................................          12.595         13.799          9.56%
Qualified VI ............................................................          12.687         13.923          9.74%
Qualified VIII ..........................................................          10.692         11.733          9.73%
Qualified X (1.15) ......................................................          12.701         13.952          9.85%
Qualified X (1.25) ......................................................          12.687         13.923          9.74%
- --------------------------------------------------------------------------------------------------------------------------
TCI PORTFOLIOS, INC.:
 TCI GROWTH:
Qualified III* ..........................................................        $ 11.172       $ 14.464         29.47%
Qualified III ...........................................................          10.213         13.224         29.47%
Qualified V .............................................................          11.740         15.176         29.27%
Qualified VI ............................................................          11.781         15.253         29.47%
Qualified VII ...........................................................           9.911         12.840         29.55%
Qualified VIII ..........................................................           9.939         12.868         29.46%
Qualified IX ............................................................           9.693         12.581         29.80%
Qualified X (1.15) ......................................................          11.794         15.285         29.60%
Qualified X (1.25) ......................................................          11.781         15.253         29.47%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

*Applies only to participants of the Opportunity Plus program and Multiple
Options Contracts.


QUALIFIED I                   Individual contracts issued prior to May 1, 1975
                              in connection with "Qualified Corporate Retirement
                              Plans" established pursuant to Section 401 of the
                              Internal Revenue Code ("Code"); "Tax-Deferred
                              Annuity Plans" established by the public school
                              systems and tax-exempt organizations pursuant to
                              Section 403(b) of the Code, and certain Individual
                              Retirement Annuity Plans established by or on
                              behalf of individuals pursuant to section 408(b)
                              of the Code; Individual contracts issued prior to
                              November 1, 1975 in connection with "H.R. 10
                              Plans" established by persons entitled to the
                              benefits of the Self-Employed Individuals Tax
                              Retirement Act of 1962, as amended; allocated
                              group contracts issued prior to May 1, 1975 in
                              connection with Qualified Corporate Retirement
                              Plans; and group contracts issued prior to
                              October 1, 1978 in connection with Tax-Deferred
                              Annuity Plans.

QUALIFIED III                 Individual contracts issued in connection with
                              Tax-Deferred Annuity Plans and Individual
                              Retirement Annuity Plans since May 1, 1975, H.R.
                              10 Plans since November 1, 1975; group contracts
                              issued since October 1, 1978 in connection with
                              Tax-Deferred Annuity


                                      S-16
<PAGE>

VARIABLE ANNUITY ACCOUNT C

CONDENSED FINANCIAL INFORMATION

CHANGE IN VALUE OF ACCUMULATION UNIT - JANUARY 1, 1995 TO DECEMBER 31, 1995
(continued)

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

QUALIFIED III (continued):    Plans and group contracts issued since May 1, 1979
                              in connection with "Deferred Compensation Plans"
                              adopted by state and local governments and H.R. 10
                              Plans.

QUALIFIED IV                  Certain large group contracts (Jumbo) issued in
                              connection with Tax-Deferred Annuity Plans and
                              Deferred Compensation Plans issued since
                              January 1, 1979.

QUALIFIED V                   Group AetnaPlus contracts issued since August 28,
                              1992 in connection with "Optional Retirement
                              Plans" established pursuant to Section 403(b) or
                              401(a) of the Internal Revenue Code.

QUALIFIED VI                  Group AetnaPlus contracts issued in connection
                              with Tax-Deferred Annuity Plans and Retirement
                              Plus Plans since August 28, 1992.

QUALIFIED VII                 Certain existing contracts that were converted to
                              ACES, the new administrative system (Previously
                              valued under Qualified I).

QUALIFIED VIII                "Group Aetna Plus" contracts issued in connection
                              with Tax-Deferred Annuity Plans and "Deferred
                              Compensation Plans" adopted by state and local
                              governments since June 30, 1993.

QUALIFIED IX                  Certain large group contracts (Jumbo) that were
                              converted to ACES, the new administrative system
                              (previously valued under Qualified VI).

QUALIFIED X                   Individual Retirement Annuity and Simplified
                              Employee Pension Plans issued or converted to
                              ACES, the new administrative system.


1 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during March 1995 when
     the fund became available under the contract or the applicable daily asset
     charge was first utilized.
2 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during May 1995 when the
     fund became available under the contract or the applicable daily asset
     charge was first utilized.
3 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during June 1995 when
     the fund became available under the contract or the applicable daily asset
     charge was first utilized.
4 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during July 1995 when
     the fund became available under the contract or the applicable daily asset
     charge was first utilized.
5 -  Reflects less than a full year of performance activity. The initial
     Accumulation Unit Value was established at $10.000 during August 1995 when
     the fund became available under the contract or the applicable daily asset
     charge was first utilized.


                                      S-17
<PAGE>
                       CONSOLIDATED FINANCIAL STATEMENTS
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
                                     Index
 
<TABLE>
<CAPTION>
                                                                   PAGE
                                                                   ---
<S>                                                                <C>
Independent Auditors' Report.....................................  F-2
Consolidated Financial Statements:
  Consolidated Statements of Income for the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-3
  Consolidated Balance Sheets as of December 31, 1995 and 1994...  F-4
  Consolidated Statements of Changes in Shareholder's Equity for
   the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-5
  Consolidated Statements of Cash Flows for the Years Ended
   December 31, 1995, 1994 and 1993..............................  F-6
Notes to Consolidated Financial Statements.......................  F-7
</TABLE>
 
                                      F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT
 
The Shareholder and Board of Directors
Aetna Life Insurance and Annuity Company:
 
We  have  audited the  accompanying consolidated  balance  sheets of  Aetna Life
Insurance and Annuity Company and Subsidiaries as of December 31, 1995 and 1994,
and the  related consolidated  statements of  income, changes  in  shareholder's
equity  and cash  flows for  each of  the years  in the  three-year period ended
December  31,   1995.   These   consolidated  financial   statements   are   the
responsibility  of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
 
We  conducted  our  audits  in  accordance  with  generally  accepted   auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence  supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing the  accounting  principles used  and  significant estimates  made  by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above  present
fairly, in all material respects, the financial position of Aetna Life Insurance
and  Annuity Company and Subsidiaries as of  December 31, 1995 and 1994, and the
results of their operations and  their cash flows for each  of the years in  the
three-year period ended December 31, 1995, in conformity with generally accepted
accounting principles.
 
As  discussed in Note  1 to the  consolidated financial statements,  in 1993 the
Company changed its methods  of accounting for certain  investments in debt  and
equity securities.
 
                                                           KPMG Peat Marwick LLP
 
Hartford, Connecticut
February 6, 1996
 
                                      F-2
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                       Consolidated Statements of Income
                                   (millions)
 
<TABLE>
<CAPTION>
                                                           YEARS ENDED DECEMBER 31,
                                                         ----------------------------
                                                           1995      1994      1993
                                                         --------  --------  --------
<S>                                                      <C>       <C>       <C>
Revenue:
  Premiums.............................................  $  130.8  $  124.2  $   82.1
  Charges assessed against policyholders...............     318.9     279.0     251.5
  Net investment income................................   1,004.3     917.2     911.9
  Net realized capital gains...........................      41.3       1.5       9.5
  Other income.........................................      42.0      10.3       9.5
                                                         --------  --------  --------
    Total revenue......................................   1,537.3   1,332.2   1,264.5
                                                         --------  --------  --------
Benefits and expenses:
  Current and future benefits..........................     915.3     854.1     818.4
  Operating expenses...................................     318.7     235.2     207.2
  Amortization of deferred policy acquisition costs....      43.3      26.4      19.8
                                                         --------  --------  --------
    Total benefits and expenses........................   1,277.3   1,115.7   1,045.4
                                                         --------  --------  --------
Income before federal income taxes.....................     260.0     216.5     219.1
  Federal income taxes.................................      84.1      71.2      76.2
                                                         --------  --------  --------
Net income.............................................  $  175.9  $  145.3  $  142.9
                                                         --------  --------  --------
                                                         --------  --------  --------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-3
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                          Consolidated Balance Sheets
                                   (millions)
 
<TABLE>
<CAPTION>
                                                             DECEMBER 31,
                                                         --------------------
                                                           1995       1994
                                                         ---------  ---------
<S>                                                      <C>        <C>
ASSETS
- -------------------------------------------------------
Investments:
  Debt securities, available for sale:
   (amortized cost: $11,923.7 and $10,577.8)...........  $12,720.8  $10,191.4
  Equity securities, available for sale:
    Non-redeemable preferred stock (cost: $51.3 and
     $43.3)............................................       57.6       47.2
    Investment in affiliated mutual funds (cost: $173.4
     and $187.1).......................................      191.8      181.9
    Common stock (cost: $6.9 at December 31, 1995).....        8.2         --
  Short-term investments...............................       15.1       98.0
  Mortgage loans.......................................       21.2        9.9
  Policy loans.........................................      338.6      248.7
  Limited partnership..................................         --       24.4
                                                         ---------  ---------
      Total investments................................   13,353.3   10,801.5
 
Cash and cash equivalents..............................      568.8      623.3
Accrued investment income..............................      175.5      142.2
Premiums due and other receivables.....................       37.3       75.8
Deferred policy acquisition costs......................    1,341.3    1,164.3
Reinsurance loan to affiliate..........................      655.5      690.3
Other assets...........................................       26.2       15.9
Separate Accounts assets...............................   10,987.0    7,420.8
                                                         ---------  ---------
      Total assets.....................................  $27,144.9  $20,934.1
                                                         ---------  ---------
                                                         ---------  ---------
LIABILITIES AND SHAREHOLDER'S EQUITY
- -------------------------------------------------------
Liabilities:
  Future policy benefits...............................  $ 3,594.6  $ 2,912.7
  Unpaid claims and claim expenses.....................       27.2       23.8
  Policyholders' funds left with the Company...........   10,500.1    8,949.3
                                                         ---------  ---------
      Total insurance reserve liabilities..............   14,121.9   11,885.8
  Other liabilities....................................      259.2      302.1
  Federal income taxes:
    Current............................................       24.2        3.4
    Deferred...........................................      169.6      233.5
  Separate Accounts liabilities........................   10,987.0    7,420.8
                                                         ---------  ---------
      Total liabilities................................   25,561.9   19,845.6
                                                         ---------  ---------
                                                         ---------  ---------
Shareholder's equity:
  Common stock, par value $50 (100,000 shares
   authorized;
   55,000 shares issued and outstanding)...............        2.8        2.8
  Paid-in capital......................................      407.6      407.6
  Net unrealized capital gains (losses)................      132.5     (189.0)
  Retained earnings....................................    1,040.1      867.1
                                                         ---------  ---------
      Total shareholder's equity.......................    1,583.0    1,088.5
                                                         ---------  ---------
        Total liabilities and shareholder's equity.....  $27,144.9  $20,934.1
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-4
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
           Consolidated Statements of Changes in Shareholder's Equity
                                   (millions)
 
<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                                         --------------------------------
                                                           1995       1994        1993
                                                         ---------  ---------   ---------
<S>                                                      <C>        <C>         <C>
Shareholder's equity, beginning of year................  $ 1,088.5  $ 1,246.7   $   990.1
Net change in unrealized capital gains (losses)........      321.5     (303.5)      113.7
Net income.............................................      175.9      145.3       142.9
Common stock dividends declared........................       (2.9)        --          --
                                                         ---------  ---------   ---------
Shareholder's equity, end of year......................  $ 1,583.0  $ 1,088.5   $ 1,246.7
                                                         ---------  ---------   ---------
                                                         ---------  ---------   ---------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-5
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                     Consolidated Statements of Cash Flows
                                   (millions)
 
<TABLE>
<CAPTION>
                                                               YEARS ENDED DECEMBER 31,
                                                         ------------------------------------
                                                            1995         1994         1993
                                                         ----------   ----------   ----------
<S>                                                      <C>          <C>          <C>
Cash Flows from Operating Activities:
  Net income...........................................  $    175.9   $    145.3   $    142.9
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Increase in accrued investment income..............       (33.3)       (17.5)       (11.1)
    Decrease (increase) in premiums due and other
     receivables.......................................        25.4          1.3         (5.6)
    Increase in policy loans...........................       (89.9)       (46.0)       (36.4)
    Increase in deferred policy acquisition costs......      (177.0)      (105.9)       (60.5)
    Decrease in reinsurance loan to affiliate..........        34.8         27.8         31.8
    Net increase in universal life account balances....       393.4        164.7        126.4
    Increase in other insurance reserve liabilities....        79.0         75.1         86.1
    Net increase in other liabilities and other
     assets............................................        15.0         53.9          7.0
    Decrease in federal income taxes...................        (6.5)       (11.7)        (3.7)
    Net accretion of discount on bonds.................       (66.4)       (77.9)       (88.1)
    Net realized capital gains.........................       (41.3)        (1.5)        (9.5)
    Other, net.........................................          --         (1.0)         0.2
                                                         ----------   ----------   ----------
      Net cash provided by operating activities........       309.1        206.6        179.5
                                                         ----------   ----------   ----------
Cash Flows from Investing Activities:
  Proceeds from sales of:
    Debt securities available for sale.................     4,207.2      3,593.8        473.9
    Equity securities..................................       180.8         93.1         89.6
    Mortgage loans.....................................        10.7           --           --
    Limited partnership................................        26.6           --           --
  Investment maturities and collections of:
    Debt securities available for sale.................       583.9      1,289.2      2,133.3
    Short-term investments.............................       106.1         30.4         19.7
  Cost of investment purchases in:
    Debt securities....................................    (6,034.0)    (5,621.4)    (3,669.2)
    Equity securities..................................      (170.9)      (162.5)      (157.5)
    Short-term investments.............................       (24.7)      (106.1)       (41.3)
    Mortgage loans.....................................       (21.3)          --           --
    Limited partnership................................          --        (25.0)          --
                                                         ----------   ----------   ----------
      Net cash used for investing activities...........    (1,135.6)      (908.5)    (1,151.5)
                                                         ----------   ----------   ----------
Cash Flows from Financing Activities:
  Deposits and interest credited for investment
   contracts...........................................     1,884.5      1,737.8      2,117.8
  Withdrawals of investment contracts..................    (1,109.6)      (948.7)    (1,000.3)
  Dividends paid to shareholder........................        (2.9)          --           --
                                                         ----------   ----------   ----------
      Net cash provided by financing activities........       772.0        789.1      1,117.5
                                                         ----------   ----------   ----------
 
Net (decrease) increase in cash and cash equivalents...       (54.5)        87.2        145.5
Cash and cash equivalents, beginning of year...........       623.3        536.1        390.6
                                                         ----------   ----------   ----------
Cash and cash equivalents, end of year.................  $    568.8   $    623.3   $    536.1
                                                         ----------   ----------   ----------
                                                         ----------   ----------   ----------
Supplemental cash flow information:
  Income taxes paid, net...............................  $     90.2   $     82.6   $     79.9
                                                         ----------   ----------   ----------
                                                         ----------   ----------   ----------
</TABLE>
 
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
 
                                      F-6
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
                   Notes to Consolidated Financial Statements
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Aetna  Life  Insurance and  Annuity Company  and  its wholly  owned subsidiaries
(collectively, the  "Company") is  a  provider of  financial services  and  life
insurance  products in the United States. The Company has two business segments,
financial services and life insurance.
 
The financial services products include  individual and group annuity  contracts
which  offer  a variety  of funding  and distribution  options for  personal and
employer-sponsored retirement  plans that  qualify under  Internal Revenue  Code
Sections  401, 403, 408 and 457,  and individual and group non-qualified annuity
contracts. These  contracts  may  be  immediate  or  deferred  and  are  offered
primarily to individuals, pension plans, small businesses and employer-sponsored
groups  in the health care, government, education (collectively "not-for-profit"
organizations) and corporate  markets. Financial services  also include  pension
plan administrative services.
 
The  life insurance  products include  universal life,  variable universal life,
interest sensitive whole  life and  term insurance. These  products are  offered
primarily  to  individuals,  small  businesses,  employer  sponsored  groups and
executives of Fortune 2000 companies.
 
BASIS OF PRESENTATION
 
The consolidated financial statements include  Aetna Life Insurance and  Annuity
Company  and its wholly  owned subsidiaries, Aetna  Insurance Company of America
and Aetna Private Capital,  Inc. Aetna Life Insurance  and Annuity Company is  a
wholly  owned subsidiary of Aetna Retirement  Services, Inc. ("ARSI"). ARSI is a
wholly owned  subsidiary  of Aetna  Life  and Casualty  Company  ("Aetna").  Two
subsidiaries,  Systematized  Benefits  Administrators, Inc.  ("SBA"),  and Aetna
Investment Services,  Inc.  ("AISI"),  which were  previously  reported  in  the
consolidated  financial statements were distributed in  the form of dividends to
ARSI in December of  1995. The impact to  the Company's financial statements  of
distributing these dividends was immaterial.
 
The  consolidated  financial statements  have been  prepared in  conformity with
generally accepted accounting  principles. Intercompany  transactions have  been
eliminated.  Certain reclassifications have been made to 1994 and 1993 financial
information to conform to the 1995 presentation.
 
ACCOUNTING CHANGES
 
Accounting for Certain Investments in Debt and Equity Securities
 
On December 31, 1993, the Company adopted Financial Accounting Standard  ("FAS")
No. 115, Accounting for Certain Investments in Debt and Equity Securities, which
requires  the classification of debt securities  into three categories: "held to
maturity", which are carried at amortized cost; "available for sale", which  are
carried  at fair value with  changes in fair value  recognized as a component of
shareholder's equity;  and  "trading", which  are  carried at  fair  value  with
immediate recognition in income of changes in fair value.
 
Initial  adoption of this standard resulted in a net increase of $106.8 million,
net of taxes of $57.5 million, to net unrealized gains in shareholder's  equity.
These  amounts exclude gains and losses allocable to experience-rated (including
universal life) contractholders. Adoption of FAS No. 115 did not have a material
effect on deferred policy acquisition costs.
 
                                      F-7
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
USE OF ESTIMATES
 
The preparation of  financial statements in  conformity with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the amounts reported in the financial statements and accompanying notes.
Actual results could differ from reported results using those estimates.
 
CASH AND CASH EQUIVALENT
 
Cash and cash  equivalents include cash  on hand, money  market instruments  and
other debt issues with a maturity of ninety days or less when purchased.
 
INVESTMENTS
 
Debt Securities
 
At  December  31,  1995 and  1994,  all  of the  Company's  debt  securities are
classified as available for sale and carried at fair value. These securities are
written down (as  realized losses) for  other than temporary  decline in  value.
Unrealized gains and losses related to these securities, after deducting amounts
allocable  to experience-rated contractholders and  related taxes, are reflected
in shareholder's equity.
 
Fair values for  debt securities  are based on  quoted market  prices or  dealer
quotations.  Where quoted market prices or  dealer quotations are not available,
fair values are measured utilizing  quoted market prices for similar  securities
or by using discounted cash flow methods. Cost for mortgage-backed securities is
adjusted  for unamortized premiums and discounts,  which are amortized using the
interest method over the  estimated remaining term  of the securities,  adjusted
for anticipated prepayments.
 
Purchases and sales of debt securities are recorded on the trade date.
 
Equity Securities
 
Equity securities are classified as available for sale and carried at fair value
based  on  quoted  market prices  or  dealer quotations.  Equity  securities are
written down (as realized  losses) for other than  temporary declines in  value.
Unrealized  gains  and  losses  related  to  such  securities  are  reflected in
shareholder's equity. Purchases and sales are recorded on the trade date.
 
The investment in affiliated mutual funds represents an investment in the  Aetna
Series  Fund, Inc., a retail  mutual fund which has  been seeded by the Company,
and is carried at fair value.
 
Mortgage Loans and Policy Loans
 
Mortgage loans and policy loans are carried at unpaid principal balances net  of
valuation  reserves, which approximates  fair value, and  are generally secured.
Purchases and sales of mortgage loans are recorded on the closing date.
 
                                      F-8
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Limited Partnership
 
The Company's limited partnership investment was carried at the amount  invested
plus the Company's share of undistributed operating results and unrealized gains
(losses),  which approximates  fair value. The  Company disposed  of the limited
partnership during 1995.
 
Short-Term Investments
 
Short-term investments,  consisting primarily  of money  market instruments  and
other  debt issues purchased with  an original maturity of  over ninety days and
less than one year, are  considered available for sale  and are carried at  fair
value, which approximates amortized cost.
 
DEFERRED POLICY ACQUISITION COSTS
 
Certain  costs of acquiring insurance business  have been deferred. These costs,
all of  which vary  with and  are primarily  related to  the production  of  new
business,  consist principally of commissions,  certain expenses of underwriting
and issuing  contracts and  certain  agency expenses.  For fixed  ordinary  life
contracts,  such costs are  amortized over expected  premium-paying periods. For
universal life  and  certain annuity  contracts,  such costs  are  amortized  in
proportion  to  estimated gross  profits and  adjusted  to reflect  actual gross
profits. These  costs  are  amortized  over twenty  years  for  annuity  pension
contracts, and over the contract period for universal life contracts.
 
Deferred  policy acquisition  costs are  written off  to the  extent that  it is
determined that future policy  premiums and investment  income or gross  profits
would not be adequate to cover related losses and expenses.
 
INSURANCE RESERVE LIABILITIES
 
The Company's liabilities include reserves related to fixed ordinary life, fixed
universal  life and fixed annuity contracts. Reserves for future policy benefits
for fixed  ordinary  life  contracts  are  computed  on  the  basis  of  assumed
investment  yield,  assumed  mortality, withdrawals  and  expenses,  including a
margin for adverse deviation,  which generally vary by  plan, year of issue  and
policy  duration. Reserve  interest rates  range from  2.25% to  10.00%. Assumed
investment yield is based on the Company's experience. Mortality and  withdrawal
rate  assumptions are  based on relevant  Aetna experience  and are periodically
reviewed against both industry standards and experience.
 
Reserves for fixed universal life (included in Future Policy Benefits) and fixed
deferred annuity  contracts  (included in  Policyholders'  Funds Left  With  the
Company)  are equal  to the fund  value. The  fund value is  equal to cumulative
deposits less  charges plus  credited interest  thereon, without  reduction  for
possible  future  penalties  assessed on  premature  withdrawal.  For guaranteed
interest options, the interest credited ranged  from 4.00% to 6.38% in 1995  and
4.00%  to 5.85%  in 1994.  For all  other fixed  options, the  interest credited
ranged from 5.00% to 7.00% in 1995 and 5.00% to 7.50% in 1994.
 
Reserves for  fixed annuity  contracts  in the  annuity  period and  for  future
amounts  due under  settlement options are  computed actuarially  using the 1971
Individual Annuity Mortality Table, the 1983 Individual Annuity Mortality Table,
the
 
                                      F-9
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
1983 Group Annuity  Mortality Table  and, in some  cases, mortality  improvement
according  to scales  G and H,  at assumed  interest rates ranging  from 3.5% to
9.5%. Reserves relating  to contracts  with life contingencies  are included  in
Future  Policy  Benefits. For  other contracts,  the  reserves are  reflected in
Policyholders' Funds Left With the Company.
 
Unpaid claims for all  lines of insurance include  benefits for reported  losses
and estimates of benefits for losses incurred but not reported.
 
PREMIUMS, CHARGES ASSESSED AGAINST POLICYHOLDERS, BENEFITS AND EXPENSES
 
Premiums  are recorded  as revenue when  due for fixed  ordinary life contracts.
Charges assessed against policyholders' funds  for cost of insurance,  surrender
charges,  actuarial margin and other fees  are recorded as revenue for universal
life and certain annuity contracts. Policy benefits and expenses are recorded in
relation to  the  associated  premiums  or  gross profit  so  as  to  result  in
recognition of profits over the expected lives of the contracts.
 
SEPARATE ACCOUNTS
 
Assets  held under variable  universal life, variable  life and variable annuity
contracts are segregated in Separate Accounts and are invested, as designated by
the contractholder or participant under a contract, in shares of Aetna  Variable
Fund, Aetna Income Shares, Aetna Variable Encore Fund, Aetna Investment Advisers
Fund,  Inc., Aetna GET Fund, or The Aetna Series Fund Inc., which are managed by
the Company or other selected mutual funds not managed by the Company.  Separate
Accounts  assets  and liabilities  are carried  at fair  value except  for those
relating to a  guaranteed interest option  which is offered  through a  Separate
Account.  The assets of the Separate  Account supporting the guaranteed interest
option are carried at an amortized cost  of $322.2 million for 1995 (fair  value
$343.9  million) and $149.7 million for  1994 (fair value $146.3 million), since
the Company bears the  investment risk where the  contract is held to  maturity.
Reserves relating to the guaranteed interest option are maintained at fund value
and  reflect interest credited at rates ranging  from 4.5% to 8.38% in both 1995
and 1994.  Separate  Accounts  assets  and liabilities  are  shown  as  separate
captions in the Consolidated Balance Sheets. Deposits, investment income and net
realized  and unrealized capital gains (losses) of the Separate Accounts are not
reflected in  the  Consolidated Statements  of  Income (with  the  exception  of
realized  capital gains (losses) on the sale of assets supporting the guaranteed
interest option).  The Consolidated  Statements  of Cash  Flows do  not  reflect
investment activity of the Separate Accounts.
 
FEDERAL INCOME TAXES
 
The  Company is included in the consolidated federal income tax return of Aetna.
The Company is taxed at regular corporate rates after adjusting income  reported
for financial statement purposes for certain items. Deferred income tax benefits
result  from changes during the year in cumulative temporary differences between
the tax basis and book basis of assets and liabilities.
 
                                      F-10
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS
Investments in debt securities available for  sale as of December 31, 1995  were
as follows:
 
<TABLE>
<CAPTION>
                                                            GROSS        GROSS
                                               AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                 COST       GAINS        LOSSES       VALUE
                                               ---------  ----------   ----------   ---------
                                                                 (MILLIONS)
<S>                                            <C>        <C>          <C>          <C>
U.S. Treasury securities and obligations of
 U.S. government agencies and corporations...  $   539.5    $ 47.5       $  --      $   587.0
Obligations of states and political
 subdivisions................................       41.4      12.4          --           53.8
U.S. Corporate securities:
  Financial..................................    2,764.4     110.3         2.1        2,872.6
  Utilities..................................      454.4      27.8         1.0          481.2
  Other......................................    2,177.7     159.5         1.2        2,336.0
                                               ---------  ----------     -----      ---------
  Total U.S. Corporate securities............    5,396.5     297.6         4.3        5,689.8
Foreign securities:
  Government.................................      316.4      26.1         2.0          340.5
  Financial..................................      534.2      45.4         3.5          576.1
  Utilities..................................      236.3      32.9          --          269.2
  Other......................................      215.7      15.1          --          230.8
                                               ---------  ----------     -----      ---------
  Total Foreign securities...................    1,302.6     119.5         5.5        1,416.6
Residential mortgage-backed securities:
  Residential pass-throughs..................      556.7      99.2         1.8          654.1
  Residential CMOs...........................    2,383.9     167.6         2.2        2,549.3
                                               ---------  ----------     -----      ---------
  Total Residential mortgage-backed
   securities................................    2,940.6     266.8         4.0        3,203.4
Commercial/Multifamily mortgage-backed
 securities..................................      741.9      32.3         0.2          774.0
                                               ---------  ----------     -----      ---------
  Total Mortgage-backed securities...........    3,682.5     299.1         4.2        3,977.4
Other asset-backed securities................      961.2      35.5         0.5          996.2
                                               ---------  ----------     -----      ---------
Total debt securities available for sale.....  $11,923.7    $811.6       $14.5      $12,720.8
                                               ---------  ----------     -----      ---------
                                               ---------  ----------     -----      ---------
</TABLE>
 
                                      F-11
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Investments  in debt securities available for sale  as of December 31, 1994 were
as follows:
 
<TABLE>
<CAPTION>
                                                            GROSS        GROSS
                                               AMORTIZED  UNREALIZED   UNREALIZED     FAIR
                                                 COST       GAINS        LOSSES       VALUE
                                               ---------  ----------   ----------   ---------
                                                                 (MILLIONS)
<S>                                            <C>        <C>          <C>          <C>
U.S. Treasury securities and obligations of
 U.S. government agencies and corporations...  $ 1,396.1    $  2.0       $ 84.2     $ 1,313.9
Obligations of states and political
 subdivisions................................       37.9       1.2           --          39.1
U.S. Corporate securities:
  Financial..................................    2,216.9       3.8        109.4       2,111.3
  Utilities..................................      100.1        --          7.9          92.2
  Other......................................    1,344.3       6.0         67.9       1,282.4
                                               ---------  ----------   ----------   ---------
  Total U.S. Corporate securities............    3,661.3       9.8        185.2       3,485.9
Foreign securities:
  Government.................................      434.4       1.2         33.9         401.7
  Financial..................................      368.2       1.1         23.0         346.3
  Utilities..................................      204.4       2.5          9.5         197.4
  Other......................................       46.3       0.8          1.5          45.6
                                               ---------  ----------   ----------   ---------
  Total Foreign securities...................    1,053.3       5.6         67.9         991.0
Residential mortgage-backed securities:
  Residential pass-throughs..................      627.1      81.5          5.0         703.6
  Residential CMOs...........................    2,671.0      32.9        139.4       2,564.5
                                               ---------  ----------   ----------   ---------
Total Residential mortgage-backed
 securities..................................    3,298.1     114.4        144.4       3,268.1
Commercial/Multifamily mortgage-backed
 securities..................................      435.0       0.2         21.3         413.9
                                               ---------  ----------   ----------   ---------
Total Mortgage-backed securities.............    3,733.1     114.6        165.7       3,682.0
Other asset-backed securities................      696.1       0.2         16.8         679.5
                                               ---------  ----------   ----------   ---------
Total debt securities available for sale.....  $10,577.8    $133.4       $519.8     $10,191.4
                                               ---------  ----------   ----------   ---------
                                               ---------  ----------   ----------   ---------
</TABLE>
 
At December 31,  1995 and  1994, net unrealized  appreciation (depreciation)  of
$797.1  million and $(386.4)  million, respectively, on  available for sale debt
securities included $619.1 million  and $(308.6) million, respectively,  related
to  experience-rated contractholders,  which were not  included in shareholder's
equity.
 
                                      F-12
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
The amortized cost and fair value of debt securities for the year ended December
31, 1995 are shown below by  contractual maturity. Actual maturities may  differ
from  contractual maturities because securities  may be restructured, called, or
prepaid.
 
<TABLE>
<CAPTION>
                                                         AMORTIZED    FAIR
                                                           COST       VALUE
                                                         ---------  ---------
                                                              (MILLIONS)
<S>                                                      <C>        <C>
Due to mature:
  One year or less.....................................  $   348.8  $   351.1
  After one year through five years....................    2,100.2    2,159.5
  After five years through ten years...................    2,516.0    2,663.4
  After ten years......................................    2,315.0    2,573.2
  Mortgage-backed securities...........................    3,682.5    3,977.4
  Other asset-backed securities........................      961.2      996.2
                                                         ---------  ---------
  Total................................................  $11,923.7  $12,720.8
                                                         ---------  ---------
                                                         ---------  ---------
</TABLE>
 
The Company engages in  securities lending whereby  certain securities from  its
portfolio  are  loaned to  other institutions  for short  periods of  time. Cash
collateral, which is in excess of the market value of the loaned securities,  is
deposited by the borrower with a lending agent, and retained and invested by the
lending agent to generate additional income for the Company. The market value of
the  loaned securities is monitored on  a daily basis with additional collateral
obtained or refunded as the market  value fluctuates. At December 31, 1995,  the
Company  had loaned  securities (which are  reflected as invested  assets on the
Consolidated Balance  Sheets)  with  a  market  value  of  approximately  $264.5
million.
 
At  December 31, 1995 and 1994, debt securities carried at $7.4 million and $7.0
million, respectively, were on deposit as required by regulatory authorities.
 
The valuation reserve for mortgage loans was $3.1 million at December 31,  1994.
There  was no  valuation reserve  for mortgage loans  at December  31, 1995. The
carrying value of  non-income producing  investments was $0.1  million and  $0.2
million at December 31, 1995 and 1994, respectively.
 
                                      F-13
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Investments  in a single issuer, other  than obligations of the U.S. government,
with a carrying value in excess of 10% of the Company's shareholder's equity  at
December 31, 1995 are as follows:
 
<TABLE>
<CAPTION>
                                                         AMORTIZED
DEBT SECURITIES                                             COST     FAIR VALUE
                                                         ----------  ----------
                                                               (MILLIONS)
<S>                                                      <C>         <C>
General Electric Corporation...........................    $ 314.9     $  329.3
General Motors Corporation.............................      273.9        284.5
Associates Corporation of North America................      230.2        239.1
Society National Bank..................................      203.5        222.3
Ciesco, L.P............................................      194.9        194.9
Countrywide Funding....................................      171.2        172.7
Baxter International...................................      168.9        168.9
Time Warner............................................      158.6        166.1
Ford Motor Company.....................................      156.7        162.6
</TABLE>
 
The  portfolio of debt securities at December  31, 1995 and 1994 included $662.5
million and $318.3 million, respectively, (5% and 3%, respectively, of the  debt
securities)  of investments that are considered "below investment grade". "Below
investment grade" securities are  defined to be securities  that carry a  rating
below  BBB-/Baa3, by Standard &  Poors/ Moody's Investor Services, respectively.
The increase in below investment grade securities  is the result of a change  in
investment  strategy, which  has reduced  the Company's  holdings in residential
mortgage-back securities  and  increased  the Company's  holdings  in  corporate
securities.   Residential  mortgage-back   securities  are   subject  to  higher
prepayment risk  and lower  credit risk,  while corporate  securities earning  a
comparable yield are subject to higher credit risk and lower prepayment risk. We
expect  the percentage  of below  investment grade  securities will  increase in
1996, but we expect that  the overall average quality  of the portfolio of  debt
securities  will remain  at AA-. Of  these below investment  grade assets, $14.5
million and $31.8  million, at December  31, 1995 and  1994, respectively,  were
investments  that were  purchased at  investment grade,  but whose  ratings have
since been downgraded.
 
Included in  residential mortgage-back  securities are  collateralized  mortgage
obligations  ("CMOs") with carrying  values of $2.5 billion  and $2.6 billion at
December 31,  1995  and 1994,  respectively.  The principal  risks  inherent  in
holding  CMOs are prepayment  and extension risks  related to dramatic decreases
and increases in interest rates whereby the CMOs would be subject to  repayments
of  principal earlier or later than originally anticipated. At December 31, 1995
and 1994, approximately 79% and 85%, respectively, of the Company's CMO holdings
consisted of sequential and planned amortization class debt securities which are
subject to less  prepayment and extension  risk than other  CMO instruments.  At
December  31, 1995  and 1994,  approximately 81%  and 82%,  respectively, of the
Company's CMO holdings  were collateralized  by residential  mortgage loans,  on
which  the  timely payment  of principal  and interest  was backed  by specified
government agencies (e.g., GNMA, FNMA, FHLMC).
 
If due to  declining interest  rates, principal was  to be  repaid earlier  than
originally  anticipated,  the  Company  could  be  affected  by  a  decrease  in
investment income due  to the reinvestment  of these funds  at a lower  interest
rate.  Such prepayments  may result  in a  duration mismatch  between assets and
liabilities  which  could  be  corrected  as  cash  from  prepayments  could  be
reinvested at an appropriate duration to adjust the mismatch.
 
                                      F-14
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
2.  INVESTMENTS (CONTINUED)
Conversely,  if due  to increasing  interest rates,  principal was  to be repaid
slower than originally anticipated, the Company could be affected by a  decrease
in cash flow which reduces the ability to reinvest expected principal repayments
at higher interest rates. Such slower payments may result in a duration mismatch
between  assets and liabilities which could  be corrected as available cash flow
could be reinvested at an appropriate duration to adjust the mismatch.
 
At December 31,  1995 and 1994,  approximately 3% and  4%, respectively, of  the
Company's   CMO   holdings  consisted   of   interest-only  strips   ("IOs")  or
principal-only strips ("POs"). IOs receive payments of interest and POs  receive
payments  of principal on the underlying pool of mortgages. The risk inherent in
holding POs is extension  risk related to dramatic  increases in interest  rates
whereby  the  future  payments due  on  POs  could be  repaid  much  slower than
originally  anticipated.  The  extension  risks  inherent  in  holding  POs  was
mitigated  somewhat by offsetting positions in IOs. During dramatic increases in
interest  rates,  IOs  would  generate  more  future  payments  than  originally
anticipated.
 
The  risk  inherent  in  holding  IOs is  prepayment  risk  related  to dramatic
decreases in interest rates whereby future IO cash flows could be much less than
originally anticipated and in some cases could be less than the original cost of
the IO. The risks inherent in  IOs are mitigated somewhat by holding  offsetting
positions in POs. During dramatic decreases in interest rates POs would generate
future cash flows much quicker than originally anticipated.
 
Investments in available for sale equity securities were as follows:
 
<TABLE>
<CAPTION>
                                               GROSS       GROSS
                                             UNREALIZED  UNREALIZED
                                      COST     GAINS       LOSSES    FAIR VALUE
                                     ------  ----------  ----------  ----------
                                                     (MILLIONS)
<S>                                  <C>     <C>         <C>         <C>
1995
  Equity Securities................  $231.6     $ 27.2      $ 1.2      $ 257.6
                                     ------      -----        ---    ----------
1994
  Equity Securities................  $230.5     $  6.5      $ 7.9      $ 229.1
                                     ------      -----        ---    ----------
</TABLE>
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS
Realized  capital gains or  losses are the  difference between proceeds received
from investments sold or prepaid, and amortized cost. Net realized capital gains
as reflected in the Consolidated Statements  of Income are after deductions  for
net  realized capital gains (losses)  allocated to experience-rated contracts of
$61.1 million, $(29.1) million and $(54.8) million for the years ended  December
31,  1995, 1994,  and 1993,  respectively. Net  realized capital  gains (losses)
allocated to experience-rated contracts are deferred and subsequently  reflected
in  credited  rates  on  an amortized  basis.  Net  unamortized  gains (losses),
reflected as a  component of Policyholders'  Funds Left With  the Company,  were
$7.3  million and  $(50.7) million  at the  end of  December 31,  1995 and 1994,
respectively.
 
Changes to the mortgage loan valuation reserve and writedowns on debt securities
are included  in  net realized  capital  gains  (losses) and  amounted  to  $3.1
million,  $1.1 million and $(98.5) million,  of which $2.2 million, $0.8 million
and $(91.5) million were allocable to experience-rated contractholders, for  the
years ended December 31, 1995, 1994 and 1993, respectively. The 1993 losses were
primarily  related to writedowns of  interest-only mortgage-backed securities to
their fair value.
 
                                      F-15
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Net realized capital gains (losses) on investments, net of amounts allocated  to
experience-rated contracts, were as follows:
 
<TABLE>
<CAPTION>
                                                         1995   1994     1993
                                                         -----  -----   ------
                                                              (MILLIONS)
<S>                                                      <C>    <C>     <C>
Debt securities........................................  $32.8  $ 1.0   $  9.6
Equity securities......................................    8.3    0.2      0.1
Mortgage loans.........................................    0.2    0.3     (0.2)
                                                         -----  -----   ------
Pretax realized capital gains..........................  $41.3  $ 1.5   $  9.5
                                                         -----  -----   ------
After-tax realized capital gains.......................  $25.8  $ 1.0   $  6.2
                                                         -----  -----   ------
</TABLE>
 
Gross  gains of $44.6 million, $26.6 million  and $33.3 million and gross losses
of $11.8 million, $25.6 million and  $23.7 million were realized from the  sales
of investments in debt securities in 1995, 1994 and 1993, respectively.
 
Changes  in unrealized capital  gains (losses), excluding  changes in unrealized
capital gains  (losses) related  to experience-rated  contracts, for  the  years
ended December 31, were as follows:
 
<TABLE>
<CAPTION>
                                                          1995     1994      1993
                                                         ------  --------   ------
                                                                (MILLIONS)
<S>                                                      <C>     <C>        <C>
Debt securities........................................  $255.9  $ (242.1)  $164.3
Equity securities......................................    27.3     (13.3)    10.6
Limited partnership....................................     1.8      (1.8)      --
                                                         ------  --------   ------
                                                          285.0    (257.2)   174.9
Deferred federal income taxes (See Note 6).............   (36.5)     46.3     61.2
                                                         ------  --------   ------
Net change in unrealized capital gains (losses)........  $321.5  $ (303.5)  $113.7
                                                         ------  --------   ------
                                                         ------  --------   ------
</TABLE>
 
Net unrealized capital gains (losses) allocable to experience-rated contracts of
$515.0  million and $104.1 million at December 31, 1995 and $(260.9) million and
$(47.7) million at December 31, 1994  are reflected on the Consolidated  Balance
Sheet  in Policyholders' Funds Left With the Company and Future Policy Benefits,
respectively, and are not included in shareholder's equity.
 
                                      F-16
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
3.  CAPITAL GAINS AND LOSSES ON INVESTMENT OPERATIONS (CONTINUED)
Shareholder's equity included the  following unrealized capital gains  (losses),
which  are  net of  amounts  allocable to  experience-rated  contractholders, at
December 31:
 
<TABLE>
<CAPTION>
                                                          1995    1994      1993
                                                         ------  -------   -------
                                                                (MILLIONS)
<S>                                                      <C>     <C>       <C>
Debt securities
  Gross unrealized capital gains.......................  $179.3  $  27.4   $ 164.3
  Gross unrealized capital losses......................    (1.3)  (105.2)       --
                                                         ------  -------   -------
                                                          178.0    (77.8)    164.3
Equity securities
  Gross unrealized capital gains.......................    27.2      6.5      12.0
  Gross unrealized capital losses......................    (1.2)    (7.9)     (0.1)
                                                         ------  -------   -------
                                                           26.0     (1.4)     11.9
Limited Partnership
  Gross unrealized capital gains.......................      --       --        --
  Gross unrealized capital losses......................      --     (1.8)       --
                                                         ------  -------   -------
Deferred federal income taxes (See Note 6).............    71.5    108.0      61.7
                                                         ------  -------   -------
Net unrealized capital gains (losses)..................  $132.5  $(189.0)  $ 114.5
                                                         ------  -------   -------
                                                         ------  -------   -------
</TABLE>
 
4.  NET INVESTMENT INCOME
Sources of net investment income were as follows:
 
<TABLE>
<CAPTION>
                                                           1995     1994    1993
                                                         --------  ------  ------
                                                                (MILLIONS)
<S>                                                      <C>       <C>     <C>
Debt securities........................................  $  891.5  $823.9  $828.0
Preferred stock........................................       4.2     3.9     2.3
Investment in affiliated mutual funds..................      14.9     5.2     2.9
Mortgage loans.........................................       1.4     1.4     1.5
Policy loans...........................................      13.7    11.5    10.8
Reinsurance loan to affiliate..........................      46.5    51.5    53.3
Cash equivalents.......................................      38.9    29.5    16.8
Other..................................................       8.4     6.7     7.7
                                                         --------  ------  ------
Gross investment income................................   1,019.5   933.6   923.3
Less investment expenses...............................     (15.2)  (16.4)  (11.4)
                                                         --------  ------  ------
Net investment income..................................  $1,004.3  $917.2  $911.9
                                                         --------  ------  ------
                                                         --------  ------  ------
</TABLE>
 
Net  investment   income   includes  amounts   allocable   to   experience-rated
contractholders  of $744.2  million, $677.1 million  and $661.3  million for the
years ended December 31, 1995, 1994 and 1993, respectively. Interest credited to
contractholders is included in Current and Future Benefits.
 
                                      F-17
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
5.  DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY
The Company distributed  $2.9 million in  the form  of dividends of  two of  its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.
 
The  amount of  dividends that may  be paid  to the shareholder  in 1996 without
prior approval by  the Insurance  Commissioner of  the State  of Connecticut  is
$70.0 million.
 
The  Insurance  Department  of  the  State  of  Connecticut  (the  "Department")
recognizes as net income  and shareholder's equity  those amounts determined  in
conformity  with statutory accounting  practices prescribed or  permitted by the
Department, which differ in certain respects from generally accepted  accounting
principles.  Statutory net  income was  $70.0 million,  $64.9 million  and $77.6
million for the  years ended  December 31,  1995, 1994  and 1993,  respectively.
Statutory  shareholder's  equity was  $670.7 million  and  $615.0 million  as of
December 31, 1995 and 1994, respectively.
 
At December 31, 1995  and December 31,  1994, the Company  does not utilize  any
statutory  accounting practices which are not prescribed by insurance regulators
that,  individually   or  in   the   aggregate,  materially   affect   statutory
shareholder's equity.
 
6.  FEDERAL INCOME TAXES
The  Company is included in the consolidated federal income tax return of Aetna.
Aetna allocates to  each member an  amount approximating the  tax it would  have
incurred  were it not a member of the consolidated group, and credits the member
for the use of its tax saving attributes in the consolidated return.
 
In August 1993, the Omnibus Budget Reconciliation Act of 1993 (OBRA) was enacted
which resulted in an increase in the federal corporate tax rate from 34% to  35%
retroactive to January 1, 1993. The enactment of OBRA resulted in an increase in
the  deferred  tax liability  of $3.4  million  at date  of enactment,  which is
included in the 1993 deferred tax expense.
 
Components of income tax expense (benefits) were as follows:
 
<TABLE>
<CAPTION>
                                                         1995   1994    1993
                                                         -----  -----  -------
                                                              (MILLIONS)
<S>                                                      <C>    <C>    <C>
Current taxes (benefits):
  Income from operations...............................  $82.9  $78.7  $  87.1
  Net realized capital gains...........................   28.5  (33.2)    18.1
                                                         -----  -----  -------
                                                         111.4   45.5    105.2
                                                         -----  -----  -------
Deferred taxes (benefits):
  Income from operations...............................  (14.4)  (8.0)   (14.2)
  Net realized capital gains...........................  (12.9)  33.7    (14.8)
                                                         -----  -----  -------
                                                         (27.3)  25.7    (29.0)
                                                         -----  -----  -------
  Total................................................  $84.1  $71.2  $  76.2
                                                         -----  -----  -------
                                                         -----  -----  -------
</TABLE>
 
                                      F-18
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
6.  FEDERAL INCOME TAXES (CONTINUED)
Income tax  expense was  different  from the  amount  computed by  applying  the
federal  income tax rate to income before federal income taxes for the following
reasons:
 
<TABLE>
<CAPTION>
                                                          1995    1994    1993
                                                         ------  ------  ------
                                                               (MILLIONS)
<S>                                                      <C>     <C>     <C>
Income before federal income taxes.....................  $260.0  $216.5  $219.1
Tax rate...............................................     35%     35%     35%
                                                         ------  ------  ------
Application of the tax rate............................    91.0    75.8    76.7
                                                         ------  ------  ------
Tax effect of:
  Excludable dividends.................................    (9.3)   (8.6)   (8.7)
  Tax reserve adjustments..............................     3.9     2.9     4.7
  Reinsurance transaction..............................    (0.5)    1.9    (0.2)
  Tax rate change on deferred liabilities..............      --      --     3.7
  Other, net...........................................    (1.0)   (0.8)     --
                                                         ------  ------  ------
  Income tax expense...................................  $ 84.1  $ 71.2  $ 76.2
                                                         ------  ------  ------
                                                         ------  ------  ------
</TABLE>
 
The tax effects of temporary differences  that give rise to deferred tax  assets
and deferred tax liabilities at December 31 are presented below:
 
<TABLE>
<CAPTION>
                                                          1995    1994
                                                         ------  ------
                                                           (MILLIONS)
<S>                                                      <C>     <C>
Deferred tax assets:
  Insurance reserves...................................  $290.4  $211.5
  Net unrealized capital losses........................      --   136.3
  Unrealized gains allocable to experience-rated
   contracts...........................................   216.7      --
  Investment losses not currently deductible...........     7.3    15.5
  Postretirement benefits other than pensions..........     7.7     8.4
  Other................................................    32.0    28.3
                                                         ------  ------
Total gross assets.....................................   554.1   400.0
Less valuation allowance...............................      --   136.3
                                                         ------  ------
Deferred tax assets, net of valuation..................   554.1   263.7
Deferred tax liabilities:
  Deferred policy acquisition costs....................   433.0   385.2
  Unrealized losses allocable to experience-rated
   contracts...........................................      --   108.0
  Market discount......................................     4.4     3.6
  Net unrealized capital gains.........................   288.2      --
  Other................................................    (1.9)    0.4
                                                         ------  ------
Total gross liabilities................................   723.7   497.2
                                                         ------  ------
Net deferred tax liability.............................  $169.6  $233.5
                                                         ------  ------
                                                         ------  ------
</TABLE>
 
                                      F-19
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
6.  FEDERAL INCOME TAXES (CONTINUED)
Net  unrealized capital gains  and losses are  presented in shareholder's equity
net of deferred  taxes. At December  31, 1994, $81.0  million of net  unrealized
capital  losses  were reflected  in  shareholder's equity  without  deferred tax
benefits. As  of December  31, 1995,  no valuation  allowance was  required  for
unrealized capital gains and losses. The reversal of the valuation allowance had
no impact on net income in 1995.
 
The  "Policyholders'  Surplus  Account," which  arose  under prior  tax  law, is
generally that portion of a life  insurance company's statutory income that  has
not  been subject  to taxation.  As of December  31, 1983,  no further additions
could be made  to the  Policyholders' Surplus  Account for  tax return  purposes
under  the  Deficit Reduction  Act  of 1984.  The  balance in  such  account was
approximately $17.2 million  at December 31,  1995. This amount  would be  taxed
only under certain conditions. No income taxes have been provided on this amount
since  management believes  the conditions under  which such  taxes would become
payable are remote.
 
The Internal  Revenue  Service ("Service")  has  completed examinations  of  the
consolidated  federal income tax returns of  Aetna through 1986. Discussions are
being held  with the  Service  with respect  to proposed  adjustments.  However,
management  believes there are adequate defenses against, or sufficient reserves
to provide for, such challenges. The Service has commenced its examinations  for
the years 1987 through 1990.
 
7.  BENEFIT PLANS
Employee   Pension   Plans--The  Company,   in   conjunction  with   Aetna,  has
non-contributory  defined  benefit  pension  plans  covering  substantially  all
employees.  The plans  provide pension  benefits based  on years  of service and
average annual compensation (measured over  sixty consecutive months of  highest
earnings  in  a  120  month  period).  Contributions  are  determined  using the
Projected  Unit  Credit  Method  and,  for  qualified  plans  subject  to  ERISA
requirements,  are limited to the amounts  that are currently deductible for tax
reporting purposes.  The  accumulated benefit  obligation  and plan  assets  are
recorded by Aetna. The accumulated plan assets exceed accumulated plan benefits.
There  has been  no funding  to the plan  for the  years 1993  through 1995, and
therefore, no expense has been recorded by the Company.
 
Agent Pension Plans--The Company, in conjunction with Aetna, has a non-qualified
pension plan covering certain agents.  The plan provides pension benefits  based
on  annual commission earnings.  The accumulated plan  assets exceed accumulated
plan benefits. There has been no funding to the plan for the years 1993  through
1995, and therefore, no expense has been recorded by the Company.
 
Employee  Postretirement  Benefits--In addition  to providing  pension benefits,
Aetna also  provides  certain  postretirement health  care  and  life  insurance
benefits,  subject to  certain caps, for  retired employees.  Medical and dental
benefits are offered to all full-time employees retiring at age 50 with at least
15 years of service or at age 65 with at least 10 years of service. Retirees are
required to contribute to the plans based on their years of service with Aetna.
 
The cost to the Company associated with the Aetna postretirement plans for 1995,
1994 and 1993 were $1.4 million, $1.0 million and $0.8 million, respectively.
 
Agent Postretirement  Benefits--The Company,  in  conjunction with  Aetna,  also
provides  certain  postemployment health  care and  life insurance  benefits for
certain agents.
 
                                      F-20
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
7.  BENEFIT PLANS (CONTINUED)
 
The cost to the Company associated to the agents' postretirement plans for 1995,
1994 and 1993 were $0.8 million, $0.7 million and $0.6 million, respectively.
 
Incentive  Savings Plan--Substantially all employees are eligible to participate
in a savings plan under which designated contributions, which may be invested in
common stock of Aetna  or certain other  investments, are matched,  up to 5%  of
compensation,  by Aetna. Pretax charges to  operations for the incentive savings
plan were $4.9 million, $3.3  million and $3.1 million  in 1995, 1994 and  1993,
respectively.
 
Stock  Plans--Aetna has a  stock incentive plan that  provides for stock options
and deferred contingent common  stock or cash awards  to certain key  employees.
Aetna  also has a stock option plan  under which executive and middle management
employees of Aetna may be granted options  to purchase common stock of Aetna  at
the  market price on the  date of grant or,  in connection with certain business
combinations, may  be granted  options  to purchase  common stock  on  different
terms.  The cost to the Company associated  with the Aetna stock plans for 1995,
1994 and 1993, was $6.3 million, $1.7 million and $0.4 million, respectively.
 
8.  RELATED PARTY TRANSACTIONS
The Company is compensated  by the Separate Accounts  for bearing mortality  and
expense  risks  pertaining to  variable life  and  annuity contracts.  Under the
insurance contracts, the Separate Accounts pay the Company a daily fee which, on
an annual basis, ranges, depending on the  product, from .25% to 1.80% of  their
average  daily net assets. The Company also receives fees from the variable life
and annuity mutual  funds and The  Aetna Series Fund  for serving as  investment
adviser.  Under the advisory agreements,  the Funds pay the  Company a daily fee
which, on an annual basis, ranges, depending on the fund, from .25% to 1.00%  of
their  average  daily net  assets.  The advisory  agreements  also call  for the
variable funds to pay their own administrative expenses and for The Aetna Series
Fund to  pay certain  administrative expenses.  The Company  also receives  fees
(expressed  as a  percentage of  the average  daily net  assets) from  The Aetna
Series Fund  for providing  administration, shareholder  services and  promoting
sales.  The amount of compensation and  fees received from the Separate Accounts
and Funds,  included  in Charges  Assessed  Against Policyholders,  amounted  to
$128.1  million,  $104.6  million and  $93.6  million  in 1995,  1994  and 1993,
respectively. The Company may waive advisory fees at its discretion.
 
The Company may, from time  to time, make reimbursements to  a Fund for some  or
all  of its operating expenses. Reimbursement  arrangements may be terminated at
any time without notice.
 
Since 1981, all  domestic individual non-participating  life insurance of  Aetna
and  its subsidiaries  has been  issued by  the Company.  Effective December 31,
1988, the Company entered into a reinsurance agreement with Aetna Life Insurance
Company ("Aetna  Life")  in which  substantially  all of  the  non-participating
individual  life and annuity  business written by  Aetna Life prior  to 1981 was
assumed by the  Company. A  $108.0 million commission,  paid by  the Company  to
Aetna  Life in 1988,  was capitalized as deferred  policy acquisition costs. The
Company maintained insurance reserves of $655.5 million and $690.3 million as of
December 31, 1995 and 1994, respectively,  relating to the business assumed.  In
consideration  for  the  assumption of  this  business, a  loan  was established
relating to the assets held by Aetna Life which support the insurance  reserves.
The  loan is being reduced in accordance  with the decrease in the reserves. The
fair value of this loan was $663.5 million and $630.3 million as of December 31,
1995 and 1994, respectively, and is based upon the fair value of the  underlying
assets.  Premiums of $28.0 million, $32.8  million and $33.3 million and current
and future  benefits of  $43.0 million,  $43.8 million  and $55.4  million  were
assumed in 1995, 1994 and 1993, respectively.
 
                                      F-21
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
8.  RELATED PARTY TRANSACTIONS (CONTINUED)
Investment  income  of  $46.5  million,  $51.5  million  and  $53.3  million was
generated from  the  reinsurance loan  to  affiliate  in 1995,  1994  and  1993,
respectively. Net income of approximately $18.4 million, $25.1 million and $13.6
million resulted from this agreement in 1995, 1994 and 1993, respectively.
 
On  December 16, 1988, the Company assumed $25.0 million of premium revenue from
Aetna Life  for the  purchase and  administration of  a life  contingent  single
premium  variable  payout annuity  contract. In  addition,  the Company  also is
responsible for administering fixed annuity payments that are made to annuitants
receiving variable payments. Reserves  of $28.0 million  and $24.2 million  were
maintained for this contract as of December 31, 1995 and 1994, respectively.
 
Effective  February  1,  1992, the  Company  increased its  retention  limit per
individual life to $2.0  million and entered into  a reinsurance agreement  with
Aetna  Life to reinsure amounts in excess of this limit, up to a maximum of $8.0
million on any new individual life  business, on a yearly renewable term  basis.
Premium  amounts related to  this agreement were $3.2  million, $1.3 million and
$0.6 million for 1995, 1994 and 1993, respectively.
 
The Company received no capital contributions in 1995, 1994 or 1993.
 
The Company distributed  $2.9 million in  the form  of dividends of  two of  its
subsidiaries, SBA and AISI, to Aetna Retirement Services, Inc. in 1995.
 
Premiums  due and other  receivables include $5.7 million  and $27.6 million due
from affiliates in 1995 and 1994, respectively. Other liabilities include  $12.4
million and $27.9 million due to affiliates for 1995 and 1994, respectively.
 
Substantially all of the administrative and support functions of the Company are
provided by Aetna and its affiliates. The financial statements reflect allocated
charges  for these  services based  upon measures  appropriate for  the type and
nature of service provided.
 
9.  REINSURANCE
The Company utilizes indemnity reinsurance agreements to reduce its exposure  to
large  losses in all aspects of its insurance business. Such reinsurance permits
recovery of a portion of losses from reinsurers, although it does not  discharge
the  primary liability of the Company as  direct insurer of the risks reinsured.
The Company  evaluates  the  financial  strength  of  potential  reinsurers  and
continually   monitors  the  financial  condition   of  reinsurers.  Only  those
reinsurance recoverables deemed probable of recovery are reflected as assets  on
the Company's Consolidated Balance Sheets.
 
                                      F-22
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
9.  REINSURANCE (CONTINUED)
The  following table  includes premium amounts  ceded/assumed to/from affiliated
companies as discussed in Note 8 above.
<TABLE>
<CAPTION>
                                                                                                 CEDED TO        ASSUMED
                                                                                     DIRECT        OTHER       FROM OTHER
                                                                                     AMOUNT      COMPANIES      COMPANIES
                                                                                    ---------  -------------  -------------
                                                                                                  (MILLIONS)
<S>                                                                                 <C>        <C>            <C>
1995
Premiums:
  Life Insurance..................................................................  $    28.8    $     8.6      $    28.0
  Accident and Health Insurance...................................................        7.5          7.5             --
  Annuities.......................................................................       82.1           --            0.5
                                                                                    ---------        -----          -----
  Total earned premiums...........................................................  $   118.4    $    16.1      $    28.5
                                                                                    ---------        -----          -----
                                                                                    ---------        -----          -----
 
1994
Premiums:
  Life Insurance..................................................................  $    27.3    $     6.0      $    32.8
  Accident and Health Insurance...................................................        9.3          9.3             --
  Annuities.......................................................................       69.9           --            0.2
                                                                                    ---------        -----          -----
  Total earned premiums...........................................................  $   106.5    $    15.3      $    33.0
                                                                                    ---------        -----          -----
                                                                                    ---------        -----          -----
1993
Premiums:
  Life Insurance..................................................................  $    22.4    $     5.6      $    33.3
  Accident and Health Insurance...................................................       12.9         12.9             --
  Annuities.......................................................................       31.3           --            0.7
                                                                                    ---------        -----          -----
  Total earned premiums...........................................................  $    66.6    $    18.5      $    34.0
                                                                                    ---------        -----          -----
                                                                                    ---------        -----          -----
 
<CAPTION>
 
                                                                                       NET
                                                                                     AMOUNT
                                                                                    ---------
 
<S>                                                                                 <C>
1995
Premiums:
  Life Insurance..................................................................  $    48.2
  Accident and Health Insurance...................................................         --
  Annuities.......................................................................       82.6
                                                                                    ---------
  Total earned premiums...........................................................  $   130.8
                                                                                    ---------
                                                                                    ---------
1994
Premiums:
  Life Insurance..................................................................  $    54.1
  Accident and Health Insurance...................................................         --
  Annuities.......................................................................       70.1
                                                                                    ---------
  Total earned premiums...........................................................  $   124.2
                                                                                    ---------
                                                                                    ---------
1993
Premiums:
  Life Insurance..................................................................  $    50.1
  Accident and Health Insurance...................................................         --
  Annuities.......................................................................       32.0
                                                                                    ---------
  Total earned premiums...........................................................  $    82.1
                                                                                    ---------
                                                                                    ---------
</TABLE>
 
                                      F-23
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
10. FINANCIAL INSTRUMENTS
 
ESTIMATED FAIR VALUE
 
The carrying  values  and  estimated  fair values  of  the  Company's  financial
instruments at December 31, 1995 and 1994 were as follows:
 
<TABLE>
<CAPTION>
                                                                      1995                  1994
                                                              --------------------  --------------------
                                                              CARRYING     FAIR     CARRYING     FAIR
                                                                VALUE      VALUE      VALUE      VALUE
                                                              ---------  ---------  ---------  ---------
                                                                              (MILLIONS)
<S>                                                           <C>        <C>        <C>        <C>
Assets:
  Cash and cash equivalents.................................  $   568.8  $   568.8  $   623.3  $   623.3
  Short-term investments....................................       15.1       15.1       98.0       98.0
  Debt securities...........................................   12,720.8   12,720.8   10,191.4   10,191.4
  Equity securities.........................................      257.6      257.6      229.1      229.1
  Limited partnership.......................................         --         --       24.4       24.4
  Mortgage loans............................................       21.2       21.9        9.9        9.9
 
Liabilities:
  Investment contract liabilities:
    With a fixed maturity...................................      989.1    1,001.2      826.7      833.5
    Without a fixed maturity................................    9,511.0    9,298.4    8,122.6    7,918.2
</TABLE>
 
Fair  value estimates are made  at a specific point  in time, based on available
market information  and  judgments  about  the  financial  instrument,  such  as
estimates  of timing and amount of expected future cash flows. Such estimates do
not reflect any premium or discount that could result from offering for sale  at
one time the Company's entire holdings of a particular financial instrument, nor
do  they  consider the  tax impact  of  the realization  of unrealized  gains or
losses. In  many cases,  the fair  value estimates  cannot be  substantiated  by
comparison  to independent markets,  nor can the disclosed  value be realized in
immediate settlement of the instrument.  In evaluating the Company's  management
of  interest  rate  and  liquidity  risk, the  fair  values  of  all  assets and
liabilities should be taken into consideration, not only those above.
 
The following valuation  methods and  assumptions were  used by  the Company  in
estimating the fair value of the above financial instruments:
 
SHORT-TERM INSTRUMENTS:  Fair values are based on quoted market prices or dealer
quotations.  Where quoted market prices are  not available, the carrying amounts
reported in the Consolidated Balance Sheets approximates fair value.  Short-term
instruments  have a maturity date of one year  or less and include cash and cash
equivalents, and short-term investments.
 
DEBT AND EQUITY SECURITIES:   Fair values are based  on quoted market prices  or
dealer  quotations.  Where quoted  market prices  or  dealer quotations  are not
available, fair value  is estimated by  using quoted market  prices for  similar
securities or discounted cash flow methods.
 
                                      F-24
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
10. FINANCIAL INSTRUMENTS (CONTINUED)
MORTGAGE  LOANS:  Fair value is  estimated by discounting expected mortgage loan
cash flows at market rates which reflect the rates at which similar loans  would
be  made to similar borrowers. The  rates reflect management's assessment of the
credit quality and the remaining duration of the loans. The fair value  estimate
of mortgage loans of lower quality, including problem and restructured loans, is
based on the estimated fair value of the underlying collateral.
 
INVESTMENT  CONTRACT LIABILITIES (INCLUDED IN POLICYHOLDERS' FUNDS LEFT WITH THE
COMPANY):
 
WITH A FIXED MATURITY:   Fair value  is estimated by  discounting cash flows  at
interest  rates currently  being offered  by, or  available to,  the Company for
similar contracts.
 
WITHOUT A FIXED MATURITY:  Fair value is estimated as the amount payable to  the
contractholder  upon  demand.  However, the  Company  has the  right  under such
contracts to delay payment of withdrawals which may ultimately result in  paying
an amount different than that determined to be payable on demand.
 
OFF-BALANCE-SHEET   FINANCIAL   INSTRUMENTS   (INCLUDING   DERIVATIVE  FINANCIAL
INSTRUMENTS)
 
During 1995,  the Company  received $0.4  million for  writing call  options  on
underlying  securities. As of  December 31, 1995 there  were no option contracts
outstanding.
 
At December 31, 1995, the Company had  a forward swap agreement with a  notional
amount of $100.0 million and a fair value of $0.1 million.
 
The Company did not have transactions in derivative instruments in 1994.
 
The  Company also holds  investments in certain debt  and equity securities with
derivative characteristics (i.e., including the fact that their market value  is
at  least partially determined by,  among other things, levels  of or changes in
interest rates, prepayment rates, equity markets or credit ratings/spreads). The
amortized cost and fair value of these securities, included in the $13.4 billion
investment portfolio, as of December 31, 1995 was as follows:
 
<TABLE>
<CAPTION>
                                                                                                           AMORTIZED      FAIR
(MILLIONS)                                                                                                   COST         VALUE
                                                                                                          -----------  -----------
<S>                                                                                                       <C>          <C>
Collateralized mortgage obligations.....................................................................   $ 2,383.9   $   2,549.3
Principal-only strips (included above)..................................................................        38.7          50.0
Interest-only strips (included above)...................................................................        10.7          20.7
Structured Notes (1)....................................................................................        95.0         100.3
</TABLE>
 
(1) Represents non-leveraged instruments whose  fair values and credit risk  are
    based  on  underlying  securities,  including  fixed  income  securities and
    interest rate swap agreements.
 
11. COMMITMENTS AND CONTINGENT LIABILITIES
 
COMMITMENTS
 
Through the  normal course  of  investment operations,  the Company  commits  to
either  purchase or sell  securities or money market  instruments at a specified
future date and at a specified  price or yield. The inability of  counterparties
to  honor these  commitments may  result in  either higher  or lower replacement
cost. Also, there is likely to be a change in
 
                                      F-25
<PAGE>
           AETNA LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
         (A wholly owned subsidiary of Aetna Retirement Services, Inc.)
             Notes to Consolidated Financial Statements (continued)
                       December 31, 1995, 1994, and 1993
 
11. COMMITMENTS AND CONTINGENT LIABILITIES (CONTINUED)
the value of the  securities underlying the commitments.  At December 31,  1995,
the  Company had commitments to purchase  investments of $31.4 million. The fair
value of the investments at December 31, 1995 approximated $31.5 million.  There
were no outstanding forward commitments at December 31, 1994.
 
LITIGATION
 
There  were  no material  legal proceedings  pending against  the Company  as of
December 31, 1995 or December 31, 1994 which were beyond the ordinary course  of
business. The Company is involved in lawsuits arising, for the most part, in the
ordinary course of its business operations as an insurer.
 
12. SEGMENT INFORMATION
The  Company's operations are reported through two major business segments: Life
Insurance and Financial Services.
 
Summarized financial information for the  Company's principal operations was  as
follows:
 
<TABLE>
<CAPTION>
(MILLIONS)                                                                                    1995         1994         1993
                                                                                           -----------  -----------  -----------
<S>                                                                                        <C>          <C>          <C>
Revenue:
  Financial services.....................................................................  $   1,129.4  $     946.1  $     892.8
  Life insurance.........................................................................        407.9        386.1        371.7
                                                                                           -----------  -----------  -----------
  Total revenue..........................................................................  $   1,537.3  $   1,332.2  $   1,264.5
                                                                                           -----------  -----------  -----------
Income before federal income taxes:
  Financial services.....................................................................  $     158.0  $     119.7  $     121.1
  Life insurance.........................................................................        102.0         96.8         98.0
                                                                                           -----------  -----------  -----------
  Total income before federal income taxes...............................................  $     260.0  $     216.5  $     219.1
                                                                                           -----------  -----------  -----------
Net income:
  Financial services.....................................................................  $     113.8  $      85.5  $      86.8
  Life insurance.........................................................................         62.1         59.8         56.1
                                                                                           -----------  -----------  -----------
Net income...............................................................................  $     175.9  $     145.3  $     142.9
                                                                                           -----------  -----------  -----------
Assets under management, at fair value:
  Financial services.....................................................................  $  23,224.3  $  17,785.2  $  16,600.5
  Life insurance.........................................................................      2,698.1      2,171.7      2,175.5
                                                                                           -----------  -----------  -----------
  Total assets under management..........................................................  $  25,922.4  $  19,956.9  $  18,776.0
                                                                                           -----------  -----------  -----------
                                                                                           -----------  -----------  -----------
</TABLE>
 
                                      F-26

<PAGE>

                    STATEMENT OF ADDITIONAL INFORMATION

                       VARIABLE ANNUITY ACCOUNT C

                       VARIABLE ANNUITY CONTRACTS

                               ISSUED BY

                AETNA LIFE INSURANCE AND ANNUITY COMPANY

























   
FORM NO. 91846(S)-2                                     ALIAC ED.  MAY 1996
    
<PAGE>


                           VARIABLE ANNUITY ACCOUNT C
                           PART C - OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS
     (a)  Financial Statements:
          (1)    Included in Part A:
                 Condensed Financial Information
          (2)    Included in Part B:
                 Financial Statements of Variable Annuity Account C:
                 -    Independent Auditors' Report
                 -    Statement of Assets and Liabilities as of December 31,
                      1995
                 -    Statement of Operations for the year ended December 31,
                      1995
                 -    Statements of Changes in Net Assets for the years ended
                      December 31, 1995 and 1994
                 -    Notes to Financial Statements
                 Financial Statements of the Depositor:
                 -    Independent Auditors' Report
                 -    Consolidated Statements of Income for the years ended
                      December 31, 1995, 1994 and 1993
                 -    Consolidated Balance Sheets as of December 31, 1995 and
                      1994
                 -    Consolidated Statements of Changes in Shareholder's Equity
                      for the years ended December 31, 1995, 1994 and 1993
                 -    Consolidated Statements of Cash Flows for the years ended
                      December 31, 1995, 1994 and 1993
                 -    Notes to Consolidated Financial Statements

     (b)  Exhibits
          (1)    Resolution of the Board of Directors of Aetna Life Insurance
                 and Annuity Company establishing Variable Annuity Account C(1)
          (2)    Not applicable
          (3.1)  Form of Broker-Dealer Agreement(1)
          (3.2)  Alternative Form of Wholesale Agreement and Related Selling
                 Agreement(1)
   
          (4.1)  Form of Variable Annuity Contract

          (4.2)  Form of Variable Annuity Contract and Certificate 
                 (G-CDA-95(TORP) and GTCC-95(TORP))

          (4.3)  Form of Variable Annuity Contract (G-CDA-IB(AORP))

          (4.4)  Form of Variable Annuity Contract and Certificate 
                 (G-CDA-95(ORP) and GTCC-95(ORP))
    
          (5)    Form of Variable Annuity Contract Application (300-MOP-IB)(2)
          (6)    Certification of Incorporation and By-Laws of Depositor(3)
          (7)    Not applicable
          (8.1)  Fund Participation Agreement (Amended and Restated) between
                 Aetna Life Insurance and Annuity Company, Alger American Fund
                 and Fred Alger Management, Inc. dated March 31, 1995(1)
          (8.2)  Fund Participation Agreement between Aetna Life Insurance and
                 Annuity
<PAGE>

                 Company and Calvert Asset Management Company (Calvert
                 Responsibly Invested Balanced Portfolio formerly Calvert
                 Socially Responsible Series) dated March 13, 1989 and amended
                 December 27, 1993(1)
   
          (8.3)  Fund Participation Agreement between Aetna Life Insurance and
                 Annuity Company and Fidelity Distributors Corporation (Variable
                 Insurance Products Fund) dated February 1, 1994 amended March
                 1, 1996(1)
          (8.4)  Fund Participation Agreement between Aetna Life Insurance and
                 Annuity Company and Fidelity Distributors Corporation (Variable
                 Insurance Products Fund II) dated February 1, 1994 and amended
                 March 1, 1996(1)
    
          (8.5)  Fund Participation Agreement between Aetna Life Insurance and
                 Annuity Company and Franklin Advisers, Inc. dated January 31,
                 1989(1)
   
          (8.6)  Fund Participation Agreement between Aetna Life Insurance and
                 Annuity Company and Janus Aspen Series dated April 19, 1994 and
                 amended March 1, 1996(1)
    
          (8.7)  Fund Participation Agreement between Aetna Life Insurance and
                 Annuity Company and Lexington Management Corporation regarding
                 Natural Resources Trust dated December 1, 1988 and amended
                 February 11, 1991(1)
          (8.8)  Fund Participation Agreement between Aetna Life Insurance and
                 Annuity Company and Advisers Management Trust (now Neuberger &
                 Berman Advisers Management Trust) dated April 14, 1989 and as
                 assigned and modified on May 1, 1995(1)
          (8.9)  Fund Participation Agreement between Aetna Life Insurance and
                 Annuity Company and Scudder Variable Life Investment Fund dated
                 April 27, 1992 and amended February 19, 1993 and August 13,
                 1993(1)
          (8.10) Fund Participation Agreement between Aetna Life Insurance and
                 Annuity Company, Investors Research Corporation and TCI
                 Portfolios, Inc. dated July 29, 1992 and amended December 27,
                 1992 and June 1, 1994(1)
          (9)    Opinion of Counsel(4)
          (10.1) Consent of Independent Auditors
          (10.2) Consent of Counsel
          (11)   Not applicable
          (12)   Not applicable
          (13)   Computation of Performance Data(5)
          (14)   Not applicable
          (15.1) Powers of Attorney(6)
          (15.2) Authorization for Signatures(1)
          (27)   Financial Data Schedule

1.   Incorporated by reference to Post-Effective Amendment No. 5 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed electronically on April
     12, 1996.
2.   Incorporated by reference to Registration Statement on Form N-4 (File No.
     33-91846), as

<PAGE>

     filed on May 1, 1995.
3.   Incorporated by reference to Post-Effective Amendment No. 58 to
     Registration Statement on Form N-4 (File No. 2-52449), as filed
     electronically on February 28, 1994.
4.   Incorporated by reference to Registrant's 24f-2 Notice for fiscal year
     ended December 31, 1995, as filed electronically on February 29, 1996.
5.   Incorporated by reference to Post-Effective Amendment No. 1 to Registration
     Statement on Form N-4 (File No. 33-91846), as filed on August 16, 1995.
6.   Incorporated by reference to Post-Effective Amendment No. 3 to
     Registration Statement on Form N-4 (File No. 33-75974), as filed
     electronically on April 9, 1996.


<PAGE>

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

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

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

Christopher J. Burns          Director and Senior Vice President

Laura R. Estes                Director and Senior Vice President

Gail P. Johnson               Director and Vice President

John Y. Kim                   Director and Senior Vice President

Shaun P. Mathews              Director and Vice President

Glen Salow                    Director Vice President

Creed R. Terry                Director Vice President

Eugene M. Trovato             Vice President and Treasurer,
                              Corporate Controller

Zoe Baird                     Senior Vice President and General
                              Counsel

Diane Horn                    Vice President and Chief Compliance
                              Officer

Susan E. Schechter            Corporate Secretary and Counsel


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

ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
          REGISTRANT

     Incorporated herein by reference to Item 26 of Post-Effective Amendment No.
5 to Registration Statement on Form N-4 (File No. 33-75986) filed on April 12,
1996.


<PAGE>

ITEM 27.  NUMBER OF CONTRACT OWNERS

     As of February 29, 1996, there were 527,607 individuals holding interests
in variable annuity contracts funded through Variable Annuity Account C.

ITEM 28.  INDEMNIFICATION

     Reference is hereby made to Section 33-320a of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and officers of
Connecticut corporations.  The statute provides in general that Connecticut
corporations shall indemnify their officers, directors, employees, agents, and
certain other defined individuals against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses actually incurred in connection with
proceedings against the corporation.  The corporation's obligation to provide
such indemnification does not apply unless (1) the individual is successful on
the merits in the defense of any such proceeding; or (2) a determination is made
(by a majority of the board of directors not a party to the proceeding by
written consent; by independent legal counsel selected by a majority of the
directors not involved in the proceeding; or by a majority of the shareholders
not involved in the proceeding) that the individual acted in good faith and in
the best interests of the corporation; or (3) the court, upon application by the
individual, determines in view of all the circumstances that such person is
reasonably entitled to be indemnified.

     C.G.S. Section 33-320a provides an exclusive remedy: a Connecticut
corporation cannot indemnify a director or officer to an extent either greater
or less than that authorized by the statute, e.g., pursuant to its certificate
of incorporation, bylaws, or any separate contractual arrangement.  However, the
statute does specifically authorize a corporation to procure indemnification
insurance to provide greater indemnification rights.  The premiums for such
insurance may be shared with the insured individuals on an agreed basis.

     Consistent with the statute, Aetna Life and Casualty Company 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, which supplements the indemnification
rights provided by C.G.S. Section 33-320a to the extent such coverage does not
violate public policy.

ITEM 29.  PRINCIPAL UNDERWRITER

     (a)  In addition to serving as the principal underwriter for the
          Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also acts
          as the principal underwriter for Variable Life Account B and Variable
          Annuity Accounts B and G (separate accounts of ALIAC registered as
          unit investment trusts), and Variable Annuity Account I (a separate
          account of Aetna Insurance Company of America registered as a unit
          investment trust).  Additionally, ALIAC is the investment adviser for
          Aetna Variable Fund, Aetna Income Shares, Aetna Variable Encore Fund,
          Aetna Investment Advisers Fund, Inc., Aetna GET Fund, Aetna Series
          Fund, Inc. and Aetna Generation Portfolios, Inc.  ALIAC is also the
          depositor of Variable Life Account B and Variable Annuity Accounts B
          and G.

<PAGE>

     (b)  See Item 25 regarding the Depositor.

     (c)  Compensation as of December 31, 1995:

<TABLE>
<CAPTION>

   (1)               (2)              (3)            (4)             (5)

Name of        Net Underwriting  Compensation on
Principal      Discounts and     Redemption or    Brokerage
Underwriter    Commissions       Annuitization    Commissions    Compensation*
- -----------    ----------------  ---------------  -----------    -------------
<S>            <C>               <C>              <C>            <C>
Aetna Life                        $1,830,629                     $74,341,006
Insurance
and Annuity
Company

</TABLE>

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

ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

     All records concerning contract owners of Variable Annuity Account C 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 complies
          with the provisions of Paragraphs (1) through (4) of the SEC Staff's
          No-Action Letter dated November 22, 1988 with respect to language
          concerning withdrawal restrictions applicable to plans established
          pursuant to Section 403(b) of the Internal Revenue Code.  See American
          Counsel of Life Insurance; SEC No-Action Letter, [1989 Transfer
          Binder] Fed. SEC. L. Rep. (CCH) PARA 78,904 at 78,523 (November 22,
          1988).

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

<PAGE>

                                   SIGNATURES

     As required by the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, the Registrant, Variable Annuity Account C of Aetna Life
Insurance and Annuity Company, certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment
No. 3 to its Registration Statement on Form N-4 (File No. 33-91846) and has duly
caused this Post-Effective Amendment No. 3 to its Registration Statement on Form
N-4 (File No. 33-91846) to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hartford, State of Connecticut, on the 12th day
of April, 1996.

                                             VARIABLE ANNUITY ACCOUNT C OF AETNA
                                             LIFE INSURANCE AND ANNUITY COMPANY
                                                  (REGISTRANT)

                                        By:  AETNA LIFE INSURANCE AND ANNUITY
                                             COMPANY
                                                  (DEPOSITOR)


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

     As required by the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 3 to the Registration Statement on Form N-4 (File No. 33-91846)
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>

Signature                    Title                                                     Date
- ---------                    -----                                                     ----
<S>                          <C>                                                     <C>
Daniel P. Kearney*           Director and President                               )
- ---------------------        (principal executive officer)                        )
Daniel P. Kearney                                                                 )
                                                                                  )
Timothy A. Holt*             Director, Senior Vice President and Chief Financial  )
- ---------------------        Officer                                              )
Timothy A. Holt                                                                   )
                                                                                  )
Eugene M. Trovato*           Vice President and Treasurer, Corporate Controller   )  April
- ---------------------                                                             )  12, 1996
Eugene M. Trovato                                                                 )
                                                                                  )
Christopher J. Burns*        Director                                             )
- ---------------------                                                             )
Christopher J. Burns                                                              )

<PAGE>


Laura R. Estes*              Director                                             )
- ---------------------                                                             )
Laura R. Estes                                                                    )
                                                                                  )
Gail P. Johnson*             Director                                             )
- ---------------------                                                             )
Gail P. Johnson                                                                   )
                                                                                  )
John Y. Kim*                 Director                                             )
- ---------------------                                                             )
John Y. Kim                                                                       )
                                                                                  )
Shaun P. Mathews*            Director                                             )
- ---------------------                                                             )
Shaun P. Mathews                                                                  )
                                                                                  )
Glen Salow*                  Director                                             )
- ---------------------                                                             )
Glen Salow                                                                        )
                                                                                  )
Creed R. Terry*              Director                                             )
- ---------------------                                                             )
Creed R. Terry


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

</TABLE>

<PAGE>

                           VARIABLE ANNUITY ACCOUNT C
                                  EXHIBIT INDEX

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

99-B.3       Form of Broker-Dealer Agreement                               *

   
99-B.4.1     Form of Variable Annuity Contract (G-CDA-IB(ATORP))

99-B.4.2     Form of Variable Annuity Contract and Certificate 
             (G-CDA-95(TORP)) and (GTCC-95(TORP))

99-B.4.3     Form of Variable Annuity Contract (G-CDA-1B (AORP))

99-B.4.4     Form of Variable Annuity Contract and Certificate 
             (G-CDA-95(ORP) and GTCC-95(ORP))
    
99-B.5       Form of Variable Annuity Contract Application (300-           *
             MOP-IB)

99-B.6       Certification of Incorporation and By-Laws of                 *
             Depositor

99-B.8.1     Fund Participation Agreement (Amended and Restated)           *
             between Aetna Life Insurance and Annuity Company,
             Alger American Fund and Fred Alger Management, Inc.
             dated March 31, 1995

99-B.8.2     Fund Participation Agreement between Aetna Life               *
             Insurance and Annuity Company and Calvert Asset
             Management Company (Calvert Responsibly Invested
             Balanced Portfolio formerly Calvert Socially
             Responsible Series) dated March 13, 1989 and amended
             December 27, 1993

99-B.8.3     Fund Participation Agreement between Aetna Life               *
             Insurance and Annuity Company and Franklin Advisers,
             Inc. dated January 31, 1989

*Incorporated by reference

<PAGE>


Exhibit No.  Exhibit                                                     Page
- -----------  -------                                                     ----
   
99-B.8.4     Fund Participation Agreement between Aetna Life               *
             Insurance and Annuity Company and Fidelity
             Distributors Corporation (Variable Insurance Products
             Fund) dated February 1, 1994 and amended March 1,
             1996

99-B.8.5     Fund Participation Agreement between Aetna Life               *
             Insurance and Annuity Company and Fidelity
             Distributors Corporation (Variable Insurance Products
             Fund II) dated February 1, 1994 and amended March 1,
             1996

99-B.8.6     Fund Participation Agreement between Aetna Life               *
             Insurance and Annuity Company and Janus Aspen Series
             dated April 19, 1994 and amended March 1, 1996
    

99-B.8.7     Fund Participation Agreement between Aetna Life               *
             Insurance and Annuity Company and Lexington Management
             Corporation regarding Natural Resources Trust dated
             December 1, 1988 and amended February 11, 1991

99-B.8.8     Fund Participation Agreement between Aetna Life               *
             Insurance and Annuity Company and Advisers Management
             Trust (now Neuberger & Berman Advisers Management
             Trust) dated April 14, 1989 and as assigned and
             modified on May 1, 1995

99-B.8.9     Fund Participation Agreement between Aetna Life               *
             Insurance and Annuity Company and Scudder Variable
             Life Investment Fund dated April 27, 1992 and amended
             February 19, 1993 and August 13, 1993


99-B.8.10    Fund Participation Agreement between Aetna Life               *
             Insurance and Annuity Company, Investors Research
             Corporation and TCI Portfolios, Inc. dated July 29,
             1992 and amended December 27, 1992 and June 1, 1994

99-B.9       Opinion of Counsel                                            *

   
99-B.10.1    Consent of Independent Auditors
    

*Incorporated by reference

<PAGE>

Exhibit No.  Exhibit                                                     Page
- -----------  -------                                                     ----
99-B.10.2    Consent of Counsel                                          ____

99-B.13      Computation of Performance Data                               *

99-B.15.1    Powers of Attorney                                            *

99-B.15.2    Authorization for Signatures                                  *

27           Financial Data Schedule                                     ____

*Incorporated by reference


<PAGE>

[LOGO]                   AETNA LIFE INSURANCE AND ANNUITY COMPANY
                         HOME OFFICE:  151 Farmington Avenue
                         Hartford, Connecticut  06156
                         (800) 525-4225

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

SPECIFICATIONS
- --------------------------------------------------------------------------------
Plan
 OPTIONAL RETIREMENT PROGRAM (ORP)
- --------------------------------------------------------------------------------
Type of Plan
 ORP subject to IRC Section 403(b)
- --------------------------------------------------------------------------------
Contract Holder
 STATE UNIVERSITY SYSTEM
- --------------------------------------------------------------------------------
Contract No.
 SPECIMEN
- --------------------------------------------------------------------------------
Effective Date
 JANUARY 4, 1993
- --------------------------------------------------------------------------------
This Contract is Delivered in           YOUR STATE          and is Subject to
the Laws of that Jurisdiction

THE VARIABLE FEATURES OF THE GROUP CONTRACT ARE DESCRIBED IN PARTS III AND IV.

RIGHT TO CANCEL
- --------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 10 days of receiving it by
returning this Contract along with a written notice to Aetna at the above
address or to the agent from whom it was purchased.  Within 7 days after it
receives the notice of cancellation and this Contract at its Home Office, Aetna
will return the entire consideration paid plus any increase or minus any
decrease in the current value of any funds allocated to the Separate Account.
This page, the following pages, and the application make up the entire Contract.
Signed at the Home Office on the Effective Date.


             /s/ Thomas L. West                    /s/ George N. Gingold

                 Thomas L. West                        George N. Gingold
          Senior Vice President, Annuity                   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.  THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE.  THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.

   
                      FORM NO. G-CDA-IB (ATORP)
    

<PAGE>

SPECIFICATIONS

- --------------------------------------------------------------------------------
GUARANTEED          There is a guaranteed interest rate for Purchase Payments(s)
INTEREST RATE       held in the Fixed Account. (See 3.05) and the GA Account.
                    (See 3.04(d)).
- --------------------------------------------------------------------------------
DEDUCTIONS FROM     There will be deductions for mortality and expense risks and
THE SEPARATE        administrative fees.  (See 3.08 and 4.06.)
ACCOUNT
- --------------------------------------------------------------------------------
DEDUCTION FROM      Purchase Payment(s) are subject to a deduction for premium
PURCHASE            taxes, if any.  (See 3.01.)
PAYMENT(S)

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

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

                                        2

<PAGE>

                                TABLE OF CONTENTS

I.  GENERAL DEFINITIONS
- ---------------------------------------------------------------------------
                                                                            PAGE

1.01   Annuitant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.02   Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.03   Fixed Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.04   Fixed Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.05   Fund(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.06   General Account . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.07   Guaranteed Accumulation Account (GA Account). . . . . . . . . . . . . .5
1.08   Matured Term Value. . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.09   Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.10   Nonunitized Separate Account. . . . . . . . . . . . . . . . . . . . . .5
1.11   Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.12   Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.13   Purchase Payment(s) . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.14   Separate Account. . . . . . . . . . . . . . . . . . . . . . . . . . . .5
1.15   Valuation Period (Period) . . . . . . . . . . . . . . . . . . . . . . .6
1.16   Variable Annuity. . . . . . . . . . . . . . . . . . . . . . . . . . . .6

II. GENERAL PROVISIONS
- --------------------------------------------------------------------------------

2.01   Change of Contract. . . . . . . . . . . . . . . . . . . . . . . . . . .6
2.02   Change of Fund(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .6
2.03   Nonparticipating Contract . . . . . . . . . . . . . . . . . . . . . . .7
2.04   Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.05   State Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.06   Control of Contract . . . . . . . . . . . . . . . . . . . . . . . . . .7
2.07   Designation of Beneficiary. . . . . . . . . . . . . . . . . . . . . . .8
2.08   Misstatements and Adjustments . . . . . . . . . . . . . . . . . . . . .8
2.09   Incontestability. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
2.10   Grace Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
2.11   Individual Certificates . . . . . . . . . . . . . . . . . . . . . . . .8

                                        3

<PAGE>

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------------------------------------------------
                                                                           PAGE

3.01   Net Purchase Payment(s) . . . . . . . . . . . . . . . . . . . . . . . .8
3.02   Individual Account(s) . . . . . . . . . . . . . . . . . . . . . . . . .8
3.03   Limitation on Contributions . . . . . . . . . . . . . . . . . . . . . .9
3.04   Guaranteed Accumulation Account (GA Account). . . . . . . . . . . . . .9
3.05   Guaranteed Interest Rate -- Fixed Account . . . . . . . . . . . . . . 13
3.06   Experience Credits. . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.07   Fund Record Units -- Separate Account . . . . . . . . . . . . . . . . 13
3.08   Net Return Factor(s) -- Separate Account. . . . . . . . . . . . . . . 14
3.09   Fund Record Unit Value -- Separate Account. . . . . . . . . . . . . . 14
3.10   Current Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.11   Transfer of Current Value from the Funds or GA Account. . . . . . . . 15
3.12   Transfer of Current Value from the Fixed Account. . . . . . . . . . . 15
3.13   Notice to the Contract Holder . . . . . . . . . . . . . . . . . . . . 15
3.14   Distribution Options. . . . . . . . . . . . . . . . . . . . . . . . . 16
3.15   Sum Payable at Death (Before Annuity Payments Start). . . . . . . . . 19
3.16   Surrender Value . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.17   Surrender Restrictions. . . . . . . . . . . . . . . . . . . . . . . . 20
3.18   Timing of Distributions . . . . . . . . . . . . . . . . . . . . . . . 21
3.19   Payment of Surrender Value. . . . . . . . . . . . . . . . . . . . . . 21
3.20   Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

IV. ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

4.01   Choices to be Made. . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.02   Annuity Payments to Annuitant . . . . . . . . . . . . . . . . . . . . 23
4.03   Death of Annuitant. . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.04   Fund(s) Annuity Units -- Separate Account . . . . . . . . . . . . . . 24
4.05   Fund(s) Annuity Unit Value - Separate Account . . . . . . . . . . . . 24
4.06   Annuity Net Return Factor(s) -- Separate Account. . . . . . . . . . . 25
4.07   Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

                                        4

<PAGE>

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

1.01   ANNUITANT:                       A person on whose life an Annuity has
                                        been effected under this Contract.

1.02   ANNUITY:                         Payment of an income:

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

1.03   FIXED ACCOUNT:                   An accumulation option with a guaranteed
                                        minimum interest rate.  Aetna may credit
                                        a higher rate which is not guaranteed.

1.04   FIXED ANNUITY:                   An Annuity with payments which do not
                                        vary in amount.

1.05   FUND(S):                         The open-end registered management
                                        investment companies (mutual funds) made
                                        available by Aetna under this Contract.

1.06   GENERAL ACCOUNT:                 The Account holding the assets of Aetna,
                                        other than those assets held in the
                                        Separate Account or the Nonunitized
                                        Separate Account.

1.07   GUARANTEED ACCUMULATION          An accumulation option which guarantees
       ACCOUNT (GA ACCOUNT):            a stipulated rate of interest for a
                                        specified period of time.

1.08   MATURED TERM VALUE:              The amount payable on a GA Account
                                        Term's Maturity Date.

1.09   MATURITY DATE:                   The last day of a GA Account Term.

1.10   NONUNITIZED SEPARATE             An Account set up by Aetna under Title
       ACCOUNT:                         38a, Section 38a-433, of the Connecticut
                                        General Statutes which is used to hold
                                        assets for GA Account Terms greater than
                                        three years.  The Contract Holder does
                                        not participate in the investment gain
                                        or loss from the assets held in this
                                        Account.
1.11   PARTICIPANT:                     A person who participates in the Plan
                                        named on the cover of this Contract.

1.12   PLAN:                            The Plan named on the Contract cover
                                        page.  The Plan is not a part of the
                                        Contract.  Aetna is not bound by the
                                        terms of the Plan.

1.13   PURCHASE PAYMENT(S):             Payments made to Aetna.

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

                                        5

<PAGE>

1.15   VALUATION PERIOD (PERIOD):       The period as of 4:00 p.m. Eastern time
                                        on each day the New York Stock Exchange
                                        is open for business to 4:00 p.m.
                                        Eastern time of the next such business
                                        day, or such other day that one or more
                                        of the Funds determines its net asset
                                        value.

1.16   VARIABLE ANNUITY:                An Annuity with payments that vary with
                                        the net investment results of a Separate
                                        Account.

II. GENERAL PROVISIONS
- --------------------------------------------------------------------------------

2.01   CHANGE OF CONTRACT:              Except as provided below, only an
                                        authorized officer of Aetna may change
                                        the terms of the Contract by notifying
                                        the Contract Holder, in writing, at
                                        least 30 days before the effective date
                                        of the change.  Any change will not
                                        affect the amount or terms of any
                                        Annuity which begins before the change.

                                        Aetna may make a change that affects the
                                        GA Account Market Value Adjustment (see
                                        3.04(g)) with at least 30 days advance
                                        written notice to the Contract Holder.
                                        Any such change shall become effective
                                        for any present or future Participant.

                                        Any change that affects the following
                                        provisions of the Contract will not
                                        apply to existing Individual Accounts:

                                        (a)  Net Purchase Payment(s)
                                        (b)  Guaranteed GA Account Interest Rate
                                        (c)  Guaranteed Interest Rate -- Fixed
                                             Account
                                        (d)  Net Return Factor(s) -- Separate
                                             Account
                                        (e)  Current Value
                                        (f)  Surrender Value
                                        (g)  Fund(s) Annuity Unit Value --
                                             Separate Account.

                                        Any change that affects the Annuity
                                        Options and the tables for the Options
                                        cannot be made:

                                        (1)  Until at least 12 months after the
                                             Effective Date of this Contract;
                                             and

                                        (2)  Until at least 12 months after the
                                             effective date of any such prior
                                             change.

                                        New Participants covered under this
                                        Contract 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 Participants will be
                                        covered under this Contract.  Aetna will
                                        continue to accept Purchase Payments for
                                        the Participants covered under this
                                        Contract before the change.  This
                                        Contract may also be changed as required
                                        by federal or state law.

2.02   CHANGE OF FUND(S):               Aetna, or the Separate Account may:
                                        (a)  Change the Fund(s) which may be
                                             invested in by the Separate
                                             Account; and
                                        (b)  Replace the shares of any Fund(s)
                                             held in the Separate Account with
                                             shares of any other Fund(s).

                                        6

<PAGE>

2.02   CHANGE OF FUND(S)                Changes must be:
       (CONT'D):
                                        (a)  Approved by a majority vote of
                                             persons having an interest in the
                                             Separate Account and the Fund(s);
                                        (b)  Deemed necessary by Aetna under the
                                             Investment Company Act of 1940; or
                                        (c)  Deemed necessary by Aetna to
                                             accomplish the purpose of the
                                             Separate Account.

                                        Aetna will notify the Contract Holder of
                                        any change.

2.03   NONPARTICIPATING                 The Contract Holder, Participants or
       CONTRACT:                        beneficiaries will not have a
                                        right to share in the earnings of Aetna.

2.04   PAYMENTS:                        Aetna will make Annuity payments as and
                                        when due.  Aetna will make other
                                        payments within 7 days of receipt at its
                                        Home Office of a written claim for
                                        payment which is in good order, except
                                        as provided in 3.19.

2.05   STATE LAWS:                      This Contract complies with the laws of
                                        the state in which it is delivered.  Any
                                        cash, death or Annuity payments are
                                        equal to or greater than the minimum
                                        required by such laws.  Annuity tables
                                        for legal reserve valuation shall be as
                                        required by state law.  Such tables may
                                        be different from Annuity tables used to
                                        determine Annuity payments.

2.06   CONTROL OF CONTRACT:             The Contract Holder may make any choices
                                        allowed by this Contract for the
                                        Employer Account and the Employee
                                        Account.  Choices made under this
                                        Contract must be in writing or in a form
                                        satisfactory to Aetna.  Until receipt of
                                        such choices in its Home Office, Aetna
                                        may rely on any previous choices made.
                                        The Plan, however, may allow
                                        Participants to select the investment
                                        option(s) of the Employer Account and/or
                                        the Employee Account.  No distributions
                                        will be made from the Employer Account
                                        or the Employee Account without the
                                        Contract Holder's written direction to
                                        Aetna.  The Contract Holder may direct
                                        Aetna to make an in-service transfer
                                        pursuant to IRS Revenue Ruling 90-24.
                                        Checks for in-service transfers will be
                                        made payable only to the acquiring
                                        investment provider.

                                        (a)  Nontransferable and Nonassignable:
                                             This Contract and any Individual
                                             Accounts are nontransferable and
                                             nonassignable, except to Aetna
                                             pursuant of a "qualified domestic
                                             relations order" as set forth under
                                             the Internal Revenue Code of 1986
                                             (Code), as it may be amended from
                                             time to time.
                                        (b)  Distributions:  With respect to any
                                             distribution made from an Employee
                                             or Employer Account, the Contract
                                             Holder must certify in writing that
                                             the distribution is in accordance
                                             with the terms of the Plan.
                                        (c)  Participant Rights/Employee
                                             Account:  The Participant has a
                                             nonforfeitable right to the value
                                             of his or her Employee Account
                                             pursuant to the Code Section 403(b)
                                             and the terms of the Plan as
                                             interpreted by the Contract Holder
                                             (see 1.12).

                                        7

<PAGE>

2.06   CONTROL OF CONTRACT              (d)  Participant Rights/Employer
       (CONT'D):                             Account:  The Participant has a
                                             nonforfeitable right to the value
                                             of his or her Employer Account
                                             pursuant to the terms of, and to
                                             the extent of his or her vested
                                             percentage under, the Plan as
                                             interpreted by the Contract Holder.
                                             It is the Contract Holder's
                                             responsibility to maintain records
                                             of the Participant's vesting
                                             percentages.  Aetna will not
                                             maintain nor keep such records.

2.07   DESIGNATION OF                   Each Participant shall name the
       BENEFICIARY:                     beneficiary of the Employer and
                                        Employee Account.  Aetna will pay any
                                        portion of the Individual Account(s)
                                        Current Value to the beneficiary as
                                        directed by the Contract Holder.

2.08   MISSTATEMENTS AND                If Aetna finds the age of any payee to
       ADJUSTMENTS:                     be misstated, the correct facts will be
                                        used to adjust payments.

2.09   INCONTESTABILITY:                Aetna cannot cancel this Contract
                                        because of any error of fact on the
                                        application.

2.10   GRACE PERIOD:                    This Contract will remain in effect even
                                        if Purchase Payments are not continued.

2.11   INDIVIDUAL CERTIFICATES:         Aetna shall issue certificates to the
                                        Contract Holder or Participants as
                                        required by the state in which this
                                        Contract is delivered.  The certificate
                                        will summarize certain provisions of the
                                        Contract.  Certificates are for
                                        information only and are not a part of
                                        the Contract.

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------------------------------------------------------

3.01   NET PURCHASE PAYMENT(S):         The actual Purchase Payment less any
                                        premium tax.  Generally, Aetna will
                                        deduct the premium tax when Annuity
                                        benefits are purchased (see Part IV).
                                        If Aetna determines that a premium tax
                                        is due when Purchase Payments are
                                        received or at any other time, it will
                                        deduct the tax at that time.

                                        The Net Purchase Payment(s) may be
                                        credited among:

                                        (a)  The Fixed Account; and
                                        (b)  The Guaranteed Accumulation
                                             Account; and
                                        (c)  The Fund(s) in which the Separate
                                             Account invests.

                                        Aetna must be told the percentage of the
                                        Net Purchase Payment(s) to be applied to
                                        each investment above.

                                        During any calendar year, the Contract
                                        Holder or, if allowed by the Plan, the
                                        Participant may tell Aetna to change the
                                        investment mix twelve times.  Should
                                        Aetna allow additional changes, each may
                                        be subject to a fee of up to $10.

3.02   INDIVIDUAL ACCOUNT(S):           This Contract is issued to the Contract
                                        Holder.  However, Participant's
                                        Individual Accounts are explained below:

                                        8

<PAGE>

3.02   INDIVIDUAL ACCOUNT(S)            Aetna may maintain two Individual
       (CONT'D):                        Accounts for each Participant.
                                        These will be:

                                        (a)  Employer Account:  This Individual
                                             Account will be credited with
                                             employer Net Purchase Payment(s);
                                             and

                                        (b)  Employee Account:  This Individual
                                             Account will be credited with
                                             employee Net Purchase Payment(s),
                                             specifically employee salary
                                             reduction contributions.

                                        In addition to any Purchase Payment(s)
                                        stated to be made to this Contract, a
                                        lump-sum Purchase Payment(s), of not
                                        less than a minimum amount stated by
                                        Aetna, may be made on behalf of one or
                                        more Participants.  Aetna may maintain
                                        an Individual Account for each lump sum
                                        payment.  Such Individual Account(s)
                                        will be designated as an Employer
                                        Account(s) or an Employee Account(s) as
                                        instructed by the Contract Holder.

3.03   LIMITATION ON                    The Purchase Payment(s) made to a
       CONTRIBUTIONS:                   Participant's Individual Account(s) in
                                        any year cannot exceed the lesser of the
                                        amount determined under the exclusion
                                        allowance of Code Section 403(b)(2) or
                                        the annual additions limitation of Code
                                        Section 415(c)(1).  In addition, in no
                                        event may the Purchase Payment(s)
                                        attributable to elective deferrals as
                                        defined in Code Section 402(g) exceed
                                        $9,500 (or, such larger amount as
                                        adjusted by the Secretary of the
                                        Treasury) during any calendar year,
                                        unless the alternate limitation of Code
                                        Section 402(g)(8) applies.

3.04   GUARANTEED ACCUMULATION          The GA Account guarantees stipulated
       ACCOUNT (GA ACCOUNT):            rates of interest for stated periods of
                                        time (see (a), (b), (c) and (d) below).
                                        Amounts withdrawn before the end of a
                                        Guaranteed Term may be subject to a
                                        Market Value Adjustment (MVA) (see (g)
                                        below).

                                        (a)  Deposit Period -- A calendar month,
                                             a calendar quarter, or any other
                                             period of time specified by Aetna
                                             during which Net Purchase
                                             Payment(s) and transfers are
                                             accepted into the GA Account for
                                             one or more Guaranteed Terms.

                                        (b)  Guaranteed Term (Term) -- The
                                             period of time for which interest
                                             rates are guaranteed on Net
                                             Purchase Payment(s) and on
                                             transfers made into the Deposit
                                             Period of the GA Account.  Terms
                                             are offered at Aetna's discretion
                                             for various lengths of time ranging
                                             up to and including ten years.

                                        (c)  Guaranteed Term Classifications --
                                             The grouping of Terms according to
                                             their time to maturity.  The
                                             following are the Classifications:

                                             (1)  Short-Term:  Terms of up to
                                                  and including 3 years; or

                                             (2)  Long-Term:  Terms of greater
                                                  than 3 years and up to and
                                                  including 10 years.

                                        9

<PAGE>

3.04   GUARANTEED ACCUMULATION               During a Deposit Period, Aetna may
       ACCOUNT (GA ACCOUNT)                  make available one or more Terms
       (CONT'D):                             within a Classification.  The
                                             Contract Holder or, if allowed by
                                             the Plan, the Participant has the
                                             option to allocate Net Purchase
                                             Payment(s) and transfers into any
                                             or all of the available Deposit
                                             Period Terms.  If no specific
                                             direction is given, Net Purchase
                                             Payment(s) and transfers will go
                                             into available Terms on a pro rata
                                             basis within the Classification(s)
                                             previously chosen by the Contract
                                             Holder.  At least one Term in the
                                             Short-Term Classification will be
                                             available each Deposit Period.

                                        (d)  Guaranteed GA Account Interest
                                             Rates (Guaranteed Rates) --Aetna
                                             will declare all interest rate(s)
                                             applicable to a specific Term at
                                             the start of the Deposit Period for
                                             that Term.  These rate(s) are
                                             guaranteed by Aetna for that
                                             Deposit Period and the ensuing Term
                                             and are not based on the actual
                                             investment experience of the
                                             underlying assets in the GA
                                             Account.  The Guaranteed Rates are
                                             annual effective yields.  The
                                             interest is credited daily at a
                                             rate that will produce the
                                             guaranteed annual effective yield
                                             over the period of a year.  No
                                             annual rate will ever be less than
                                             3%.

                                             For Terms of one year or less, one
                                             Guaranteed Interest Rate is set and
                                             announced for that full Term.  For
                                             other Terms, there may be two or
                                             more rates.

                                             The rate(s) will be set and
                                             announced prior to the Deposit
                                             Period for that Term and will not
                                             be subject to change.

                                        (e)  Withdrawals from GA Account -- Full
                                             or partial surrenders may be
                                             requested at any time from the GA
                                             Account.  However, amounts
                                             withdrawn prior to the Maturity
                                             Date of a Term to satisfy a
                                             surrender request may be subject to
                                             an MVA (see (g) below).

                                             Full and partial surrenders are
                                             satisfied by withdrawing amounts
                                             from each of the investment options
                                             in which the Individual Account is
                                             invested (the Fund(s), the Fixed
                                             Account, the GA Account Short-Term
                                             Classification and the GA Account
                                             Long-Term Classification) on a pro
                                             rata basis.  However, the Contract
                                             Holder may specify a particular
                                             order in which investment options
                                             will be liquidated in order to
                                             satisfy a partial surrender
                                             request.

                                             For purposes of withdrawals, Terms
                                             within the GA Account Short-Term
                                             and Long-Term Classifications are
                                             considered as two separate
                                             investment options.  Amounts will
                                             be removed within a GA Account
                                             Classification starting with the
                                             Term still in effect with the
                                             oldest Deposit Period.

                                             Amounts may be transferred at any
                                             time subject to Contract
                                             specifications (see 3.11 or 3.12
                                             below).  Amounts transferred prior
                                             to the Maturity Date of a Term are
                                             subject to an MVA (see (g) below).
                                             Fund(s) will be removed within the
                                             elected Classification starting
                                             with the Term still in effect with
                                             the oldest Deposit Period.

                                       10

<PAGE>

3.04   GUARANTEED ACCUMULATION          During the Deposit Period and the
       ACCOUNT (GA ACCOUNT)             90 days following the close of
       (CONT'D):                        the Deposit Period, any amounts applied
                                        to the GA Account during that Deposit
                                        Period may not be withdrawn unless due
                                        to:

                                             (1)  A full or partial surrender;
                                             (2)  A payment of a premium for an
                                                  Annuity Option; or
                                             (3)  The Sum Payable at Death
                                                  provision.

                                        (f)  Maturity Date/Reinvestment -- The
                                             Contract Holder or Participant, as
                                             applicable, will be mailed a notice
                                             at least 18 calendar days before a
                                             Term's Maturity Date.  This notice
                                             will contain the current Deposit
                                             Period's Guaranteed Rate(s),
                                             Term(s) and projected Matured Term
                                             Value.

                                             The Matured Term Value may be
                                             surrendered or transferred on the
                                             Term's Maturity Date without an
                                             MVA.  If no specific direction is
                                             given by the Contract Holder or
                                             Participant, as applicable, prior
                                             to the Maturity Date, each Matured
                                             Term Value will be reinvested in a
                                             Term of the same duration.  In the
                                             event that a Term of the same
                                             duration is unavailable, each
                                             Matured Term Value will
                                             automatically be reinvested in the
                                             next shortest Term available in the
                                             same Classification during the then
                                             current Deposit Period.  If
                                             however, only one Term is available
                                             within the Classification, then the
                                             Matured Term Value will
                                             automatically be reinvested in that
                                             Term.  Within two business days
                                             after the Maturity, the Contract
                                             Holder or Participant, as
                                             applicable, will be mailed a
                                             confirmation statement.  This
                                             statement will state the Term and
                                             Guaranteed Rate(s) which will apply
                                             to the reinvested Matured Term
                                             Value.

                                             During the calendar month following
                                             the Term's Maturity Date, one
                                             exception is allowed to the 90 day
                                             transfer restriction and MVA under
                                             (e) and (g).  This exception is
                                             applicable to each Matured Term
                                             Value plus any interest accrued
                                             thereon, provided no part of the
                                             Matured Term Value was transferred
                                             on the Maturity Date.

                                             During this calendar month period,
                                             the Contract Holder or Participant,
                                             as applicable, may notify Aetna's
                                             Home Office to transfer or
                                             surrender all or part of the
                                             Matured Term Value plus any
                                             interest accrued thereon from the
                                             GA Account without an MVA.  This
                                             provision only applies to the first
                                             such request received from the
                                             Contract Holder during this period
                                             for any Matured Term Value.  The
                                             Matured Value plus any interest
                                             accrued thereon may be transferred
                                             upon such request without an MVA:

                                             (1)  To any other Terms of the GA
                                                  Account available in the
                                                  current Deposit Period; or
                                             (2)  To any other allowable
                                                  Fund(s).

                                             If no such notification is given,
                                             the Matured Term Value will remain
                                             subject to the terms and conditions
                                             of the new Term.  All surrender and
                                             transfer requests will be processed
                                             as of the date they are received in
                                             good order at Aetna's Home Office.


                                       11

<PAGE>

3.04   GUARANTEED ACCUMULATION          (g)  Market Value Adjustment (MVA) --
       ACCOUNT (GA ACCOUNT)                  There will be an MVA for a
       (CONT'D):                             withdrawal from the GA Account
                                             before the end of a Term when the
                                             withdrawal is due to:

                                             (1)  A transfer;
                                             (2)  A full or partial surrender;
                                                  or
                                             (3)  A payment of a premium for
                                                  Annuity Option 2.

                                             The amount of the withdrawal will
                                             be adjusted to a market value
                                             amount as described below.

                                             The market value adjusted amount
                                             will be equal to the amount
                                             withdrawn multiplied by the
                                             following ratio:
                                                                            x
                                                  (1 + i) TO THE POWER OF  ---
                                                                           365
                                                -------------------------------
                                                                            x
                                                  (1 + j) TO THE POWER OF  ---
                                                                           365
                                             Where:
                                                 i   is the Deposit Yield
                                                 j   is the Current Yield
                                                 x   is the number of days
                                                     remaining, (computed from
                                                     Wednesday of the week of
                                                     withdrawal) in the
                                                     Guaranteed Term.

                                             The Deposit Period Yield will be
                                             determined as follows:

                                             -    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.

                                             -    The Deposit Period Yield is
                                                  the average of those yields
                                                  for the Deposit Period.  If
                                                  withdrawal is made prior to
                                                  the close of the Deposit
                                                  Period, it is the average of
                                                  those yields on each week
                                                  preceding withdrawal.

                                             The Current Yield is the average of
                                             the yields on the last business day
                                             of the week preceding withdrawal on
                                             the same U.S. Treasury Notes
                                             included in the Deposit Period
                                             Yield.

                                             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 a following quarter.

                                             Full and partial surrenders as well
                                             as transfers made within six months
                                             of the Participant's date of death
                                             under the Sum Payable at Death
                                             provision will be the greater of:

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3.04   GUARANTEED ACCUMULATION          -    The aggregate MVA amount which is
       ACCOUNT (GA ACCOUNT)                  the sum of all market value
       (CONT'D):                             adjusted amounts calculated due to
                                             a withdrawal of amounts (for
                                             surrender or transfer) from Terms
                                             prior to the end of those Terms.
                                             The aggregate MVA may be either
                                             positive or negative; or

                                        -    The applicable portion of the
                                             Current Value in the GA Account.

                                             After the six month period, the
                                             surrender or transfer will be the
                                             aggregate MVA amount (i.e.,
                                             including all MVAs).

                                             The greater of the aggregate MVA
                                             amount or the applicable portion of
                                             the Current Value in the GA Account
                                             is applied to amounts withdrawn
                                             from the GA Account for payment of
                                             a premium under Annuity Options 3
                                             or 4.

                                             Aetna may make any change to the
                                             MVA with 30 days advance written
                                             notice to the Contract Holder.  Any
                                             such change shall become effective
                                             for Purchase Payment(s), transfers
                                             or reinvestments made to any new
                                             Term by any present or future
                                             Participant.

                                        (h)  Deposits to the GA Account -- All
                                             amounts in the GA Account under the
                                             Short-Term Classification are made
                                             to the General Account.

                                             All amounts in the GA Account under
                                             the Long-Term Classifications are
                                             made to a Nonunitized Separate
                                             Account.  There are no discrete
                                             units for this Nonunitized Separate
                                             Account.  The Contract Holder or
                                             Participant, as applicable, does
                                             not participate in the gain or loss
                                             from the assets held in the
                                             Nonunitized Separate Account.  Such
                                             gain or loss is borne entirely by
                                             Aetna.  These assets may be
                                             chargeable with liabilities arising
                                             out of any other business of Aetna.

                                             For Terms under both the Short-Term
                                             and Long-Term Classifications,
                                             Aetna guarantees stipulated
                                             interest rates to be credited to
                                             the GA Account.  All assets of
                                             Aetna including amounts made to the
                                             GA Account are available to meet
                                             the guarantees under the GA
                                             Account.

3.05   GUARANTEED INTEREST              On any Purchase Payment(s) made to the
       RATE -- FIXED ACCOUNT:           Fixed Account, Aetna will add interest
                                        daily at any annual rate no less than
                                        3%.  Aetna may add interest daily at any
                                        higher rate determined by its Board of
                                        Directors.

3.06   EXPERIENCE CREDITS:              Aetna may apply Experience Credits under
                                        this Contract.  Any such Credits will be
                                        computed as decided by Aetna.

3.07   FUND RECORD UNITS --             The portion of the Net Purchase
       SEPARATE ACCOUNT:                Payment(s) applied to the Separate
                                        Account will determine the number of
                                        each Fund's Record Units.  This number
                                        is equal to the Net Purchase Payment

                                       13

<PAGE>

3.07   FUND RECORD UNITS --             applied to the Fund divided by the Fund
       SEPARATE ACCOUNT                 Record Unit Value (see 3.09) for the
       (CONT'D):                        Valuation Period in which the Purchase
                                        Payment is  received in good order.

3.08   NET RETURN FACTOR(S) --          The Net Return Factors are used to
       SEPARATE ACCOUNT:                compute all Separate Account Values and
                                        payments for any Fund.

                                        The Net Return Factor for each Fund is
                                        equal to 1.0000000 plus the Net Return
                                        Rate.

                                        The Net Return Rate is equal to:

                                        (a)  The value of the shares of the Fund
                                             held by the Separate Account at the
                                             end of a Valuation Period; minus
                                        (b)  The value of the shares of the Fund
                                             held by the Separate Account at the
                                             start of the Valuation Period; plus
                                             or minus
                                        (c)  Taxes (or reserves for taxes) on
                                             the Separate Account (if any); 
                                             divided by
                                        (d)  The total value of the Fund Record
                                             Units and Fund Annuity Units of the
                                             Separate Account at the start of
                                             the Valuation Period; minus
                                        (e)  A daily actuarial charge at an
                                             annual effective rate of 1.40% for
                                             Annuity mortality and expense risks
                                             and asset based sales charge and
                                             profit and a daily administrative
                                             charge which will not exceed 0.25%
                                             on an annual effective basis.  The
                                             administrative charge may be
                                             changed annually except for amounts
                                             which have been used to purchase an
                                             Annuity.

                                        A Net Return Rate may be more or less
                                        than 0.

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

3.09   FUND RECORD UNIT VALUE --        Each Fund's Record Unit Value is
       SEPARATE ACCOUNT:                computed by multiplying the Net
                                        Return Factor for the current Valuation
                                        Period by the Fund's Record Unit Value
                                        for the previous Period.  The dollar
                                        value of a Fund's Record Unit, Separate
                                        Account assets, and Variable Annuity
                                        payments may go up or down due to
                                        investment gain or loss.

3.10   CURRENT VALUE:                   The Current Value is equal to:

                                        (a)  Any amounts in the Fixed Account,
                                             including Fixed Account interest
                                             added by Aetna; plus
                                        (b)  Any amounts in the GA Account,
                                             including GA Account interest added
                                             by Aetna; plus
                                        (c)  The sum of any Separate Account
                                             Record Unit Value(s);
                                        (d)  Any amount due to Experience
                                             Credits.

                                        Current Value does not include amounts
                                        used to elect an Annuity.

                                       14

<PAGE>

3.11   TRANSFER OF CURRENT VALUE        Before an Annuity Option is elected, all
       FROM THE FUNDS OR GA             or any portion of the  Current Value may
       ACCOUNT:                         be transferred from any Fund or the GA
                                        Account to:

                                        (a)  Any other Fund;
                                        (b)  The Fixed Account; or
                                        (c)  The GA Account's current Deposit
                                             Period.

                                        Amounts in a specific GA Account Term
                                        cannot be transferred to the Deposit
                                        Period of another Term within the same
                                        Classification except at the Term's
                                        Maturity.

                                        Amounts applied to Classifications of
                                        the GA Account may not be transferred to
                                        the Fund(s) or the Fixed Account during
                                        the Deposit Period or for 90 days after
                                        the close of the Deposit Period.

                                        Transfers from the GA Account  are
                                        subject to the Withdrawal and Market
                                        Value Adjustment provisions.  (See 3.04
                                        (e) and (g).)

                                        For each Individual Account, twelve
                                        transfers of Current Value (excluding
                                        transfers from the GA Account at the end
                                        of a Guaranteed Term) can be made during
                                        a calendar year period.  Should Aetna
                                        allow additional transfers, each may be
                                        subject to a fee of up to $10.

3.12   TRANSFER OF CURRENT VALUE        Before an Annuity Option is elected, up
       FROM THE FIXED ACCOUNT:          to 20% of the Current Value held in the
                                        Fixed Account may be transferred to any
                                        Fund(s) or the GA Account's current
                                        Deposit Period(s).  Such transfer will
                                        be:

                                        (a)  Without charge; and
                                        (b)  Allowed once per calendar year.

                                        The Current Value of the Fixed Account,
                                        as used above, is the value when the
                                        request is received at the Home Office
                                        of Aetna.

3.13   NOTICE TO THE CONTRACT           Aetna will notify the Contract Holder or
       HOLDER:                          Participant, as applicable, each year
                                        of:

                                        (a)  The value of any amounts held in:

                                             (1)  The Fixed Account;
                                             (2)  The GA Account;
                                             (3)  The Fund(s) for the Separate
                                                  Account;

                                        (b)  The number of any Fund(s) Record
                                             Units; and
                                        (c)  The Fund(s) Record Unit Value(s).

                                        Such number or values will be as of a
                                        date no more than 60 days before the
                                        date of the notice.


                                       15

<PAGE>

3.14   DISTRIBUTION OPTIONS:            The following distribution options may
                                        be elected by the Contract Holder on
                                        behalf of the Participant.

                                        (a)  Estate Conservation Option (ECO):
                                             A distribution option under which a
                                             portion of the Individual
                                             Account(s) Current Value will
                                             automatically be surrendered and
                                             distributed each year.

                                             (1)  An ECO payment will be
                                                  determined in the following
                                                  manner:

                                                  (a)  Payments will commence no
                                                       earlier than the year in
                                                       which the Participant
                                                       attains age 70 1/2 and
                                                       will be calculated on the
                                                       full Current Value of the
                                                       Individual Account(s),
                                                       except as provided in
                                                       "b".

                                                  (b)  If Aetna maintains
                                                       separate records of the
                                                       value of the Account as
                                                       of December 31, 1986,
                                                       (see below) and the
                                                       Participant has retired,
                                                       payments made in or after
                                                       the year age 70 1/2 was
                                                       attained (or retirement,
                                                       if later) but before the
                                                       year age 75 is attained
                                                       will only be calculated
                                                       on amounts contributed
                                                       after December 31, 1986,
                                                       plus all earnings on all
                                                       amounts after that date.
                                                       The method under this
                                                       rule is elected by the
                                                       Contract Holder and will
                                                       no longer be effective if
                                                       the Contract Holder
                                                       submits a withdrawal
                                                       request in addition to a
                                                       scheduled ECO payment
                                                       from the Individual
                                                       Account(s), at which time
                                                       ECO payments will then be
                                                       determined under "a".

                                                       Aetna will maintain
                                                       separate records if the
                                                       Contract Holder has not
                                                       requested any withdrawals
                                                       from the Participant's
                                                       Individual Account(s)
                                                       since December 31, 1986.

                                             (2)  Amount of Distribution:  Each
                                                  year that ECO is in effect,
                                                  Aetna will calculate and
                                                  distribute an amount equal to
                                                  the minimum required
                                                  distribution under the Code.
                                                  The annual distribution will
                                                  be determined by dividing the
                                                  Individual Account(s) Current
                                                  Value, as of December 31 of
                                                  the year prior to the year for
                                                  which the payment is to be
                                                  made, by a life expectancy
                                                  factor.

                                                  As elected by the Contract
                                                  Holder, the factor is either
                                                  the single life or joint life
                                                  expectancy based on tables in
                                                  Section 401(a)(9) of the Code
                                                  or related regulations.  If
                                                  joint life expectancy is
                                                  elected and the Participant or
                                                  spouse dies, payments will be
                                                  calculated based on the
                                                  survivor's life expectancy.

                                                  The calculations may be
                                                  changed as necessary to comply
                                                  with the Code minimum
                                                  distribution rules.  The joint
                                                  life expectancy factor can
                                                  only be elected based on the
                                                  joint life expectancy of the
                                                  Participant and his or her
                                                  spouse,

                                       16

<PAGE>

3.14   DISTRIBUTION OPTIONS                       and such spouse must be named
       (CONT'D):                                  as the beneficiary of any
                                                  death benefits under the
                                                  Contract while ECO is in
                                                  effect.

                                             (3)  Minimum Current Value:  At its
                                                  discretion, Aetna may require
                                                  a minimum initial Current
                                                  Value for election of this
                                                  option.  If after election of
                                                  this option the Current Value
                                                  is insufficient to make a
                                                  scheduled ECO payment, Aetna
                                                  will distribute the entire
                                                  balance of the Individual
                                                  Account(s).

                                             (4)  Date of Distribution:  The
                                                  Contract Holder shall specify
                                                  the initial distribution date.
                                                  The earliest date is the first
                                                  day of the calendar year in
                                                  which the Participant attains
                                                  age 70 1/2.  Subsequent
                                                  distributions will be made
                                                  annually on the 15th of the
                                                  month the initial payment was
                                                  made or such other date Aetna
                                                  may designate or allow.

                                             (5)  Elections and Revocation:  ECO
                                                  may be elected by the Contract
                                                  Holder, on behalf of the
                                                  Participant, by submitting a
                                                  completed and signed election
                                                  form to Aetna's Home Office.
                                                  The Contract Holder must also
                                                  certify in writing that the
                                                  distribution is in accordance
                                                  with the terms of the Plan.

                                                  Once elected, this option may
                                                  be revoked by the Contract
                                                  Holder by submitting a written
                                                  request to Aetna at its Home
                                                  Office.  Any revocation will
                                                  apply only to amounts not yet
                                                  paid.  ECO may be elected only
                                                  once per Participant.

                                             (6)  Reservation of Rights:  Aetna
                                                  reserves the right to change
                                                  the terms of ECO for future
                                                  elections and discontinue the
                                                  availability of this option
                                                  after proper notification.
                                                  Aetna also reserves the right
                                                  to allow payments to be made
                                                  more frequently than annually.

                                        (b)  Systematic Withdrawal Option (SWO):
                                             A distribution option under which a
                                             portion of the Individual
                                             Account(s) Current Value
                                             attributable to a particular
                                             Participant will automatically be
                                             surrendered and distributed each
                                             year.

                                             (1)  Amount of Distribution:  The
                                                  Contract Holder may elect one
                                                  of the two payment methods
                                                  described below.

                                                  (a)  Specified Amount:
                                                       Payments of a designated
                                                       dollar amount which must
                                                       be no greater than 10% of
                                                       the initial Current Value
                                                       and shall remain constant
                                                       unless a higher amount is
                                                       required under Code
                                                       minimum distribution
                                                       rules.  Each year that
                                                       the Specified Amount is
                                                       in effect, Aetna will
                                                       calculate the minimum
                                                       required distribution
                                                       under the Code and
                                                       distribute this amount if
                                                       it is larger than the
                                                       amount elected by the
                                                       Contract Holder.

                                       17

<PAGE>

3.14   DISTRIBUTION OPTIONS                            The life expectancy
       (CONT'D):                                       factor for this purpose
                                                       will be the Participant's
                                                       life expectancy at the
                                                       time of the election of
                                                       this option, and with
                                                       each subsequent calendar
                                                       year the factor will be
                                                       reduced by one.  The
                                                       minimum required
                                                       distribution will be
                                                       determined by dividing
                                                       the Individual Account(s)
                                                       Current Value as of
                                                       December 31 of the year
                                                       prior to the year for
                                                       which the payment is to
                                                       be made, by a life
                                                       expectancy factor.  At
                                                       its discretion, Aetna may
                                                       require a minimum initial
                                                       payment amount; or

                                                  (b)  Specified Period:
                                                       Payments which are made
                                                       over a period of time
                                                       which must be at least 10
                                                       years, unless otherwise
                                                       required by Code minimum
                                                       distribution rules.  The
                                                       maximum specified period
                                                       will be limited by the
                                                       Code minimum distribution
                                                       rules.  The annual amount
                                                       paid each year is
                                                       calculated by dividing
                                                       the Individual Account(s)
                                                       Current Value as of
                                                       December 31 of the prior
                                                       year, by the number of
                                                       payment years remaining.

                                                       The life expectancy
                                                       factor is either the
                                                       single life or joint life
                                                       expectancy, as elected by
                                                       the Contract Holder,
                                                       based on tables in
                                                       Section 401(a)(9) of the
                                                       Code or related
                                                       regulations.  If the
                                                       joint life expectancy is
                                                       elected, upon the death
                                                       of either the Participant
                                                       or the spouse, the
                                                       minimum required
                                                       distribution for the
                                                       Specified Amount payment
                                                       method will continue to
                                                       be calculated in the same
                                                       manner as described in
                                                       (b)(1).  Payments upon
                                                       the Participant's death
                                                       will continue to be
                                                       calculated in the same
                                                       manner described above,
                                                       unless the Contract
                                                       Holder on behalf of the
                                                       Participant's spouse
                                                       elects an alternate
                                                       payment mode.  Any mode
                                                       elected must provide
                                                       payments to be made at
                                                       least as rapidly as those
                                                       made prior to the
                                                       Participant's death.

                                                       These calculations may be
                                                       changed as necessary to
                                                       comply with the Code
                                                       minimum distribution
                                                       rules.  The joint life
                                                       expectancy factor can
                                                       only be elected based on
                                                       the joint life expectancy
                                                       of the Participant and
                                                       his or her spouse, and
                                                       such spouse must be named
                                                       as the Plan beneficiary
                                                       of any death benefits
                                                       under the Contract while
                                                       SWO is in effect.


                                             (2)  Minimum Initial Current Value:
                                                  At its discretion, Aetna may
                                                  require a minimum initial
                                                  Current Value for election of
                                                  this option.  If after
                                                  election of this option the
                                                  Current Value is insufficient
                                                  to make a scheduled SWO
                                                  payment, Aetna will distribute
                                                  the entire balance of the
                                                  Individual Account.

                                       18

<PAGE>

3.14   DISTRIBUTION OPTIONS                  (3)  Date of Distribution:  The
       (CONT'D):                                  Contract Holder shall specify
                                                  the initial date.  The
                                                  earliest date is the first day
                                                  of the calendar year in which
                                                  the Participant attains age 70
                                                  1/2.  Subsequent distributions
                                                  will be made annually on the
                                                  15th of the month the initial
                                                  payment was made or such other
                                                  date Aetna may designate or
                                                  allow.

                                             (4)  Election and Revocation: SWO
                                                  may be elected by the Contract
                                                  Holder by submitting a
                                                  completed and signed election
                                                  form to Aetna's Home Office.
                                                  The Contract Holder must
                                                  certify in writing that the
                                                  distribution is in accordance
                                                  with the terms of the Plan.

                                                  Once elected, this option may
                                                  be revoked by the Contract
                                                  Holder by submitting a written
                                                  request to Aetna at its Home
                                                  Office.  Any revocation will
                                                  apply only to amounts not yet
                                                  paid.  SWO may be elected only
                                                  once.

                                             (5)  Reservation of Rights:  Aetna
                                                  reserves the right to change
                                                  the terms of SWO for future
                                                  elections and discontinue the
                                                  availability of this option
                                                  after proper notification.
                                                  Aetna also reserves the right
                                                  to allow payments to be made
                                                  more frequently than annually.

3.15   SUM PAYABLE AT DEATH             Aetna will pay any portion of the
       (BEFORE ANNUITY PAYMENTS         Individual Account(s) Current
       START):                          Value to the beneficiary and in the
                                        manner directed in writing by
                                        the Contract Holder when:

                                        (a)  The Participant dies before Annuity
                                             payments start; and
                                        (b)  The notice of death is received in
                                             good order by Aetna.

                                        For each Individual Account, the death
                                        benefit is guaranteed to be the greater
                                        of:

                                        (a)  The Current Value of the Individual
                                             Account plus aggregate positive
                                             MVA, as applicable, on the date the
                                             notice of death and the request for
                                             payment are received in good order
                                             at Aetna's Home Office; or

                                        (b)  The total of Net Purchase
                                             Payment(s) made to each Individual
                                             Account minus the total of all
                                             partial surrenders or
                                             annuitizations made from each
                                             Account.

                                        This guaranteed death benefit is
                                        available only to beneficiaries who
                                        request either a lump sum payment or an
                                        Annuity Option within the first six
                                        months after the date of the
                                        Participant's death.

                                        If the payee of the death proceeds is
                                        the Participant's surviving spouse (as
                                        the Participant's designated
                                        beneficiary), the first Annuity payment
                                        or the lump sum payment may be deferred
                                        to a date not later than when the
                                        Participant would have attained age 70
                                        1/2 or such later date as may be allowed
                                        under federal law or regulations.  If
                                        the beneficiary is not the surviving
                                        spouse, all of the

                                       19

<PAGE>

3.15   SUM PAYABLE AT DEATH             Current Value must either be applied to
       (BEFORE ANNUITY PAYMENTS         an Annuity Option within one year of the
       START) (CONT'D):                 Participant's death or be paid to the
                                        payee within 5 years of the
                                        Participant's death (see Part IV).

                                        In no event may any payments to the
                                        beneficiary under an Annuity Option
                                        extend beyond:

                                        (a)  The life of the payee determined as
                                             of the date payments are to
                                             commence; or
                                        (b)  Any certain period greater than the
                                             payee's life expectancy as
                                             determined by regulations under
                                             Code Section 401(a)(9) as of the
                                             date payments are to begin.

3.16   SURRENDER VALUE:                 The amount payable by Aetna upon the
                                        surrender of any portion on an
                                        Individual Account will be the value of
                                        the Individual Account at the end of the
                                        Valuation Period in which the surrender
                                        request is received at Aetna's Home
                                        Office.  Partial surrenders of an
                                        Individual Account's Fixed Account value
                                        may not exceed 20% of the Fixed Account
                                        Value during any calendar year.  Any
                                        portion of a full surrender of an
                                        Individual Account which is in the Fixed
                                        Account will be paid in five annual
                                        installments in accordance with Section
                                        3.19.

                                        For a partial or full surrender from any
                                        Individual Account, Aetna must receive
                                        written direction from the Contract
                                        Holder on a form acceptable to Aetna.
                                        Aetna may defer payment of the surrender
                                        value until appropriate Contract Holder
                                        direction is received.

3.17   SURRENDER RESTRICTIONS:          Limitations apply to full and partial
                                        surrenders of any Restricted Amount
                                        under this Contract, as required by Code
                                        Section 403(b)(11).  The Restricted
                                        Amount is the sum of:

                                        (a)  Net Purchase Payments attributable
                                             to Participant salary reduction
                                             contributions made on and after
                                             January 1, 1989, if any; plus
                                        (b)  The net increase, if any, in the
                                             Current Value of the Employee
                                             Account after December 31, 1988
                                             attributable to investment gains
                                             and losses and credited interest.

                                        The Restricted Amount may be fully or
                                        partially surrendered only if one or
                                        more of the following conditions are
                                        met:

                                        (a)  The Participant has reached age 59
                                             1/2;
                                        (b)  The Participant has separated from
                                             service;
                                        (c)  The Participant has died;
                                        (d)  The Participant has become
                                             disabled, within the meaning of
                                             Code Section 72(m)(7); or
                                        (e)  The withdrawal is otherwise allowed
                                             by federal law, regulations or
                                             rulings.

                                        A full or partial surrender is also
                                        allowed if the Participant incurs a
                                        "hardship" as that term is defined in
                                        the Code or regulations under Code
                                        Section 403(b).

                                       20

<PAGE>

3.17   SURRENDER RESTRICTIONS           However, the amount available for
       (CONT'D):                        hardship is limited to the lesser
                                        of the amount necessary to satisfy the
                                        need, or the Net Purchase Payments
                                        attributable to Participant salary
                                        reduction contributions made on and
                                        after January 1, 1989.

                                        The Contract Holder must certify that
                                        one of these conditions has been met
                                        before a surrender request will be
                                        considered to be in good order.  The
                                        Contract Holder must notify Aetna in
                                        writing when a lump sum payment is to be
                                        made or Annuity payments are to
                                        commence.

                                        If, pursuant to Revenue Ruling 90-24,
                                        amounts are transferred to this Contract
                                        from a Code Section 403(b)(7) custodial
                                        account, the December 31, 1988 value
                                        from such transferred amount may be
                                        distributed upon the Contract Holder's
                                        request.  The Contract Holder must
                                        certify that one of the conditions
                                        mentioned above has been met or that the
                                        Participant  has incurred a hardship.
                                        The remaining transferred value from the
                                        Employee Account will be considered a
                                        Restricted Amount subject to the
                                        Surrender Restrictions of this
                                        subsection.

3.18   TIMING OF DISTRIBUTIONS:         The distribution of benefits accrued
                                        after December 31, 1986, must be made in
                                        a lump sum or must begin not later than
                                        the April 1 of the calendar year
                                        following the calendar year in which the
                                        Participant attains age 70 1/2 or
                                        retires, whichever occurs later.

                                        The required distribution described in
                                        either of the above rules must be made
                                        over the life of the Participant (or the
                                        joint lives of the Participant and the
                                        beneficiary) or over a period not
                                        exceeding the life expectancy of the
                                        Participant (or the joint life
                                        expectancies of the Participant and the
                                        beneficiary).

                                        If the Contract Holder does not request
                                        commencement of benefits as described
                                        above, Aetna will not be responsible for
                                        compliance with the Code Section
                                        401(a)(9) minimum distribution
                                        requirements and for any adverse tax
                                        consequences that may result.

3.19   PAYMENT OF SURRENDER             Under certain emergency conditions,
       VALUE:                           Aetna may defer payments:

                                        (a)  For a period of up to 6 months
                                             (unless not allowed by state law);
                                             and
                                        (b)  As provided by federal law.

                                        Any surrenders requested from an
                                        Individual Account's Fixed Account value
                                        may not exceed 20% of the Individual
                                        Account's Fixed Account Current Value as
                                        of the date the withdrawal request is
                                        received in good order at Aetna's Home
                                        Office during any calendar year.  The
                                        surrender value will be reduced by any
                                        Fixed Account surrender(s), transfer(s)
                                        or annuitizations previously made during
                                        the calendar year.

                                       21

<PAGE>

3.19   PAYMENT OF SURRENDER             In the event of Individual Account
       VALUE (CONT'D):                  termination, Aetna will pay any
                                        Fixed Account surrender value from the
                                        Individual Account with interest, in
                                        five annual payments of:

                                        -    One-fifth of the Fixed Account
                                             surrender value minus any Fixed
                                             Account surrender(s), transfer(s)
                                             or annuitizations made during the
                                             calendar year;

                                        -    One-fourth of the Fixed Account
                                             surrender value;

                                        -    One-third of the Fixed Account
                                             surrender value;

                                        -    One-half of the Fixed Account
                                             surrender value; and

                                        -    The remaining balance of the Fixed
                                             Account surrender value as the
                                             fifth and final payment.

                                        Once Aetna receives notification of an
                                        Individual Account termination, no
                                        further surrender(s) or transfer(s) will
                                        be permitted from the Fixed Account.

                                        Interest, as used above, will not be
                                        more than two percentage points below
                                        any rate determined prospectively by the
                                        Board of Directors for this class of
                                        Contract.  In no event will the interest
                                        rate be less than 3%.


3.20   REINSTATEMENT:                   All or a portion of the proceeds of a
                                        full surrender of this Contract may be
                                        reinvested within 30 days after the
                                        surrender if allowed by law.  Any Market
                                        Value Adjustment deducted from GA
                                        Account surrenders will not be included
                                        in the reinstatement.  Amounts will be
                                        reinstated among the Fixed Account, GA
                                        Account, and the Fund(s) in the same
                                        proportion as they were at the time of
                                        surrender.  Any amount reinstated to the
                                        GA Account will be credited to the
                                        current Deposit Period.  The number of
                                        Record Units reinstated will be based on
                                        the Record Unit Value(s) next computed
                                        after receipt at Aetna's Home Office of
                                        the reinstatement request and the amount
                                        to be reinvested.

                                        Reinstatement is permitted only once.

IV. ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

4.01   CHOICES TO BE MADE:              The Contract Holder may elect an Annuity
                                        Option on behalf of a Participant by
                                        telling Aetna to pay all or any portion
                                        of the Current Value (minus any premium
                                        tax) as a premium for an Annuity under
                                        Option 2, 3, or 4 (see 4.07).  The
                                        present value of the expected payments
                                        to the Annuitant when payments start
                                        shall be determined in accordance with
                                        the tables under Code Section 401(a)(9)
                                        regulations in order to comply with the
                                        incidental death benefit test.  This
                                        restriction does not apply if Option 4
                                        (e) is chosen and the second Annuitant
                                        is the spouse of the Annuitant.


                                       22

<PAGE>

4.01   CHOICES TO BE MADE               Generally, the first Annuity payment
       (CONT'D):                        must be made no later than the April 1
                                        of the calendar year following the year
                                        in which the Participant turns age 70
                                        1/2 or retires, whichever occurs later,
                                        or such later date as may be allowed
                                        under federal law or regulations (see
                                        3.18).  For distributions taken in a
                                        lump sum, see Surrender Value (3.16 and
                                        3.19).

                                        For any election of an Annuity Option,
                                        the Contract Holder must provide
                                        certification that the Code Section
                                        403(b)(11) withdrawal restrictions have
                                        been satisfied.

                                        When an Annuity Option is chosen, Aetna
                                        must also be told if payments are to be
                                        made other than monthly and to pay:

                                        (a)  A Fixed Annuity using the General
                                             Account;
                                        (b)  A Variable Annuity using any of the
                                             Fund(s) made available by Aetna for
                                             Annuity purposes; or
                                        (c)  A combination of (a) and (b).

                                        If a Fixed Annuity is chosen, Aetna will
                                        add interest daily at an annual rate no
                                        less than 3.0%.  Aetna may add interest
                                        daily at any higher rate.

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

                                        With the exception of Option 2 on a
                                        variable basis, once elected, an Annuity
                                        Option may not be revoked.

4.02   ANNUITY PAYMENTS TO              In no event may any payments to the
       ANNUITANT:                       Annuitant under any Annuity Option
                                        extend beyond:

                                        (a)  The life of the Annuitant;
                                        (b)  The lives of the Annuitant and the
                                             beneficiary;
                                        (c)  A period certain greater than the
                                             Annuitant's life expectancy
                                             according to regulations under Code
                                             Section 401(a)(9), determined as of
                                             the date payments are to commence;
                                             or
                                        (d)  A period certain greater than the
                                             life expectancies of the Annuitant
                                             and the beneficiary according to
                                             regulations under Code Section
                                             401(a)(9) determined as of the date
                                             payments are to begin.

4.03   DEATH OF ANNUITANT:              When an Annuitant dies under Options 2
                                        and 3, the present value of any
                                        remaining guaranteed payments will be
                                        paid in one sum to the beneficiary as
                                        directed in writing by the Contract
                                        Holder; or upon election by the
                                        Annuitant's beneficiary, any remaining
                                        payments will continue to the
                                        beneficiary.  If no beneficiary exists,
                                        the present value of any remaining
                                        guaranteed payments will be paid in one
                                        lump sum to the Contract Holder.

                                       23

<PAGE>

4.03   DEATH OF ANNUITANT               However, if a beneficiary dies while
                                        under Option 1 or while (CONT'D): 
                                        receiving Annuity payments,
                                        the present value of any remaining
                                        payments will be paid in one lump sum to
                                        the estate of the beneficiary.  The
                                        interest rate used to determine the
                                        first payment will be used to calculate
                                        the present value.

4.04.  FUND(S) ANNUITY UNITS --         The number of Fund(s) Annuity Units is
       SEPARATE ACCOUNT:                based on the amount of the first
                                        Variable Annuity payment which is equal
                                        to:

                                        (a)  The portion of the Current Value
                                             (minus any premium tax) applied to
                                             pay a Variable Annuity; divided by
                                        (b)  1,000; multiplied by
                                        (c)  The payment rate for the Option
                                             chosen.

                                        Such amount, or portion, of the variable
                                        payment will be divided by the
                                        appropriate Fund(s) Annuity Unit Value
                                        (see 4.05) on the tenth Valuation Period
                                        before the due date of the first payment
                                        to determine the number of each Fund
                                        Annuity Units.  The number of each Fund
                                        Annuity Units remains fixed.  Each
                                        future payment is equal to the sum of
                                        the products of each Fund Annuity Unit
                                        Value multiplied by the appropriate
                                        number of Units.  The Fund Annuity Unit
                                        Value on the tenth Valuation Period
                                        prior to the due date of the payment is
                                        used.

4.05   FUND(S) ANNUITY UNIT             For any Valuation Period, a Fund(s)
       VALUE -- SEPARATE ACCOUNT:       Annuity Unit Value is equal to:

                                        (a)  The Value for the previous Period;
                                             multiplied by
                                        (b)  The Annuity Net Return Factor(s)
                                             for the Period; multiplied by
                                        (c)  A factor to reflect the Assumed
                                             Annual Net Return Rate.

                                        The factor for 3.5% per year is
                                        .9999058; for 5% per year it is
                                        .9998663.

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

                                        If Variable Annuity payments are not to
                                        decrease, Aetna must earn a gross return
                                        on the assets of the Separate Account
                                        of:

                                        -    4.75% on an annual basis plus an
                                             annual return of up to 0.25% needed
                                             to offset the administrative charge
                                             set at the time Annuity payments
                                             commence if an Assumed Annual Net
                                             Return Rate of 3.5% is chosen; or

                                        -    6.25% on an annual basis plus an
                                             annual return of up to 0.25% needed
                                             to offset the administrative charge
                                             set at the time Annuity payments
                                             commence if an Assumed Annual Net
                                             Return Rate of 5% is chosen.


                                        Payments shall not be changed due to
                                        changes in the mortality or expense
                                        results or administrative charges.

                                       24

<PAGE>

4.06   ANNUITY NET RETURN               The Annuity Net Return Factor(s) are
       FACTOR(S) -- SEPARATE            used to compute all Separate Account
       ACCOUNT:                         Annuity and payments for any Fund.

                                        The Annuity Net Return Factor(s) for
                                        each Fund is equal to 1.0000000 plus the
                                        Net Return Rate.

                                        The Net Return Rate is equal to:

                                        (1)  The value of the shares of the Fund
                                             held by the Separate Account at the
                                             end of a Valuation Period; minus
                                        (2)  The value of the shares of the Fund
                                             held by the Separate Account at the
                                             start of the Valuation Period; plus
                                             or minus
                                        (3)  Taxes (or reserves for taxes) on
                                             the Separate Account (if any);
                                             divided by
                                        (4)  The total value of the Fund(s)
                                             Record Units and Fund(s) Annuity
                                             Units of the Separate Account at
                                             the start of the Valuation Period;
                                             minus
                                        (5)  A daily actuarial charge at an
                                             annual rate of 1.25% for Annuity
                                             mortality and expense risks and
                                             profit and a daily administrative
                                             charge which will not exceed 0.25%
                                             on an annual basis.

                                        A Net Return Rate may be more or less
                                        than 0.

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

4.07   ANNUITY OPTIONS:                 Option 1 -- Payment of Interest on Sum
                                        Left with Aetna -- This Option may be
                                        used only by the beneficiary when the
                                        Participant dies before Aetna has
                                        started paying an Annuity.  A portion or
                                        all of the sum paid upon death may be
                                        held under this Option and will be held
                                        in the General Account of Aetna at
                                        interest (see 4.01).  The Contract
                                        Holder, on behalf of the beneficiary,
                                        may later tell Aetna to:

                                        (a)  Pay a portion or all of the sum
                                             held by Aetna; or
                                        (b)  Apply a portion or all of the sum
                                             held by Aetna to any Annuity Option
                                             below.

                                        If the beneficiary is the Participant's
                                        surviving spouse, payment may be
                                        deferred to a date not later than when
                                        the Participant would have attained age
                                        70 1/2.

                                        If the beneficiary is not a spouse, the
                                        Contract Holder must tell Aetna to pay
                                        the full sum within 5 years after the
                                        Participant's death.

                                        Option 2 -- Payments for a Stated Period
                                        of Time -- An Annuity will be paid for
                                        the number of years chosen.  The number
                                        of years must be at least 3 and not more
                                        than 30.

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

                                       25

<PAGE>

4.07   ANNUITY OPTIONS                  Option 3 -- Life Income -- An Annuity
       (CONT'D):                        will be paid for the life of the
                                        Annuitant.  If also chosen, Aetna will
                                        guarantee payments for 60, 120, 180, or
                                        240 months.

                                        Option 4 -- Life Income for Two Payees
                                        -- An Annuity will be paid during the
                                        lives of the Annuitant and a second
                                        Annuitant.  At the death of either,
                                        payments will continue to the survivor.
                                        When this Option is chosen, a choice
                                        must be made of:

                                        (a)  100% of the payment to continue to
                                             the survivor;
                                        (b)  66 2/3% of the payment to continue
                                             to the survivor;
                                        (c)  50% of the payment to continue to
                                             the survivor;
                                        (d)  Payments for a minimum of 120
                                             months with 100% of the payment to
                                             continue to the survivor; or
                                        (e)  100% of the payment to continue to
                                             the survivor if the survivor is the
                                             Annuitant and 50% of the payment to
                                             continue to the survivor if the
                                             survivor is the second Annuitant.

                                        Other Options -- Aetna may make other
                                        options available as allowed by the laws
                                        of the state in which this Contract is
                                        delivered.

                                       26

<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

- --------------------------------------------------------------------------------
                  GAURANTEED     MONTHLY   QUARTERLY  SEMI-ANNUAL    ANNUAL
    YEARS            RATE        PAYMENT    PAYMENT     PAYMENT     PAYMENT
- --------------------------------------------------------------------------------
      3              3.00%       $28.99     $86.76      $172.88      $343.23
      4              3.00%        22.06      66.02       131.56       261.19
      5              3.00%        17.91      53.59       106.78       211.99
      6              3.00%        15.14      45.30        90.27       179.22
      7              3.00%        13.16      39.39        78.49       155.83
      8              3.00%        11.68      34.96        69.66       138.31
      9              3.00%        10.53      31.52        62.81       124.69
     10              3.00%         9.61      28.77        57.33       113.82
     11              3.00%         8.86      26.52        52.85       104.93
     12              3.00%         8.24      24.65        49.13        97.54
     13              3.00%         7.71      23.08        45.98        91.29
     14              3.00%         7.26      21.73        43.29        85.95
     15              3.00%         6.87      20.56        40.96        81.33
     16              3.00%         6.53      19.54        38.93        77.29
     17              3.00%         6.23      18.64        37.14        73.74
     18              3.00%         5.96      17.84        35.56        70.59
     19              3.00%         5.73      17.13        34.14        67.78
     20              3.00%         5.51      16.50        32.87        65.26
     21              3.00%         5.32      15.92        31.72        62.98
     22              3.00%         5.15      15.40        30.68        60.92
     23              3.00%         4.99      14.92        29.74        59.04
     24              3.00%         4.84      14.49        28.88        57.33
     25              3.00%         4.71      14.09        28.08        55.76
     26              3.00%         4.59      13.73        27.36        54.31
     27              3.00%         4.47      13.39        26.68        52.97
     28              3.00%         4.37      13.08        26.06        51.74
     29              3.00%         4.27      12.79        25.49        50.60
     30              3.00%         4.18      12.52        24.95        49.53
- --------------------------------------------------------------------------------

                                       27

<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

- --------------------------------------------------------------------------------
 AGE OF
ANNUITANT        NONE            60            120            180         240
- --------------------------------------------------------------------------------
   50           $4.05          $4.05          $4.03          $3.99       $3.93
   51            4.12           4.11           4.09           4.05        3.99
   52            4.19           4.19           4.16           4.11        4.04
   53            4.27           4.26           4.23           4.18        4.10
   54            4.35           4.34           4.31           4.25        4.16

   55            4.44           4.42           4.39           4.32        4.22
   56            4.53           4.51           4.47           4.40        4.29
   57            4.62           4.61           4.56           4.48        4.35
   58            4.72           4.71           4.65           4.56        4.42
   59            4.83           4.81           4.75           4.64        4.49

   60            4.95           4.93           4.86           4.73        4.55
   61            5.07           5.05           4.97           4.83        4.62
   62            5.20           5.17           5.08           4.92        4.69
   63            5.34           5.31           5.20           5.02        4.76
   64            5.49           5.45           5.33           5.12        4.83

   65            5.65           5.61           5.47           5.22        4.89
   66            5.82           5.77           5.61           5.33        4.96
   67            6.01           5.94           5.75           5.44        5.02
   68            6.20           6.13           5.91           5.54        5.08
   69            6.41           6.33           6.07           5.65        5.14

   70            6.64           6.54           6.23           5.76        5.19
   71            6.88           6.76           6.41           5.86        5.24
   72            7.14           7.00           6.59           5.97        5.28
   73            7.43           7.26           6.77           6.06        5.32
   74            7.73           7.53           6.96           6.16        5.35

   75            8.06           7.82           7.14           6.25        5.38
- --------------------------------------------------------------------------------

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


                                       28

<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

- --------------------------------------------------------------------------------
       AGES OF
- ---------------------
            SECOND
ANNUITANT  ANNUITANT OPTION 4a   OPTION 4b    OPTION 4c   OPTION 4d   OPTION 4e
- --------------------------------------------------------------------------------

   55          50      $3.69       $4.05        $4.27       $3.69       $4.03
   55          55       3.88        4.25         4.47        3.87        4.14
   55          60       4.06        4.47         4.71        4.06        4.20

   60          55       3.99        4.44         4.71        3.98        4.42
   60          60       4.24        4.71         4.99        4.23        4.57
   60          65       4.49        5.01         5.32        4.48        4.64

   65          60       4.38        4.97         5.32        4.38        4.93
   65          65       4.72        5.33         5.70        4.71        5.14
   65          70       5.07        5.75         6.17        5.05        5.26

   70          65       4.93        5.68         6.15        4.91        5.66
   70          70       5.40        6.21         6.70        5.36        5.96
   70          75       5.89        6.82         7.40        5.81        6.12

   75          70       5.69        6.68         7.32        5.62        6.67
   75          75       6.37        7.45         8.15        6.23        7.12
   75          80       7.07        8.34         9.16        6.78        7.36
- --------------------------------------------------------------------------------

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

                                       29

<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES


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

- --------------------------------------------------------------------------------
                  GUARANTEED     MONTHLY   QUARTERLY  SEMI-ANNUAL    ANNUAL
    YEARS            RATE        PAYMENT    PAYMENT     PAYMENT     PAYMENT
- --------------------------------------------------------------------------------

      3              3.50%       $29.19     $87.33      $173.91      $344.86
      4              3.50%        22.27      66.61       132.65       263.04
      5              3.50%        18.12      54.19       107.92       213.99
      6              3.50%        15.35      45.92        91.44       181.32
      7              3.50%        13.38      40.01        79.69       158.01
      8              3.50%        11.90      35.59        70.88       140.56
      9              3.50%        10.75      32.16        64.05       127.00
     10              3.50%         9.83      29.42        58.59       116.18
     11              3.50%         9.09      27.18        54.13       107.34
     12              3.50%         8.46      25.32        50.42        99.98
     13              3.50%         7.94      23.75        47.29        93.78
     14              3.50%         7.49      22.40        44.62        88.47
     15              3.50%         7.10      21.24        42.31        83.89
     16              3.50%         6.76      20.23        40.29        79.89
     17              3.50%         6.47      19.34        38.51        76.37
     18              3.50%         6.20      18.55        36.94        73.25
     19              3.50%         5.97      17.85        35.54        70.47
     20              3.50%         5.75      17.22        34.28        67.98
     21              3.50%         5.56      16.65        33.15        65.74
     22              3.50%         5.39      16.13        32.13        63.70
     23              3.50%         5.24      15.66        31.19        61.85
     24              3.50%         5.09      15.24        30.34        60.17
     25              3.50%         4.96      14.85        29.56        58.62
     26              3.50%         4.84      14.49        28.85        57.20
     27              3.50%         4.73      14.15        28.19        55.90
     28              3.50%         4.63      13.85        27.58        54.69
     29              3.50%         4.53      13.57        27.02        53.57
     30              3.50%         4.45      13.30        26.49        52.53
- --------------------------------------------------------------------------------


                                       30

<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

- --------------------------------------------------------------------------------
                  GUARANTEED     MONTHLY   QUARTERLY  SEMI-ANNUAL    ANNUAL
    YEARS            RATE        PAYMENT    PAYMENT     PAYMENT     PAYMENT
- --------------------------------------------------------------------------------

      3              5.00%       $29.80     $89.04      $176.99      $349.72
      4              5.00%        22.89      68.38       135.93       268.58
      5              5.00%        18.74      56.00       111.33       219.98
      6              5.00%        15.99      47.77        94.96       187.64
      7              5.00%        14.02      41.90        83.30       164.59
      8              5.00%        12.56      37.52        74.58       147.35
      9              5.00%        11.42      34.11        67.81       133.99
     10              5.00%        10.51      31.40        62.42       123.34
     11              5.00%         9.77      29.19        58.03       114.66
     12              5.00%         9.16      27.36        54.38       107.45
     13              5.00%         8.64      25.81        51.31       101.39
     14              5.00%         8.20      24.50        48.69        96.21
     15              5.00%         7.82      23.36        46.44        91.75
     16              5.00%         7.49      22.37        44.47        87.88
     17              5.00%         7.20      21.51        42.75        84.48
     18              5.00%         6.94      20.74        41.23        81.47
     19              5.00%         6.71      20.06        39.88        78.80
     20              5.00%         6.51      19.46        38.68        76.42
     21              5.00%         6.33      18.91        37.59        74.28
     22              5.00%         6.17      18.42        36.62        72.35
     23              5.00%         6.02      17.98        35.73        70.61
     24              5.00%         5.88      17.57        34.93        69.02
     25              5.00%         5.76      17.20        34.20        67.57
     26              5.00%         5.65      16.87        33.53        66.25
     27              5.00%         5.54      16.56        32.92        65.04
     28              5.00%         5.45      16.28        32.35        63.93
     29              5.00%         5.36      16.01        31.83        62.90
     30              5.00%         5.28      15.77        31.35        61.95

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

                                       31

<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS


- --------------------------------------------------------------------------------
 AGE OF
ANNUITANT        NONE            60            120            180         240
- --------------------------------------------------------------------------------

   50           $4.34          $4.34          $4.31          $4.27       $4.22
   51            4.41           4.40           4.38           4.33        4.27
   52            4.48           4.47           4.45           4.40        4.32
   53            4.56           4.55           4.52           4.46        4.38
   54            4.64           4.63           4.59           4.53        4.44

   55            4.72           4.71           4.67           4.60        4.50
   56            4.81           4.80           4.75           4.67        4.56
   57            4.91           4.89           4.84           4.75        4.62
   58            5.01           4.99           4.93           4.83        4.69
   59            5.12           5.10           5.03           4.92        4.75

   60            5.23           5.21           5.13           5.00        4.82
   61            5.36           5.33           5.24           5.09        4.88
   62            5.49           5.45           5.35           5.19        4.95
   63            5.63           5.59           5.47           5.28        5.02
   64            5.78           5.73           5.60           5.38        5.08

   65            5.94           5.89           5.73           5.48        5.15
   66            6.11           6.05           5.87           5.58        5.21
   67            6.29           6.22           6.02           5.69        5.27
   68            6.49           6.41           6.17           5.79        5.33
   69            6.70           6.60           6.33           5.90        5.38

   70            6.92           6.81           6.49           6.00        5.43
   71            7.17           7.04           6.66           6.10        5.48
   72            7.43           7.27           6.84           6.20        5.52
   73            7.71           7.53           7.02           6.30        5.55
   74            8.02           7.80           7.20           6.39        5.59

   75            8.35           8.08           7.38           6.48        5.62

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

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

                                       32

<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

- --------------------------------------------------------------------------------
 AGE OF
ANNUITANT        NONE            60            120            180         240
- --------------------------------------------------------------------------------

   50           $5.26          $5.25          $5.22          $5.17       $5.11
   51            5.33           5.32           5.28           5.23        5.15
   52            5.40           5.38           5.34           5.29        5.20
   53            5.47           5.45           5.41           5.35        5.26
   54            5.54           5.53           5.48           5.41        5.31

   55            5.63           5.61           5.56           5.47        5.36
   56            5.71           5.69           5.63           5.54        5.42
   57            5.80           5.78           5.72           5.61        5.47
   58            5.90           5.88           5.81           5.69        5.53
   59            6.01           5.98           5.90           5.77        5.59

   60            6.12           6.09           6.00           5.85        5.65
   61            6.24           6.21           6.10           5.93        5.71
   62            6.37           6.33           6.21           6.02        5.77
   63            6.51           6.46           6.33           6.11        5.83
   64            6.66           6.60           6.45           6.20        5.89

   65            6.82           6.75           6.57           6.30        5.95
   66            6.99           6.91           6.71           6.39        6.01
   67            7.17           7.08           6.85           6.49        6.06
   68            7.36           7.27           6.99           6.59        6.12
   69            7.57           7.46           7.15           6.69        6.17

   70            7.80           7.67           7.30           6.78        6.21
   71            8.05           7.89           7.47           6.88        6.25
   72            8.31           8.13           7.64           6.97        6.29
   73            8.59           8.38           7.81           7.06        6.33
   74            8.90           8.64           7.99           7.15        6.36

   75            9.23           8.93           8.16           7.23        6.38
- --------------------------------------------------------------------------------
Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
    Rates for ages not shown will be provided on request and will be computed
            on a basis consistent with the rates in the above tables.

                                       33

<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

- --------------------------------------------------------------------------------
       AGES OF
- ---------------------
            SECOND
ANNUITANT  ANNUITANT OPTION 4a   OPTION 4b    OPTION 4c   OPTION 4d   OPTION 4e
- --------------------------------------------------------------------------------

   55          50      $3.97       $4.35        $4.56       $3.97       $4.31
   55          55       4.16        4.54         4.76        4.15        4.42
   55          60       4.27        4.73         5.00        4.26        4.48

   60          55       4.27        4.73         5.00        4.26        4.70
   60          60       4.51        4.99         5.27        4.50        4.84
   60          65       4.66        5.25         5.61        4.65        4.93

   65          60       4.66        5.25         5.61        4.65        5.22
   65          65       4.99        5.61         5.99        4.98        5.42
   65          70       5.19        5.97         6.44        5.17        5.54

   70          65       5.19        5.97         6.44        5.17        5.93
   70          70       5.67        6.49         6.99        5.62        6.23
   70          75       5.95        6.96         7.61        5.87        6.40

   75          70       5.95        6.96         7.61        5.87        6.95
   75          75       6.64        7.73         8.43        6.48        7.40
   75          80       7.04        8.39         9.29        6.79        7.64
- --------------------------------------------------------------------------------

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

                                       34

<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

- --------------------------------------------------------------------------------
       AGES OF
- ---------------------
            SECOND
ANNUITANT  ANNUITANT OPTION 4a   OPTION 4b    OPTION 4c   OPTION 4d   OPTION 4e
- --------------------------------------------------------------------------------

   55          50      $4.88       $5.26        $5.48       $4.88       $5.23
   55          55       5.04        5.44         5.66        5.04        5.32
   55          60       5.15        5.63         5.91        5.14        5.38

   60          55       5.15        5.63         5.91        5.14        5.59
   60          60       5.37        5.87         6.16        5.37        5.72
   60          65       5.52        6.14         6.51        5.51        5.80

   65          60       5.52        6.14         6.51        5.51        6.10
   65          65       5.83        6.49         6.87        5.82        6.29
   65          70       6.04        6.84         7.34        6.00        6.41

   70          65       6.04        6.84         7.34        6.00        6.81
   70          70       6.49        7.35         7.87        6.44        7.08
   70          75       6.77        7.84         8.51        6.68        7.25

   75          70       6.77        7.84         8.51        6.68        7.81
   75          75       7.45        8.60         9.33        7.27        8.25
   75          80       7.86        9.28        10.20        7.57        8.49
- --------------------------------------------------------------------------------

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


                                       35

<PAGE>

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

                                  [AETNA LOGO]

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
                       HOME OFFICE: 151 Farmington Avenue
                           Hartford, Connecticut 06156
                                 (800) 525-4225


                  Group Variable, Fixed or Combination Contract
                                Nonparticipating

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


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

<PAGE>

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

                                   ENDORSEMENT


The Contract and the Certificate are hereby endorsed as follows:

Under Section 3.14 entitled DISTRIBUTION OPTIONS, delete the first sentence
under subparagraph (b) (1) (a) and replace with the following:

     Specified Amount:  Payments of a designated dollar amount which must be no
greater than 20% of the initial Current Value and shall remain constant unless a
higher amount is required under Code minimum distribution rules.

Under Section 3.14 entitled DISTRIBUTION OPTIONS, delete the first sentence
under subparagraph (b) (1) (b) and replace with the following:

     Specified Period:  Payments which are made over a period of time which must
be   at least 5 years, unless otherwise required by the Code minimum
distribution   rules.

Under Section 3.14 entitled DISTRIBUTION OPTIONS, add the following as
subparagraph (b) (1) (c):

          Specified Percentage:  Payments of a designated percentage which
cannot be greater than 20% of the amount being designated for SWO.  The
Participant may change the specified percentage elected every six months.  Each
annual distribution is determined by multiplying the Individual Account Current
Value by the percentage chosen.  The value to be used in this calculation is the
value on  the December 31st prior to the year for which the payment is being
made.  For payments made more often than annually, the annual payment result
(calculated above) is divided by the number of payments due each year.  Payments
will be made each year until the year the Participant attains age 70 1/2.

Endorsed and made a part of the Contract and the Certificate on the date
approved by the State Insurance Department.



                                        /s/ Dan Kearney
                                        ---------------
                                        President
                                        Aetna Life Insurance and Annuity Company


<PAGE>

                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This contract is hereby endorsed as follows:

GENERAL DEFINITIONS is ammended to include the following defined terms:

AETNA GET FUND (GET FUND):  An open-end registered management investment company
organized as a series fund.  Each series of GET Fund constitutes a separate Fund
under this Contract.

ALLOCATION PERIOD:  The period of time, usually from one to three months, during
which amounts may be allocated ot a series of GET Fund, whether by Transfer or
by Net Purchase Payment(s).  Each series of GET Fund will have a specific
Allocation Period.

At its dicretion, Aetna may allow additional amoutns to be allocated to a series
of GET Fund during the Guarantee Period.  The Guarantee established at the close
of the Allocation Period will apply to these amounts.

At its discretion, Aetna may specify a minimum amount per Transfer and per Net
Purchase Payment amount for each series prior to the beginning of the Allaction
Period for that series.

Aetna will specify a minimum amount of assets that a series of the GET Fund must
contain at the close of the Allocation Period; and reserves the right to
terminate a series if it does not meet this minimum standard.  If Aetna elects
to terminate the GET Fund and not to start the Guarantee Period, Aetna will mail
each Contract Holder with amount(s) in the series a notice that the series is
being canceled.  The cancellation notice will be mailed no later than 15
calendar days after the Allocation Period ends.  The Contract Holder will have
45 calendar days from the end of the Allocation Period to Transfer the Current
Value of the cancelled series of GET Fund to another accumulation option(s).  If
no Transfer is made prior to the end of the 45 calendar day period, the Current
Value in the cancelled series of GET Fund will be transferred to Aetna Variable
Encore Fund, a money market fund during the next Valuation Period.

Aetna will also specify the maximum amount of assets that will be accepted into
a series of the GET Fund; and reserves the right to not allow additional
allocation to a series if it exceeds this maximum standard.  If Aetna elects not
to allow additional allocation to the series of GET Fund, Aetna will stop
accepting Vet Purchase Payments and Transfers into the series 10 calendar days
after such election.  The Allocation Period will continue until the date the
Guarantee Period begins.

GET FUND MATURITY DATE:  The date at which the Guaranteed Period for a series
will end and the GET Fund Record Units for that series will be liquidated.
Another accumulation option must then be elected.  If no such election is made
by the GET Fund Maturity Date, the portion of the Current Value based on that
GET Fund series will be transferred to the Allocation Period for another series
fo GET Fund.  If no GET Fund Series is available, 50% of the Current Value from
that Get Fund Series  will be transferred to Aetna Varaiable Fund, a groth and
income fund.  The remianing 50% fof the Current

<PAGE>

Value will be transferred to Aetna Income Shares, a bond fund.  The Transfers
will be made durung the next Valuation Period.  Such Transfers will not be
counted as one of the free Transfers.  The GET Fund Maturity Date will be
specified before the Allcation Period for that series begins.

GUARANTEE:  Aetna guarantees that on a series' of GET Fund Maturity Date, the
value of each GET Fund Record Unit then outstanding in that series will not be
less than the value of the Record Unit on the last day of the Allocation Period.
Aetna will transfer any amount necessary from its general account to the
Separate Account in order to bring that Record Unit Value to the guaranteed
level.  The Guarantee does not apply to GET Fund Record Unit Values withdrawn or
transferred before the GET Fund Maturity Date.

GUARANTEED PERIOD:  The length of time to which the Guarantee applies for a
series, ending on the GET Fund Maturity Date.  This period will be specified
before the Allocation Period for a series begins.

The Contract section entitled FUND(S) is amended to add the following sentence:

Unless specifically indicated otherwise in this Contract, all references to
Fund(s) in this Contract shall include each series of GET Fund.

The Contract Section entitled NET RETURN FACTOR(S) - SEPARATE ACCOUNT is hereby
endorsed to add the following as subsection (f):

Minus a daily fee at an annual rate of 0.25% during the Guaranteed Period for
Aetna's guarantee of the GET Fund Record Unit Values.  This fee will be
determined prior to the start of any series of GET Fund's Allocation Period.

The Contract section entitled TRANSFER OF CURRENT VALUE FROM THE FUNDS is
ammeded to include the following paragraph at the end of this provision:

Withdrawals or Transfers from a GET Fund series before the Maturity Date will be
at the then applicable GET



<PAGE>

                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract and the Certificate, (as applicable), is hereby endorsed.

The term VALUATION PERIOD under General Definitions is amended to read ad
follows:

     The period of time for which a Fund determines its net asset value, usually
from 4:15 p.m. Eastern time each day the New York Stock Exchange is open until
4:15 p.m. the next such day, or such other day that one or more of the Funds
determines its net asset value.

Endorsed and made a part of the Contact and the Certificate, (as applicable).




                                   /s/ Gary Benanav
                                   ----------------
                                   President
                                   Aetna Life Insurance and Annuity Company

EVP-IC

<PAGE>

                    ------------------------------------------------------------
[LOGO]              AETNA LIFE INSURANCE AND ANNUITY COMPANY
                    HOME OFFICE:  151 Farmington Avenue
                    Hartford, Connecticut  06156
                    (800) 525-4225

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

                    Aetna Life Insurance and Annuity Company, herein called
                    Aetna, agrees to pay the benefits stated in the Contract.
- --------------------------------------------------------------------------------
CERTIFICATE OF      To the Certificate Holder:
GROUP ANNUITY
COVERAGE            Aetna certifies that coverage is in force for you under the
                    stated Group Annuity Contract and Certificate numbers.  All
                    data shown here is taken from Aetna records and is based 
                    upon information furnished by you.

                    This Certificate is a summary of the Group Annuity Contract
                    provisions.  It replaces any and all prior certificates,
                    riders, or amendments issued to you under the stated
                    Contract and Certificate numbers.  This Certificate is for
                    information only and is not a part of the Contract.

                    THE VARIABLE FEATURES OF THE GROUP CONTRACT ARE DESCRIBED IN
                    PARTS III AND V.
- --------------------------------------------------------------------------------
RIGHT TO            You may cancel this Certificate within 10 days of receiving
CANCEL              it by returning this Certificate along with a written notice
                    to Aetna at the above address or to the agent from whom it
                    was purchased.  Within 7 days after it receives the notice
                    of cancellation and this Certificate at its Home Office,
                    Aetna will return the entire consideration paid plus any
                    increase or minus any decrease in the current value of any
                    funds allocated to the Separate Account.


   
          /s/ Dan Kearney                          /s/ Patrice Maloney-Knauff
    

             President                                      Secretary

- --------------------------------------------------------------------------------
Contract Holder                                   Group Annuity Contract No.
 ORP TDA NJ                                        VF0305

- --------------------------------------------------------------------------------
Your Name                                         Certificate No.
 AROUND TURN                                       2659841150305ER
- --------------------------------------------------------------------------------
Type of Plan
 OPTIONAL RETIREMENT PRODUCT
- --------------------------------------------------------------------------------
The underlying group combination annuity contract    NEW JERSEY
is delivered in and is subject
to the laws of that jurisdiction.

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

   
                            FORM NO. GTCC-95 (TORP)
    

<PAGE>

SPECIFICATIONS

- --------------------------------------------------------------------------------
GUARANTEED          There are guaranteed interest rates for amounts held in the
INTEREST RATE       Fixed Plus Account and the GA Account.  (See Certificate
                    Schedule I).
- --------------------------------------------------------------------------------
DEDUCTIONS FROM     There will be deductions for mortality and expense risks and
THE SEPARATE        asset based sales charge and administrative fees.  (See 3.05
ACCOUNT             and 5.06).

- --------------------------------------------------------------------------------
DEDUCTION FROM      Contribution(s) are subject to a deduction for
CONTRIBUTION(S)     premium taxes, if any.  (See 3.02.)


                                        2

<PAGE>


                               CONTRACT SCHEDULE I
                               ACCUMULATION PERIOD

SEPARATE ACCOUNT
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT:        Variable Annuity Account C

CHARGES TO
SEPARATE                 A daily charge is deducted from any portion of
ACCOUNT:                 the Current Value allocated to the Separate Account.
                         The daily charge is at an annual effective rate of
                         1.40% for Annuity mortality and expense risks, asset
                         based sales charge and profit and a daily
                         administrative charge which will not exceed 0.25% on an
                         annual basis.


FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------

MINIMUM GUARANTEED       3% (effective annual rate of return).
INTEREST RATE:
                         Beginning on the tenth anniversary of the effective
                         date of an Individual Account, Aetna will credit
                         amounts with an interest rate that is 0.25% higher than
                         the then-declared interest rate for Individual Accounts
                         before the tenth anniversary.

PARTIAL WITHDRAWAL:      The 20% limit applicable to partial withdrawal from the
                         Fixed Plus Account will be waived when the withdrawal
                         is:

                         (a)  due to the Participant's death, (within six (6)
                              months of the Participant's date of death), before
                              Annuity payments begin.  This partial withdrawal
                              may only be exercised once; or

                         (b)  used to purchase Annuity benefits.

GUARANTEED ACCUMULATION ACCOUNT (GA ACCOUNT)
- --------------------------------------------------------------------------------

MINIMUM GUARANTEED       3% (effective annual rate of return).
INTEREST RATE:


                                        i


<PAGE>

                               CONTRACT SCHEDULE I
                          ACCUMULATION PERIOD (CONT'D)

SEPARATE ACCOUNT, FIXED PLUS ACCOUNT AND GA ACCOUNT
- --------------------------------------------------------------------------------

TRANSFERS:               An unlimited number of Transfers may be made during the
                         Accumulation Period.  Aetna allows 12 free Transfers in
                         any calendar year.  Thereafter, Aetna reserves the
                         right to charge $10 for each subsequent Transfer.

SYSTEMATIC WITHDRAWAL    The Specified Payment may not be greater than 20% of
OPTION (SWO):            the Individual Account's Current Value at the time of
                         election. 

                         The Specified Period may not be less than five years.

                         The Specified Percentage may not be greater than 20%.



See Section 1. - DEFINITIONS for explanations.


                                       ii

<PAGE>

                              CONTRACT SCHEDULE II
                                 ANNUITY PERIOD

SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

CHARGES TO SEPARATE      A daily charge at an annual effective rate of 1.25% for
ACCOUNT:                 Annuity mortality and expense risks.  The
                         administrative charge is established upon election of
                         an Annuity option.  This charge will not exceed 0.25%.

VARIABLE ANNUITY ASSUMED If a Variable Annuity is chosen, an assumed annual net
ANNUAL NET RETURN RATE:  return rate of 5.0% may be elected.  If 5.0% is not
                         elected, Aetna will use an assumed annual net return
                         rate of 3.5%.

                         The assumed annual net return rate factor for 3.5% per
                         year is 0.9999058.

                         The assumed annual net return rate factor for 5.0% per
                         year is 0.9998663.

                         If the portion of a Variable Annuity payment for any
                         Fund is not to decrease, the Annuity return factor
                         under the Separate Account for that Fund must be:

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

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

ANNUITY OPTION:          Under the option "Payments for a Stated Period of
                         Time":

                         For amounts invested in the GA Account or one or more
                         of the Fund(s), the number of years must be at least
                         five (5) and not more than thirty (30) and the Annuity
                         may be a Fixed or Variable Annuity.

                         For amounts invested in the Fixed Plus Account, the
                         number of years must be at least five (5) and not more
                         than thirty (30) and the Annuity must be a Fixed
                         Annuity.

FIXED ANNUITY
- --------------------------------------------------------------------------------

MINIMUM GUARANTEED       3% (effective annual rate of return).
INTEREST RATE

See Section 1. - DEFINITIONS for explanations.


                                       iii

<PAGE>

                                TABLE OF CONTENTS

I.   DEFINITIONS
- --------------------------------------------------------------------------
                                                                            PAGE
1.01  Accumulation Period. . . . . . . . . . . . . . . . . . . . . . . . .    6
1.02  Adjusted Current Value . . . . . . . . . . . . . . . . . . . . . . .    6
1.03  Annuitant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
1.04  Annuity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
1.05  Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
1.06  Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
1.07  Contract Holder. . . . . . . . . . . . . . . . . . . . . . . . . . .    6
1.08  Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
1.09  Current Value. . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
1.10  Deposit Period . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
1.11  Fixed Plus Account . . . . . . . . . . . . . . . . . . . . . . . . .    6
1.12  Fixed Plus Account Guaranteed Interest Rate. . . . . . . . . . . . .    7
1.13  Fixed Annuity. . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
1.14  Fund(s). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
1.15  General Account. . . . . . . . . . . . . . . . . . . . . . . . . . .    7
1.16  Guaranteed Accumulation Account (GA Account) . . . . . . . . . . . .    7
1.17  GA Account Guaranteed Interest Rate. . . . . . . . . . . . . . . . .    7
1.18  Guaranteed Term. . . . . . . . . . . . . . . . . . . . . . . . . . .    7
1.19  Individual Account . . . . . . . . . . . . . . . . . . . . . . . . .    8
1.20  Loan Account . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
1.21  Market Value Adjustment (MVA). . . . . . . . . . . . . . . . . . . .    8
1.22  Matured Term Value . . . . . . . . . . . . . . . . . . . . . . . . .    8
1.23  Matured Term Value Transfer. . . . . . . . . . . . . . . . . . . . .    8
1.24  Maturity Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
1.25  Net Contribution . . . . . . . . . . . . . . . . . . . . . . . . . .    8
1.26  Nonunitized Separate Account . . . . . . . . . . . . . . . . . . . .    8
1.27  Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
1.28  Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
1.29  Reinvestment . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
1.30  Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . .    9


                                        3

<PAGE>

                                                                            PAGE

1.31  Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
1.32  Valuation Period . . . . . . . . . . . . . . . . . . . . . . . . . .    9
1.33  Variable Annuity . . . . . . . . . . . . . . . . . . . . . . . . . .    9

II.   GENERAL PROVISIONS
- --------------------------------------------------------------------------------
2.01  Change of Contract . . . . . . . . . . . . . . . . . . . . . . . . .    9
2.02  Change of Fund . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
2.03  Nonparticipating Contract. . . . . . . . . . . . . . . . . . . . . .   11
2.04  Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
2.05  State Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
2.06  Control of Contract. . . . . . . . . . . . . . . . . . . . . . . . .   11
2.07  Misstatements and Adjustments. . . . . . . . . . . . . . . . . . . .   12
2.08  Incontestability . . . . . . . . . . . . . . . . . . . . . . . . . .   12
2.09  Grace Period . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
2.10  Individual Certificates. . . . . . . . . . . . . . . . . . . . . . .   12

III.  CONTRIBUTIONS, CURRENT VALUE, and WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------
3.01  Limitations on Contributions . . . . . . . . . . . . . . . . . . . .   12
3.02  Net Contribution(s). . . . . . . . . . . . . . . . . . . . . . . . .   13
3.03  Experience Credits . . . . . . . . . . . . . . . . . . . . . . . . .   13
3.04  Fund Record Units. . . . . . . . . . . . . . . . . . . . . . . . . .   13
3.05  Fund Record Unit Value . . . . . . . . . . . . . . . . . . . . . . .   13
3.06  Fund Net Return Factors. . . . . . . . . . . . . . . . . . . . . . .   13
3.07  Market Value Adjustment. . . . . . . . . . . . . . . . . . . . . . .   14
3.08  Transfer(s). . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
3.09  Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
3.10  Notice to the Participant. . . . . . . . . . . . . . . . . . . . . .   19
3.11  Withdrawal Restrictions. . . . . . . . . . . . . . . . . . . . . . .   19
3.12  Manner and Timing of Distributions . . . . . . . . . . . . . . . . .   20
3.13  Withdrawal . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
3.14  Partial Withdrawal from the Fixed Plus Account . . . . . . . . . . .   21


                                        4

<PAGE>

                                                                            PAGE

3.15  Payment of Fixed Plus Account Full Withdrawal. . . . . . . . . . . .   21
3.16  Alternative Payment of Fixed Plus Account Full Withdrawal. . . . . .   21
3.17  Payment of Minimum Current Value . . . . . . . . . . . . . . . . . .   22
3.18  Amount Payable at Death (Before Annuity Payments Start). . . . . . .   22
3.19  Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . . .   23

IV.   NON-ANNUITY DISTRIBUTION OPTIONS
- --------------------------------------------------------------------------------
4.01  Distribution Options . . . . . . . . . . . . . . . . . . . . . . . .   23
4.02  Estate Conservation Option . . . . . . . . . . . . . . . . . . . . .   23
4.03  Systematic Withdrawal Option . . . . . . . . . . . . . . . . . . . .   25

IV.   ANNUITY PROVISIONS
- --------------------------------------------------------------------------------
5.01  Choices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
5.02  Terms of Annuity Options . . . . . . . . . . . . . . . . . . . . . .   28
5.03  Death Provision. . . . . . . . . . . . . . . . . . . . . . . . . . .   28
5.04  Fund Annuity Units . . . . . . . . . . . . . . . . . . . . . . . . .   28
5.05  Fund Annuity Unit Value. . . . . . . . . . . . . . . . . . . . . . .   29
5.06  Fund Annuity Net Return Factor . . . . . . . . . . . . . . . . . . .   29
5.07  Annuity Options. . . . . . . . . . . . . . . . . . . . . . . . . . .   30

                                        5

<PAGE>


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

1.01   ACCUMULATION PERIOD:        The period during which Net Contribution(s)
                                   are applied to an Individual Account.

1.02   ADJUSTED CURRENT            The Current Value (See 1.09) of an Individual
       VALUE:                      Account (See 1.19) plus or minus any
                                   applicable aggregate GA Account Market Value
                                   Adjustment, if applicable (See 3.07).


1.03   ANNUITANT:                  If an Annuity provides lifetime benefits, the
                                   person whose life expectancy determines the
                                   amount and/or duration of Annuity benefit
                                   payments.

1.04   ANNUITY:                    Payment of an income under the Annuity
                                   Provisions of Section V:

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

1.05   BENEFICIARY:                Each Participant shall name the beneficiary
                                   of the Employer and Employee Account.  Aetna
                                   will pay any portion of the Individual
                                   Account(s) Current Value to the beneficiary
                                   in accordance with the provisions of Section
                                   3.18.

1.06   CODE:                       The Internal Revenue Code of 1986, as
                                   amended.

1.07   CONTRACT HOLDER:            The entity, named on the cover of this
                                   Contract, to which the Contract is issued.

1.08   CONTRIBUTION:               A payment received at Aetna's Home Office and
                                   allocated to the Contract.

1.09   CURRENT VALUE:              For an Individual Account (See 1.19), the
                                   Current Value is the total of:

                                   (a) The amount, if any, in the Fixed Plus
                                       Account, with interest earned to date;
                                   (b) The amount, if any, in the GA Account,
                                       with interest earned to date; and
                                   (c) The value of all Fund record units (See
                                       3.05), if any, as of the most recent
                                       Valuation Period.

1.10   DEPOSIT PERIOD:             A calendar month, a calendar quarter, or any
                                   other period of time specified by Aetna
                                   during which Net Contribution(s), Transfers
                                   and Reinvestments are accepted into the GA
                                   Account for one or more Guaranteed Terms.

1.11   FIXED PLUS ACCOUNT:         An accumulation option with a guaranteed
                                   minimum interest rate.  Aetna may credit a
                                   higher rate which is not guaranteed.  The
                                   portion that may be withdrawn or transferred
                                   in a 12 month period is restricted (See 3.08,
                                   3.14 and 3.15).


                                        6
<PAGE>

1.12   FIXED PLUS ACCOUNT          Aetna will add interest daily at an annual
       GUARANTEED INTEREST         rate no less than that shown on Contract
       RATE:                       Schedule I on any Net Contribution(s) to the
                                   Fixed Plus Account.  Aetna may add interest
                                   daily at a higher rate determined by its
                                   Board of Directors.

1.13   FIXED ANNUITY:              An Annuity with payments that do not vary in
                                   amount.

1.14   FUND(S):                    The open-end registered management investment
                                   companies (mutual funds) in which the
                                   Separate Account invests.

1.15   GENERAL ACCOUNT:            The account holding the assets of Aetna,
                                   other than those assets held in Aetna's
                                   Separate Account(s) and Nonunitized Separate
                                   Account(s).

1.16   GUARANTEED ACCUMULATION     An accumulation option where Aetna guarantees
       ACCOUNT (GA ACCOUNT):       stipulated rate(s)  of interest for a
                                   specified period of time.  All assets of
                                   Aetna, including amounts in the Nonunitized
                                   Separate Account, are available to meet the
                                   guarantees for the GA Account.

1.17   GA ACCOUNT GUARANTEED       Aetna will declare the interest rate(s)
       INTEREST RATE:              applicable to a specific Guaranteed Term at
                                   the start of the Deposit Period for that
                                   Guaranteed Term.  The rate(s) are guaranteed
                                   by Aetna for that Deposit Period and the
                                   ensuing Guaranteed Term.  The Guaranteed
                                   Interest Rates are annual effective yields.
                                   That is, interest is credited daily at a rate
                                   that will produce the Guaranteed Interest
                                   Rate over the period of a year.  No
                                   Guaranteed Interest Rate will ever be less
                                   than the Minimum Guaranteed Interest Rate
                                   shown on Contract Schedule I.

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

1.18   GUARANTEED TERM:            The period of time for which GA Account
                                   Guaranteed Interest Rates are guaranteed on
                                   Net Contributions, Transfers and
                                   Reinvestments made into a current Deposit
                                   Period for the GA Account.  Such period
                                   begins on the day following the close of the
                                   Deposit Period and ends on the designated
                                   Maturity Date.  Guaranteed Terms are offered
                                   at Aetna's discretion for various lengths of
                                   time ranging up to and including ten years
                                   and are classified as follows:

                                   SHORT-TERM.  Three (3) or fewer years.
                                   Amounts allocated to a short-term Term are
                                   held in the General Account.

                                   LONG-TERM.  More than three (3) years, but
                                   not more than ten (10).  Amounts allocated to
                                   a long-term Term are held in the Nonunitized
                                   Separate Account.

                                   During a Deposit Period, Aetna may make
                                   available any number of Guaranteed Terms.
                                   The Participant may allocate Net
                                   Contributions and Transfers into any or all
                                   of the available Guaranteed Terms.


                                        7
<PAGE>

1.19   INDIVIDUAL ACCOUNT:         This Contract is issued to the Contract
                                   Holder.  However, Aetna will maintain at
                                   least two Individual Accounts for each
                                   Participant.  These are:

                                   (a) An Employer Account:  This Individual
                                       Account will be credited with employer 
                                       Net Contribution(s) and transferred 
                                       amounts of 403(b) funds, attributable 
                                       to employer contributions; and

                                   (b) An Employee Account:  This Individual
                                       Account will be credited with employee 
                                       Net Contribution(s) and transferred 
                                       amounts of 403(b) funds, attributable 
                                       to employee contributions.

1.20   LOAN ACCOUNT:               An account established for record keeping
                                   purposes and credited with the amount on any
                                   loan.

1.21   MARKET VALUE ADJUSTMENT     An adjustment to the amount withdrawn or
       (MVA):                      Transferred from an  GA Account Guaranteed
                                   Term prior to the end of that Guaranteed
                                   Term.  The adjustment reflects the change in
                                   the value of the investment due to changes in
                                   interest rates since the date of deposit and
                                   is computed using the formula given in 3.07.
                                   The adjustment is expressed as a percentage
                                   of each dollar being withdrawn.

1.22   MATURED TERM VALUE:         The amount payable on a GA Account Guaranteed
                                   Term's Maturity Date.

1.23   MATURED TERM VALUE          During the calendar month following a GA
       TRANSFER:                   Account Maturity Date, the Participant may
                                   notify Aetna's Home Office in writing to
                                   Transfer or withdraw all or part of the
                                   Matured Term Value, plus interest at the new
                                   Guaranteed Rate accrued thereon, from the GA
                                   Account without an MVA.  This provision only
                                   applies to the first such written request
                                   received from the Participant during this
                                   period for any Matured Term Value.

1.24   MATURITY DATE:              The last day of a GA Account Guaranteed Term.

1.25   NET CONTRIBUTION:           A Contribution less any applicable premium
                                   taxes.

1.26   NONUNITIZED SEPARATE        An account established by Aetna under Section
       ACCOUNT:                    38a-433 of the Connecticut General Statutes
                                   that holds assets for GA Account Terms (See
                                   1.18) greater than three years.  The Contract
                                   Holder or Participant does not participate in
                                   the investment gain or loss from the assets
                                   held in the Nonunitized Separate Account.
                                   Such gain or loss is borne entirely by Aetna.
                                   Assets in this account may be charged with
                                   liabilities arising out of any other Aetna
                                   business.

1.27   PARTICIPANT:                A person who participates in the Plan named
                                   on the cover of the Contract.


                                        8
<PAGE>

1.28   PLAN:                       The Plan intended to qualify under Section
                                   403(b) of the Code and named on the cover of
                                   the Contract.  The Plan is not a part of the
                                   Contract and Aetna is not bound by its terms.

1.29   REINVESTMENT:               Aetna will mail a notice to the Participant
                                   at least 18 calendar days before a Guaranteed
                                   Term's Maturity Date.  This notice will
                                   contain the Terms available during the
                                   current Deposit Periods with their Guaranteed
                                   Interest Rate(s) and projected Matured Term
                                   Value.  If no specific direction is given by
                                   the Participant 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
                                   in the same classification.  If no shorter
                                   Guaranteed Term is available, the next longer
                                   Guaranteed Term will be used.  Aetna will
                                   mail a confirmation statement to the
                                   Participant, the next business day after the
                                   Maturity Date.  This notice will state the
                                   Guaranteed Term and Guaranteed Interest
                                   Rate(s) which will apply to the reinvested
                                   Matured Term Value.

1.30   SEPARATE ACCOUNT:           An account, established by Aetna under
                                   Section 38a-433 of the Connecticut General
                                   Statutes, that buys and holds shares of the
                                   Fund(s) available under this Contract.
                                   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 of such amounts.  Amounts in
                                   the Separate Account are not generally
                                   guaranteed and are held at market value.  The
                                   assets of the Separate Account, to the extent
                                   of reserves and other contract liabilities of
                                   the Account,  cannot be charged with other
                                   Aetna liabilities.

1.31   TRANSFER:                   The movement of invested amounts among the
                                   available Fund(s); the Fixed Plus Account and
                                   the GA Account during the Accumulation
                                   Period.

1.32   VALUATION PERIOD:           The period as of 4:15 p.m. Eastern time on
                                   each day the New York Stock Exchange is open
                                   for business to 4:15 p.m. Eastern time of the
                                   next such business day, or such other day
                                   that one or more of the Fund(s) determines
                                   its net asset value.

1.33   VARIABLE ANNUITY:           An Annuity with payments that vary with the
                                   net investment results of the Funds available
                                   during the Annuity period.

II. GENERAL PROVISIONS
- -------------------------------------------------------------------------------

2.01   CHANGE OF CONTRACT:         (a) Only an authorized Aetna officer can
                                       change the provisions of the Contract and
                                       the change must be in writing.

                                   (b) Aetna cannot change the amount or terms
                                       of Annuity benefit payments after payment
                                       has commenced.


                                        9

<PAGE>

2.01   CHANGE OF CONTRACT          (c) Aetna may change the following provisions
       (CONT'D):                       without Contract Holder consent.

                                       (1) Any provision that must be changed to
                                           comply with state or federal law
                                       (2) Calculation of the Market Value
                                           Adjustment
                                       (3) Estate Conservation Option
                                       (4) Systematic Withdrawal Option
                                       (5) Allocation of Contributions or
                                           Transfers to the Fixed Plus Account
                                       (6) New Annuity Options

                                       Aetna will notify the Contract Holder, in
                                       writing, at least thirty (30) days before
                                       the effective date of the change.  Such a
                                       change will apply to all current and
                                       future Individual Accounts.

                                   (d) Aetna may change the Tables for
                                       determining the amount of Annuity benefit
                                       payments without Contract Holder consent.
                                       Such a change will not become effective
                                       earlier than twelve months after (1) the
                                       effective date of the Contract, or (2)
                                       the effective date of a previous change.
                                       Aetna will notify the Contract Holder, in
                                       writing, at least thirty (30) days before
                                       the effective date of the change.  The
                                       change will apply to all current and
                                       future Individual Accounts.

                                   (e) The Contract Holder must agree to any
                                       change in provisions concerning the
                                       following:

                                       (1) A reduction in the GA Account Minimum
                                           Guaranteed Interest Rate
                                       (2) A reduction in the Fixed Plus Account
                                           Minimum Guaranteed Interest Rate
                                       (3) Fund Accumulation Period Net Return
                                           Factor
                                       (4) Current Value
                                       (5) Annuity Unit Value
                                       (6) Existing Annuity Options
                                       (7) Fixed Annuity Minimum Guaranteed
                                           Interest Rates

                                       Aetna will notify the Contract Holder, in
                                       writing, at least thirty (30) days before
                                       the effective date of the proposed
                                       change.  Such a change will apply to
                                       future Individual Accounts.

                                       If the Contract Holder does not agree to
                                       a proposed change, Aetna reserves the
                                       right to: (1) discontinue establishing
                                       new Individual Accounts; and (2)
                                       discontinue accepting Contributions to
                                       existing Individual Accounts.

2.02   CHANGE OF FUND:             Aetna, or the Separate Account, may:

                                   (a) Change the Fund(s) in which the
                                       Separate Account invests; and/or

                                   (b) Replace the shares of any Fund(s)
                                       held in the Separate Account with
                                       shares of any other Fund(s).


                                       10
<PAGE>

2.02   CHANGE OF FUND              Changes must be:
       (CONT'D):

                                   (a) Approved by a majority vote in the
                                       Separate Account with respect to the
                                       Fund(s) whose shares are to be replaced;

                                   (b) Deemed necessary by Aetna under the
                                       Investment Company Act of 1940; or

                                   (c) Deemed necessary by Aetna to accomplish
                                       the purpose of the Separate Account.

                                   Aetna will notify the Contract Holder of any
                                   such change.

2.03   NONPARTICIPATING            The Contract Holder, Participants, or
       CONTRACT:                   Beneficiaries will not have a right to share
                                   in the earnings of Aetna.

2.04   PAYMENTS:                   (a) Aetna will make distributions as directed
                                       by the Contract Holder.  Aetna will
                                       determine the amount of payments based on
                                       the Individual Account's Current Value as
                                       of the date on which a request is
                                       received in good order at Aetna's Home
                                       Office.  Payments will be made within
                                       seven (7) calendar days of receipt of a
                                       written request in good order at Aetna's
                                       Home Office.

                                   (b) Aetna may defer payments: (1) for a
                                       period of up to six (6) months (unless
                                       not allowed by state law); and (2) as
                                       allowed by federal law.

2.05   STATE LAWS:                 This Contract complies with the laws of the
                                   state in which it is delivered.  Any cash,
                                   death, or Annuity payments are equal to or
                                   greater than the minimum required by such
                                   laws.  Annuity tables for legal reserve
                                   valuation shall be as required by state law.
                                   Such tables may be different from Annuity
                                   tables used to determine Annuity payments.

2.06   CONTROL OF CONTRACT:        The Contract is designed to fund a
                                   governmental plan which provides for
                                   retirement income that is not subject to
                                   Title I of the Employee Retirement Income
                                   Security Act of 1974 (ERISA), as amended by
                                   subsequent law including REA.

                                   The Participant may select the investment
                                   option(s) for the Employer Account and the
                                   Employee Account.  Choices made under the
                                   Contract must be in writing or in a form
                                   satisfactory to Aetna.  Until receipt of such
                                   choices in its Home Office, Aetna may rely on
                                   any previous choices made.  No distributions
                                   will be made from the Employer Account or the
                                   Employee Account without the Contract
                                   Holder's written direction to Aetna.

                                   (a) Nontransferable and Nonassignable:  The
                                       Contract and any Individual Accounts are
                                       nontransferable and nonassignable, except
                                       to Aetna in the event of a loan, or
                                       pursuant to a "qualified domestic
                                       relations order" as set forth under the
                                       Internal Revenue Code of 1986, as it may
                                       be amended from time to time.


                                       11
<PAGE>


2.06   CONTROL OF CONTRACT         (b) Distributions: A Participant may apply
       (CONT'D):                       for a distribution from his or her
                                       Employee Account or Employer Account.
                                       However, the Contract Holder must certify
                                       in writing that the distribution is in
                                       accordance with the terms of the Plan.

                                   (c) Participant Rights/Employee Account: The
                                       Participant has a nonforfeitable right to
                                       the value of his or her Employee Account
                                       pursuant to the terms of the Plan as
                                       interpreted by the Contract Holder.

                                   (d) Participant Rights/Employer Account: The
                                       Participant has a nonforfeitable right to
                                       the value of his or her Employer Account
                                       pursuant to the terms of, and to the
                                       extent of his or her vested percentage
                                       under, the Plan as interpreted by the
                                       Contract Holder.  It is the Contract
                                       Holder's responsibility to maintain
                                       records of the Participant's vesting
                                       percentages.  Aetna will not maintain nor
                                       keep such records.

2.07   MISSTATEMENTS AND           If Aetna finds the age of any payee to be
       ADJUSTMENTS:                misstated, the correct facts will be used to
                                   adjust payments.

2.08   INCONTESTABILITY:           Aetna cannot cancel this Contract because of
                                   any error of fact on the application.

2.09   GRACE PERIOD:               This Contract will remain in effect even if
                                   Contributions are not continued except as
                                   provided in 3.17.

2.10   INDIVIDUAL CERTIFICATES:    Aetna shall issue certificates to
                                   Participants as required by the state in
                                   which the Contract is delivered.  The
                                   certificate will summarize certain provisions
                                   of the Contract.  Certificates are for
                                   information only and are not a part of the
                                   Contract.

III. CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS
- -------------------------------------------------------------------------------
3.01   LIMITATIONS ON              The Contribution(s) made to the Employee and
       CONTRIBUTIONS:              Employer Account in any year cannot exceed
                                   the lesser of the amount determined under the
                                   exclusion allowance of Code Section 403(b)(2)
                                   or the annual additions limitation of Code
                                   Section 415(c)(1).  In addition, in no event
                                   may the Contribution(s) attributable to
                                   elective deferrals as defined in Code Section
                                   402(g) exceed $9,500 (or, such larger amount
                                   as adjusted by the Secretary of the Treasury)
                                   during any calendar year, unless the
                                   alternate limitation of Code Section
                                   402(g)(8) applies.


                                       12

<PAGE>

3.02   NET CONTRIBUTION(S):        The Net Contribution equals the actual
                                   Contribution less any applicable premium tax.
                                   Generally, Aetna will deduct the premium tax
                                   when Annuity benefits are purchased (See
                                   Section V).  If Aetna determines that under
                                   applicable state law, it must pay a premium
                                   tax when the Contribution is received, or at
                                   any other time, it will deduct the tax at
                                   that time.  The Net Contribution(s) may be
                                   allocated among the following investment
                                   options:

                                   (a) The Fixed Plus Account; and
                                   (b) The current Deposit Period(s) for
                                       Guaranteed Terms under the GA Account;
                                       and
                                   (c) The Fund(s) in which the Separate Account
                                       invests.

                                   Aetna must be told the percentage of all Net
                                   Contributions to allocate to one or more of
                                   the investment options.  Aetna reserves the
                                   right to require a minimum Contribution
                                   amount per Individual Account.

3.03   EXPERIENCE CREDITS:         Aetna may apply experience credits under this
                                   Contract.  Any such credits will be computed
                                   as decided by Aetna.

3.04   FUND RECORD UNITS:          The portion of the Net Contribution(s)
                                   applied to each Fund under the Separate
                                   Account will determine the number of Fund
                                   record units credited to the Individual
                                   Account for that Fund.  This number is equal
                                   to the Net Contribution applied to the Fund
                                   divided by the Fund record unit value (see
                                   3.05) for the Valuation Period in which the
                                   Contribution is received in good order.

3.05   FUND RECORD                 A Fund record unit value is computed by
       UNIT VALUE:                 multiplying the net return Factor (See 3.06)
                                   for the current Valuation Period by the Fund
                                   record unit value for the previous Period.
                                   The dollar value of a Fund record unit,
                                   Separate Account assets, and Variable Annuity
                                   payments may go up or down due to investment
                                   gain or loss.

3.06   FUND NET                    The net return factor(s) are used to compute
       RETURN FACTORS:             all Separate Account record units for any
                                   Fund.  The net return factor for each Fund is
                                   equal to 1.0000000 plus the net return rate.

                                   The net return rate is equal to:

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

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

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

                                   (d) The total value of the Fund record units
                                       and Fund annuity units of the Separate
                                       Account at the start of the Valuation
                                       Period; minus


                                       13
<PAGE>

3.06   FUND NET                    (e) A Separate Account charge at an annual
       RETURN FACTORS                  effective rate as shown on Contract
       (CONT'D):                       Schedule I for Annuity mortality and
                                       expense risks, asset based sales charge
                                       and profit and a daily administrative
                                       charge which will not exceed the amount
                                       shown on Contract Schedule I on an annual
                                       basis.  The administrative charge may be
                                       changed annually except for amounts which
                                       have been used to purchase an Annuity.

                                   A net return rate may be more or less than
                                   0%.

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

3.07   MARKET VALUE                (a) An MVA will be applied to any withdrawal
       ADJUSTMENT:                     from the GA Account Term before the
                                       Maturity Date due to:

                                       (1) A Transfer;
                                       (2) A full or partial withdrawal; or
                                       (3) A payment of a premium for Annuity
                                           Option 2.

                                   The amount of the withdrawal will be adjusted
                                   to a market value amount as described in (b).

                                   (b) Market value adjusted amounts will be
                                       equal to the amount withdrawn multiplied
                                       by the following ratio

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

                                           Where:
                                                i   is the Deposit Period Yield
                                                j   is the Current Yield
                                                x   is the number of days
                                                    remaining, (computed from
                                                    Wednesday of the week of
                                                    withdrawal) in the Term.

                                   (c) The Deposit Period Yield will be
                                       determined as follows:

                                       (1) 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 Term.
                                       (2) The Deposit Period Yield is the
                                           average of those yields for the
                                           Deposit Period.  If withdrawal is
                                           made prior to the close of the
                                           Deposit Period, it is the average of
                                           those yields on each week preceding
                                           withdrawal.


                                       14
<PAGE>

3.07   MARKET VALUE                    (3) The Current Yield is the average of
       ADJUSTMENT                          the yields on the last business day
       (CONT'D):                           of the week preceding withdrawal on
                                           the same U.S. Treasury Notes included
                                           in the Deposit Period Yield.

                                       (4) In the event that no U.S. Treasury
                                           Notes which mature in the last three
                                           months of the Term exist, Aetna
                                           reserves the right to use the U.S.
                                           Treasury Notes that mature in a
                                           following quarter.

                                   (d) Full and partial withdrawals as well as
                                       Transfers made within six (6) months
                                       after the Participant's date of death
                                       under the Amount Payable at Death
                                       provision (See 3.18) will be the greater
                                       of:

                                       (1) The aggregate MVA amount which is the
                                           sum of all market value adjusted
                                           amounts calculated due to a
                                           withdrawal of amounts (for withdrawal
                                           or Transfer) from Terms prior to the
                                           end of those Terms.  The aggregate
                                           MVA may be either positive or
                                           negative; or

                                       (2) The applicable portion of the Current
                                           Value in the GA Account.

                                   (e) After the six month period, the
                                       withdrawal or Transfer will be the
                                       aggregate MVA amount (i.e., including all
                                       MVAs).

                                   (f) The greater of the aggregate MVA amount
                                       or the applicable portion of the Current
                                       Value in the GA Account is applied to
                                       amounts withdrawn from the GA Account for
                                       payment of a premium under Annuity
                                       options 3 or 4.

3.08   TRANSFER(S):                Before an Annuity option is elected, all or
                                   any portion of the Adjusted Current Value of
                                   the Individual Account (subject to the
                                   limitations described below) may be
                                   transferred from any Fund, the Fixed Plus
                                   Account or the GA Account:
                                   (a) To any Fund; or
                                   (b) To the Fixed Plus Account; or
                                   (c) To any Guaranteed Term of the GA Account
                                       with a different classification available
                                       in the Current Deposit Period.

                                   Transfer requests can be submitted as a
                                   percentage or as a dollar amount.  Aetna may
                                   establish a minimum transfer amount.  Within
                                   a Guaranteed Term classification, the amount
                                   transferred will be withdrawn from the oldest
                                   Deposit Period, then from the next oldest,
                                   and so on until the amount requested is
                                   satisfied.

                                   Amounts applied to Guaranteed Terms of the GA
                                   Account may not be transferred to the Funds,
                                   the Fixed Plus Account or to another
                                   Guaranteed Term during the Deposit Period or
                                   90 days after the close of the Deposit Period
                                   except for Matured Term Value(s) during the
                                   calendar month following the Term's Maturity
                                   Date.


                                       15
<PAGE>

3.08   TRANSFER(S) (CONT'D):       Transfers from Guaranteed Terms of the GA
                                   Account are subject to the MVA provisions of
                                   3.07. 

                                   During each rolling twelve (12) month
                                   period, up to 20% of the Fixed Plus Account
                                   value may be transferred to one or more of
                                   the Fund(s), and/or the GA Account's then-
                                   current Deposit Period.  The 20% limit is
                                   reduced by any partial withdrawals, Transfers
                                   or amounts taken as a loan or used to
                                   purchase an Annuity during the twelve (12)
                                   month period.  Aetna reserves the right to
                                   include amounts paid under ECO and SWO
                                   provisions for purposes of applying this 20%
                                   limit.  This limit is waived when the balance
                                   in the Fixed Plus Account is $1,000 or less
                                   on the date the Transfer request is received
                                   in good order at Aetna's Home Office.

                                   The Participant may make an unlimited number
                                   of Transfers during the Accumulation Period.
                                   The number of free Transfers allowed by Aetna
                                   is shown on Contract Schedule I.  Additional
                                   Transfers may be subject to a Transfer fee as
                                   shown on Contract Schedule I.  Transfers from
                                   the GA Account of a Matured Term Value on or
                                   within one calendar month of a Term's
                                   Maturity Date do not count against the annual
                                   Transfer limit.

3.09   LOANS:                      During the Accumulation Period, the
                                   Participant may request a loan from his or
                                   her Individual Account by submitting a loan
                                   request form.  The loan effective date is the
                                   date Aetna receives a loan request form in
                                   good order at its Home Office.

                                   A loan will not be allowed within 12 months
                                   of the effective date of any prior loan.  The
                                   Employee and Employer Accounts Current Value
                                   must be at least $2,000 and the minimum loan
                                   amount is $1,000.

                                   A loan that meets provisions set forth in
                                   Code Section 72(p) is not considered a
                                   taxable distribution.

                                   (a) The amount available for a loan is
                                       calculated based on the Current Value of
                                       the Employer and Employee Accounts.  The
                                       loan amount is limited to the lesser of:

                                       (1) 50% of the Employee and Employer
                                           Accounts vested Current Value on the
                                           date the loan is made; or

                                       (2) $50,000 reduced by the amount of the
                                           highest outstanding loan balance
                                           during the preceding 12 month period
                                           that ends the day before the current
                                           loan is made.

                                       Loans may only be made from the Employee
                                       Account and the vested portion of the
                                       Employer Account.


                                       16

<PAGE>

3.09   LOANS                       (b) When the loan is made, only amounts in
       (CONT'D):                       the Funds and Fixed Plus Account may be
                                       withdrawn and transferred to the Loan
                                       Account.  The amounts will be withdrawn
                                       in the same proportion as the Employee
                                       Account and the Employer Account's vested
                                       Current Value are divided between the
                                       Fixed Plus Account and/or Funds on the
                                       loan's effective date.

                                       If the amount of the loan requested would
                                       require the proportionate amount
                                       transferred from the Fixed Plus Account
                                       to exceed the amount that would be
                                       allowed under the 20% limit described in
                                       Section 3.08, the Participant may
                                       transfer an additional amount from the
                                       Fixed Plus Account.

                                       The additional amount will be limited and
                                       will never exceed 50% of the Fixed Plus
                                       Account value on the effective date of
                                       the loan, minus any previous partial
                                       withdrawal or Transfer during the 12-
                                       month period the loan becomes effective.
                                       Aetna reserves the right to change the
                                       maximum percentage a Participant can
                                       transfer from the Fixed Plus Account for
                                       the purpose of taking a loan.

                                       If the amount needed to make the loan
                                       exceeds the Fixed Plus Account Transfer
                                       limit, the additional amount will be
                                       withdrawn proportionately from the Funds.

                                   (c) Aetna will record the percentage by which
                                       any amount withdrawn from the Fixed Plus
                                       Account exceeds the 20% Transfer limit
                                       covered in Section 3.08.  The percentage
                                       will equal the amount transferred from
                                       the Fixed Plus Account that exceeds the
                                       20% withdrawal limit divided by the total
                                       amount of the loan.  In the event of a
                                       loan payment default, this percentage
                                       will be used to calculate the penalty
                                       that would be applied as described in (h)
                                       below.

                                   (d) The loan interest rate will be 5%.

                                   (e) Interest on the Loan Account balance will
                                       be calculated daily at a rate to yield an
                                       effective annual rate of 3%.  Interest
                                       will be credited quarterly based on the
                                       loan's effective date and credited to the
                                       Funds and/or Fixed Plus Account in the
                                       same proportion in which the loan amount
                                       was withdrawn.

                                   (f) Principal and interest on loans is
                                       amortized in quarterly payments over a
                                       one to five year term.  The Participant
                                       chooses the number of years.  An
                                       exception applies to loans taken for the
                                       acquisition of the Participant's
                                       principal residence.  Loans for this
                                       purpose can be amortized quarterly over a
                                       one to 20 year term, as elected by the
                                       Participant.  The Participant must
                                       certify in writing that a loan is for the
                                       purchase of a principal residence.

                                       The term of the loan, elected by the
                                       Participant, must result in full
                                       repayment no later than December 31 of
                                       the calendar year prior to the calendar
                                       year in which the Participant reaches age
                                       70 1/2.


                                       17
<PAGE>

3.09   LOANS                           The entire Loan Account balance may be
       (CONT'D):                       paid in full at any time.  Aetna will
                                       bill the Participant for any loan
                                       interest accrued to the date the payment
                                       is received.  Aetna will consider the
                                       loan paid when the interest amount is
                                       received.

                                   (g) A bill in the amount of the quarterly
                                       payment due will be mailed to the
                                       Participant in advance of the due date.
                                       The first due date is three months from
                                       the loan's effective date and quarterly
                                       thereafter.  A loan payment will be in
                                       default if it is not received by Aetna at
                                       its Home Office by the due date.

                                       The principal portion of each loan
                                       payment will be credited to the
                                       Participant's Fixed Plus Account and/or
                                       the Funds in the same proportion in which
                                       the loan amount was withdrawn.  The Loan
                                       Account will then be reduced by the
                                       principal portion of the payment.

                                   (h) If a payment is in default, a partial
                                       withdrawal in an amount equal to the
                                       payment due will be deducted from the
                                       Individual Account at the close of
                                       business on the due date.  Payments that
                                       are less than the amount due will be
                                       returned and if the full payment is not
                                       received by the due date, the payment
                                       will be in default.

                                       The required amount will be withdrawn
                                       from the Fixed Plus Account and/or the
                                       Funds in the same proportion in which the
                                       loan amount was withdrawn.  This amount
                                       will be applied as a loan payment as set
                                       forth in (g) above.  Aetna will report to
                                       the IRS the amount withdrawn to pay the
                                       default.

                                       In addition, if the amount withdrawn from
                                       the Fixed Plus Account to make the loan
                                       exceeded the 20% annual withdrawal
                                       limitation described in Section 3.14, a
                                       5% charge will be assessed on the same
                                       percentage of the defaulted payment.  For
                                       example, if 60% of the amount withdrawn
                                       was in excess of the limit, then 60% of
                                       the amount withdrawn for the defaulted
                                       payment will be subject to the additional
                                       5% charge.

                                   (i) If a Participant makes a payment that is
                                       more than the billed amount, the excess
                                       will be credited to the Fixed Plus
                                       Account and/or the Funds in the same
                                       proportion in which the loan amount was
                                       withdrawn.  The Loan Account will be
                                       reduced by the additional amount.  On the
                                       following loan anniversary date, future
                                       payments will be recalculated to reflect
                                       the additional principal payment so that
                                       the outstanding balance is amortized in
                                       equal quarterly payments over the
                                       remaining loan term.

                                   (j) Upon the election of an Annuity option or
                                       at the Participant's death, any Loan
                                       Account will be cancelled.  This will
                                       result in a taxable distribution of an
                                       amount equal to the Loan Account balance.
                                       Interest earned but not yet credited will
                                       be credited to, and loan interest accrued
                                       but not paid will be deducted from, the
                                       Current Value in the same proportion in
                                       which the loan amount was withdrawn.


                                       18
<PAGE>

3.09   LOANS                       (k) If there is an outstanding Loan Account
       (CONT'D):                       balance when a Participant makes a full
                                       withdrawal of the Current Value of his or
                                       her Individual Account (1) interest
                                       earned but not credited will be credited
                                       to, and (2) uncollected accrued loan
                                       interest will be deducted from the
                                       Current Value.  The Loan Account will be
                                       cancelled resulting in a taxable
                                       distribution of an amount equal to the
                                       Loan Account balance.

3.10   NOTICE TO THE               Each year, Aetna will notify the
       PARTICIPANT:                Participant of:

                                   (a) The value of any amounts held in:
                                       (i) The Fixed Plus Account,
                                       (ii) The GA Account,
                                       (iii)The Fund(s) for the Separate
                                            Account;
                                   (b) The number of any Fund(s) record units;
                                   (c) The Fund(s) record unit value(s);
                                   (d) The amount available for withdrawal; and
                                   (e) The Loan Account value.

                                   This information will be as of a date no more
                                   than sixty (60) days before the date of the
                                   notice.

3.11   WITHDRAWAL RESTRICTIONS:    Limitations apply to full and partial
                                   withdrawals of any Restricted Amount from
                                   this Contract, as required by Code Section
                                   403(b)(11).  The Restricted Amount is the sum
                                   of:

                                   (a) Net Contributions attributable to
                                       Participant salary reduction
                                       contributions made on and after January
                                       1, 1989 if any; plus
                                   (b) The net increase, if any, in the Current
                                       Value of the Employee Account after
                                       December 31, 1988 attributable to
                                       investment gains and losses and credited
                                       interest.

                                   The Restricted Amount may be fully or
                                   partially surrendered only if one or more of
                                   the following conditions are met:

                                   (a) The Participant has reached age 59 1/2;
                                   (b) The Participant has separated from
                                       service;
                                   (c) The Participant has died;
                                   (d) The Participant has become disabled,
                                       within the meaning of Code Section 
                                       72 (m)(7); or
                                   (e) The withdrawal is otherwise allowed by
                                       federal law, regulations or rulings.

                                   A full or partial withdrawal is also allowed
                                   if the Participant incurs a "hardship" as
                                   that term is defined in the Code or
                                   regulations under Code Section 403(b).

                                   However, the amount available for hardship is
                                   limited to the lesser of the amount necessary
                                   to satisfy the need, or the Net Contributions
                                   attributable to Participant salary reduction
                                   contributions made on and after January 1,
                                   1989.


                                       19
<PAGE>

3.11   WITHDRAWAL RESTRICTIONS     The Contract Holder must certify that one of
       (CONT'D):                   these conditions has been met before a
                                   withdrawal request will be considered to be
                                   in good order.  The Contract Holder must
                                   notify Aetna in writing when a lump sum
                                   payment is to be made or Annuity payments are
                                   to commence.

                                   If, pursuant to Revenue Ruling 90-24, amounts
                                   are transferred to this Contract from a Code
                                   Section 403(b)(7) custodial account, the
                                   December 31, 1988 value from such transferred
                                   amount may be distributed upon the Contract
                                   Holder's request.  The Contract Holder must
                                   certify that one of the conditions mentioned
                                   above has been met or that the Participant
                                   has incurred a hardship.  The remaining
                                   transferred value from the Employee Account
                                   will be considered a Restricted Amount
                                   subject to the Surrender Restrictions of this
                                   subsection.

3.12   MANNER AND TIMING           (a) A distribution to a Participant may be
       OF DISTRIBUTIONS:               made in a lump sum, as one of the
                                       Distribution Options described in Section
                                       IV, or as one of the Annuity options in 
                                       Section V.  The Participant may elect the
                                       form of distribution subject to 
                                       certification in writing by the Contract
                                       Holder that the Participant is eligible 
                                       both as to the timing and form of 
                                       distribution.

                                   (b) The distribution of benefits from the
                                       Employee and Employer Account must begin
                                       by April 1 of the calendar year following
                                       the calendar year in which the
                                       Participant attains age 70 1/2 or
                                       retires, whichever occurs later.
                                   (c) If the Participant does not request
                                       commencement of benefits from the
                                       Employee and Employer Account as
                                       described above, Aetna will not be
                                       responsible for compliance with the Code
                                       Section 401(a)(9) minimum distribution
                                       requirements or for any adverse tax or
                                       other consequences that may result.

3.13   WITHDRAWAL:                 (a) The Participant may withdraw any portion
                                       or all of an Individual Account Adjusted
                                       Current Value and transfer such amount to
                                       another investment provider under the
                                       Plan.  The withdrawal and transfer
                                       request must be submitted in writing to
                                       Aetna.

                                   (b) Except as described in Section 3.14,
                                       unless the Participant specifies
                                       otherwise, partial withdrawals are
                                       satisfied by withdrawing amounts on a pro
                                       rata basis from each of the investment
                                       options in which the Individual Account
                                       is invested.

                                   (c) When amounts are withdrawn from the GA
                                       Account, amounts in Short-Term and Long-
                                       Term Classifications are treated as
                                       separate investment options and amounts
                                       are taken on a pro rata basis.  Within a
                                       Classification, amounts will be withdrawn
                                       starting with the Term still in effect
                                       with the oldest Deposit Period.

                                   (d) Any amount withdrawn from the Fixed Plus
                                       Account will be subject to the
                                       limitations in 3.14, 3.15 and 3.16.


                                       20
<PAGE>


3.14   PARTIAL WITHDRAWAL          The amount eligible for partial withdrawal is
       FROM THE FIXED PLUS         20% of the Current Value of the amount held
       ACCOUNT:                    in the Fixed Plus Account on the day Aetna's
                                   Home Office receives a written request,
                                   reduced by any previous Transfer, partial
                                   withdrawal or amounts taken as a loan or used
                                   to purchase Annuity benefits during the prior
                                   12 months.  Aetna reserves the right to
                                   include amounts paid under ECO and SWO for
                                   purposes of applying this 20% limit.
                                   However, SWO is unavailable if a Fixed Plus
                                   Account Transfer or withdrawal is requested
                                   within the current 12 month period.

                                   The 20% limit applicable to partial
                                   withdrawals from the Fixed Plus Account will
                                   be waived under certain conditions and will
                                   apply when the partial withdrawal is made on
                                   a pro rata basis from all options used under
                                   the Participant's Individual Account.  (See
                                   Contract Schedule I).

3.15   PAYMENT OF FIXED            When Aetna receives a full withdrawal
       PLUS ACCOUNT FULL           request, no additional partial withdrawals or
       WITHDRAWAL:                 Transfers from the Fixed Plus Account are
                                   permitted during the payout period.   If a
                                   full withdrawal is requested, Aetna will pay
                                   any Current Value from the Fixed Plus
                                   Account in five payments as follows:

                                   (a) One-fifth of the Current Value on the day
                                       the request is received in good order at
                                       Aetna's Home Office, reduced by any
                                       amount from the Fixed Plus Account that
                                       was transferred, withdrawn or used for a
                                       loan or to purchase Annuity benefits
                                       during the prior 12 months;
                                   (b) One-fourth of the remaining Current Value
                                       12 months later;
                                   (c) One-third of the remaining Current Value
                                       12 months later;
                                   (d) One-half of the remaining Current Value
                                       12 months later; and
                                   (e) The balance of the Current Value 12
                                       months later.

                                   The Fixed Plus Account full withdrawal
                                   payment provision will be waived when a
                                   withdrawal is:

                                   (a) Due to the Participant's death before
                                       Annuity benefit payments begin;
                                   (b) Used to purchase Annuity benefits; or
                                   (c) When the amount in the Fixed Plus Account
                                       is $3,500 or less and no amount has been
                                       withdrawn, transferred, taken as a loan
                                       or used to purchase Annuity benefits
                                       during the previous 12 months.

                                   Any full withdrawal from the Fixed Plus
                                   Account may be cancelled at any time before
                                   the end of the payment period.

3.16   ALTERNATIVE PAYMENT         As an alternative to 3.15, the Participant
       OF FIXED PLUS ACCOUNT       may elect a lump sum payment.  The lump-sum
       FULL WITHDRAWAL:            payment will be the Individual Account's
                                   Current Value invested in the Fixed Plus
                                   Account less a 3% charge provided:

                                   (i)     the withdrawal is due to the
                                           Participant's separation from service
                                           with the employer;


                                       21
<PAGE>

3.16   ALTERNATIVE PAYMENT         (ii)    the withdrawal request is received at
       OF FIXED PLUS ACCOUNT               Aetna's Home Office within 60 days of
       FULL WITHDRAWAL                     the date the Participant separates
       (CONT'D):                           from service with the employer; and

                                   (iii)   the Contract Holder certifies that
                                           the Participant has separated from
                                           service and is eligible to receive a
                                           lump sum distribution.

3.17   PAYMENT OF MINIMUM          If the Individual Accounts Current Value is
       CURRENT VALUE:              less than $3,500, and no Contributions have
                                   been received for three (3) years, Aetna may
                                   close the Account and pay the Current Value
                                   to the Contract Holder in one lump sum.

3.18   AMOUNT PAYABLE AT           Aetna will pay any portion of the Individual
       DEATH (BEFORE ANNUITY       Account(s) Current Value, to the Beneficiary
       PAYMENTS START):            when:

                                   (a) The Participant dies before Annuity
                                       payments start; and
                                   (b) The certified copy of the death
                                       certificate is received by Aetna.

                                   A guaranteed death benefit is available if
                                   the Beneficiary requests either a lump-sum
                                   payment or an Annuity option within the first
                                   6 months after the Participant's death.

                                   For each Individual Account, the death
                                   benefit is guaranteed to be the greater of:

                                   (a) The Current Value of the Individual
                                       Account plus aggregate positive MVA, as
                                       applicable, on the date the notice of
                                       death and the request for payment are
                                       received in good order at Aetna's Home
                                       Office; or

                                   (b) The total of Net Contribution(s) made to
                                       the Individual Account minus the total of
                                       all partial withdrawals, annuitizations
                                       made from the Individual Account and any
                                       amount allocated from the Individual
                                       Account to the Loan Account.

                                   If the payee of the death proceeds is the
                                   Participant's surviving spouse, the first
                                   Annuity payment or the lump-sum payment may
                                   be deferred to a date not later than when the
                                   Participant would have attained age 70 1/2 or
                                   such later date as may be allowed under
                                   federal law or regulations.  If the
                                   Beneficiary is not the surviving spouse, all
                                   of the Current Value must either be applied
                                   to an Annuity Option within one (1) year of
                                   the Participant's death or be paid to the
                                   payee within five (5) years of the
                                   Participant's death (see Part V).

                                   In no event may any payments to the
                                   Beneficiary under an Annuity option extend
                                   beyond:

                                   (a) The life of the payee determined as of
                                       the date payments are to commence; or
                                   (b) Any certain period greater than the
                                       payee's life expectancy as determined by
                                       regulations under Code Section 401 (a)(9)
                                       as of the date payments are to begin.

                                   Amounts in the GA Account will be payable as
                                   described in Section 3.07(d).


                                       22
<PAGE>

3.19   REINSTATEMENT:              All or a portion of the proceeds of a full
                                   withdrawal of an Individual Account may be
                                   reinvested within 30 days after the surrender
                                   if allowed by law.  Any Market Value
                                   Adjustment deducted from GA Account
                                   withdrawals will not be included in the
                                   reinstatement.  Amounts will be reinstated
                                   among the Fixed Plus Account, GA Account, and
                                   the Fund(s) in the same proportion as they
                                   were at the time of withdrawal.  Any amount
                                   reinstated to the GA Account will be credited
                                   to the current Deposit Period.  The number of
                                   record units reinstated will be based on the
                                   record unit value(s) next computed after
                                   receipt at Aetna's Home Office of the
                                   reinstatement request and the amount to be
                                   reinvested.

                                   Any Individual Account(s) closed because the
                                   Current Value was less than $3,500 may not be
                                   reinstated (see 3.17).

                                   Reinstatement is permitted only once per
                                   Individual Account.

IV. NON-ANNUITY DISTRIBUTION OPTIONS
- --------------------------------------------------------------------------------

4.01   DISTRIBUTION OPTIONS:       The Participant or a surviving spouse may
                                   elect one of the two following distribution
                                   options.  A surviving spouse is eligible to
                                   elect one of these options provided the
                                   spouse is the designated Beneficiary under
                                   the Plan and the Participant had died before
                                   electing an Annuity option and before the
                                   date for required minimum distributions.

4.02   ESTATE CONSERVATION         (a) With the Estate Conservation Option (ECO)
       OPTION:                         a portion of the Individual Account 
                                       Current Value is automatically 
                                       surrendered and distributed each year.
                                       Each payment will be withdrawn from 
                                       the Individual Account in the same 
                                       proportion as assets are held in the
                                       Funds, the GA Account, and the Fixed 
                                       Plus Account on the date the payment
                                       is made.
                                   (b) Payments under ECO will comply with the
                                       incidental death benefit test set forth
                                       in Code Section 401(a)(9).
                                   (c) Distribution Amount:  Each year that ECO
                                       is in effect, Aetna will calculate and
                                       distribute an amount equal to the minimum
                                       distribution required under the Code.
                                       The annual distribution will be
                                       determined by dividing the Individual
                                       Account Current Value as of December 31
                                       of the year prior to the payment year, by
                                       a single or joint life expectancy factor.
                                       If joint life expectancy is elected, the
                                       Beneficiary under ECO must be the same as
                                       the beneficiary of any death benefits
                                       under the Plan.
                                   (d) Life Expectancy Factor:  For the
                                       Participant, the life expectancy factor
                                       is either single life or joint life
                                       expectancy as elected by the Participant,
                                       based on tables in IRS regulations.  For
                                       a spouse Beneficiary, only a single life
                                       expectancy is available.  Life expectancy
                                       factors will be recalculated each year,
                                       unless prohibited by the Code or
                                       regulations.


                                       23
<PAGE>

4.02   ESTATE CONSERVATION             If joint life expectancy is elected and
       OPTION (CONT'D):                the Participant or spouse dies, payments
                                       will be based on the survivor's life
                                       expectancy.  If the Beneficiary is not
                                       the spouse and the Beneficiary dies
                                       first, the joint life expectancy
                                       continues to be used to determine
                                       payments.

                                       If a single life expectancy is elected,
                                       at the death of the Participant (or the
                                       spouse who is the designated Beneficiary
                                       electing ECO after the Participant's
                                       death), the entire value must be
                                       distributed no later than the December 31
                                       of the year following the year of the
                                       Participant's (or spouse's) death.  If a
                                       joint life expectancy is elected, and
                                       both the Participant and spouse have
                                       died, any remaining Current Value must be
                                       distributed no later than the December 31
                                       of the year following the year of the
                                       second death.  If a joint life expectancy
                                       is elected and both the Participant and
                                       non-spouse Beneficiary have died, any
                                       remaining Current Value will be
                                       distributed to a successor Beneficiary
                                       or, if none has been named, then to the
                                       estate of the last to die.

                                   (e) Minimum Current Value:  At its
                                       discretion, Aetna may require a minimum
                                       initial Current Value for election of
                                       this option.  If after election of this
                                       option the Current Value is insufficient
                                       to make a scheduled ECO payment, Aetna
                                       will distribute the entire balance of the
                                       Individual Account.

                                   (f) Distribution Date: The Participant shall
                                       specify an annual distribution date.  The
                                       earliest date is the first day of the
                                       calendar year in which he or she attains
                                       age 70 1/2, or retirement if later.  For
                                       a spouse Beneficiary electing ECO after
                                       the Participant's death, the earliest
                                       date is the date of the Participant's
                                       death.  The first distribution date may
                                       be the 15th of any month, or such other
                                       date Aetna may designate or allow.
                                       Subsequent distributions will be made on
                                       the anniversary of that date.

                                   (g) Election and Revocation:  The Participant
                                       may elect ECO by submitting a completed
                                       and signed election form to Aetna's Home
                                       Office.  The Contract Holder must certify
                                       that the Participant is eligible both as
                                       to the timing and form of distribution.
                                       Once ECO is elected, the Participant may
                                       revoke it by submitting a written request
                                       to Aetna at its Home Office.  Any
                                       revocation will apply only to amounts not
                                       yet paid.  ECO may be elected only once
                                       per Individual Account.


                                       24
<PAGE>

4.03   SYSTEMATIC WITHDRAWAL       (a) With the Systematic Withdrawal Option
       OPTION:                         (SWO) a portion of the individual Account
                                       Current Value is automatically
                                       distributed each year.  A SWO payment
                                       will be calculated on the Individual
                                       Account's Current Value.  Each payment
                                       will be withdrawn from the Individual
                                       Account in the same proportion as assets
                                       are held in the Funds, the GA Account,
                                       and the Fixed Plus Account on the date
                                       the payment is made.

                                   (b) Payments under SWO will comply with the
                                       incidental death benefit test set forth
                                       in Code Section 401(a)(9).

                                   (c) Distribution Amounts:  The Participant
                                       may elect one of the three payment
                                       methods described below.  These
                                       calculations may be changed as necessary
                                       to comply with the Code minimum
                                       distribution rules.  If joint life
                                       expectancy is elected, the Beneficiary
                                       under SWO must be the same as the
                                       beneficiary of any death benefits under
                                       the Plan.

                                       (1) Specified Payment:  Payments of a
                                           designated annual dollar amount.  The
                                           annual amount may not be greater than
                                           the percentage of the Current Value
                                           at time of election as shown on
                                           Contract Schedule I.  This amount
                                           will remain constant unless a higher
                                           amount is required under Code minimum
                                           distribution rules.

                                           Each year that the Specified Payment
                                           is in effect, Aetna will calculate
                                           the minimum required distribution by
                                           dividing the Individual Account
                                           Current Value as of December 31 of
                                           the year prior to the payment year by
                                           a life expectancy factor, and
                                           distribute this amount if it is
                                           larger than the Specified Payment.

                                       (2) Specified Period:  Payments are made
                                           over a period of time.  The number of
                                           years selected may not be less than
                                           the number of years shown on Contract
                                           Schedule I, unless otherwise required
                                           by Code minimum distribution rules.
                                           The maximum specified period will be
                                           limited by the life expectancy
                                           factor.  The amount paid each year is
                                           calculated by dividing the Individual
                                           Account Current Value as of December
                                           31 of the prior year by the number of
                                           payment years remaining.

                                       (3) Specified Percentage: The specified
                                           percentage chosen cannot be greater
                                           than the percentage shown on Contract
                                           Schedule I.  The Participant may
                                           change the specified percentage
                                           elected every six months.  Each
                                           annual distribution is determined by
                                           multiplying the Individual Account
                                           Current Value by the percentage
                                           chosen.  The value to be used in this
                                           calculation is the value on the
                                           December 31st prior to the year for
                                           which the payment is being made.  For
                                           payments made more often than
                                           annually, the annual payment result
                                           (calculated above) is divided by the
                                           number of payments due each year.
                                           Payments will be made each year until
                                           the year the Participant attains age
                                           70 1/2.


                                       25
<PAGE>

4.03   SYSTEMATIC WITHDRAWAL       (d) Life Expectancy Factor:  The life
       OPTION (CONT'D):                expectancy factor for the initial
                                       distribution year is either single life
                                       or joint life expectancy as elected by
                                       the Participant, based on tables in IRS
                                       regulations.  For a spouse Beneficiary,
                                       only a single life expectancy is
                                       available.  With each subsequent year,
                                       the life expectancy factor will be the
                                       life expectancy factor for the initial
                                       distribution year, reduced by one.

                                       If the joint life expectancy is elected
                                       and the Participant or the Beneficiary
                                       dies on or after the required beginning
                                       date for minimum distributions to the
                                       Participant, the joint life expectancy
                                       factor will continue to be reduced by one
                                       for each distribution year.  Payments
                                       will continue unless the Contract Holder
                                       elects an alternate payment mode on
                                       behalf of the survivor.  Any payment mode
                                       elected on behalf of the Beneficiary must
                                       provide payments to be made at least as
                                       rapidly as those made prior to the
                                       Participant's death.

                                       If the Participant dies before the
                                       required beginning date for minimum
                                       distributions, SWO payments will cease
                                       and the Beneficiary may claim the death
                                       benefit in accordance with the terms of
                                       the Contract.  If the Beneficiary is not
                                       the Participant's spouse, the entire
                                       death benefit must be either applied to
                                       an Annuity option within one (1) year of
                                       the Participant's death, or be paid
                                       within five (5) years of the
                                       Participant's death.  If the Beneficiary
                                       is the Participant's spouse, the
                                       distribution is not required to begin
                                       earlier than when the Participant would
                                       have attained age 70 1/2.

                                       If joint life expectancy is elected and
                                       the Beneficiary dies before the required
                                       beginning date for minimum distributions
                                       to the Participant, payments to the
                                       Participant will continue to be based on
                                       joint life expectancy reduced by one for
                                       each distribution year.

                                   (e) Minimum Current Value:  At its
                                       discretion, Aetna may require a minimum
                                       initial Current Value for election of
                                       this option.  If after election of this
                                       option the Current Value is insufficient
                                       to make a scheduled SWO payment, Aetna
                                       will distribute the entire balance of the
                                       Individual Account.

                                   (f) Distribution Date:  The Participant or
                                       spouse Beneficiary shall specify the
                                       distribution date.  The earliest date is
                                       the first day of the calendar year in
                                       which the Participant attains age 59 1/2
                                       or age 55, if separated from service with
                                       the employer at or after age 55.  SWO
                                       payments will be made monthly, quarterly,
                                       semi-annually or annually on the 15th of
                                       any month, or such other date Aetna may
                                       designate or allow.  If payments are made
                                       more frequently than annually, the annual
                                       amount payable each year is divided by
                                       the number of payments due per year.  At
                                       its discretion Aetna may require a
                                       minimum initial payment amount.


                                       26

<PAGE>

4.03   SYSTEMATIC WITHDRAWAL       (g) Election and Revocation:  The Participant
       OPTION (CONT'D):                may elect SWO by submitting a completed
                                       and signed election form to Aetna's Home
                                       Office.  Once SWO is elected, the
                                       Participant may revoke it by submitting a
                                       written request to Aetna's Home Office.
                                       Any revocation will apply only to amounts
                                       not yet paid.  Generally, SWO may be
                                       elected only once, however, if SWO is
                                       elected on and then revoked before the
                                       date distributions were required to begin
                                       under Code Section 401(a)(9), SWO may be
                                       elected on behalf of a spouse Beneficiary
                                       after the death of the Participant.

V. ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

5.01   CHOICES:                    (a) The Participant may elect an Annuity
                                       option by telling Aetna to pay all or any
                                       portion of the Individual Account(s)
                                       Current Value (minus any applicable
                                       premium tax if not previously deducted)
                                       as a premium for an Annuity under option
                                       2, 3, or 4 (see 5.07).  A completed and
                                       signed election form must be submitted to
                                       the Home Office.  The form must include
                                       Contract Holder certification that the
                                       Participant is eligible for a
                                       distribution under the terms of the Plan
                                       and that the Annuity option chosen is
                                       permitted under the terms of the Plan.
                                       Any election of an Annuity option must
                                       comply with the minimum distribution
                                       requirements of Code Section 401(a)(9),
                                       including the incidental death benefit
                                       rule, and the regulations thereunder.
                                       This restriction does not apply if option
                                       4 is chosen and the second Annuitant is
                                       the spouse of the Participant.

                                   (b) Generally, the first Annuity payment must
                                       be made by April 1 of the calendar year
                                       following the year in which the
                                       Participant turns age 70 1/2 or retires,
                                       if later.

                                   (c) When an Annuity option is chosen the
                                       Participant  must designate whether the
                                       Annuity will be Fixed or Variable and
                                       whether the underlying investment will
                                       be:

                                       (1) The General Account;
                                       (2) One or more of the available Fund(s);
                                           or
                                       (3) A combination of (1) and (2).

                                       If a Fixed Annuity is chosen, the Annuity
                                       purchase rate for the option chosen
                                       reflects at least the Minimum Guaranteed
                                       Interest Rate (See Contract Schedule II),
                                       but may reflect a higher interest rate.

                                       If a Variable Annuity is chosen, the
                                       initial Annuity payment for the option
                                       chosen reflects the assumed annual return
                                       rate elected (See Contract Schedule II).

                                   (d) Payments will be made on a monthly basis
                                       unless the Participant requests
                                       otherwise.

                                   (e) Once elected, an Annuity option may not
                                       be revoked, except for option 2 when
                                       elected on a variable basis.



                                       27
<PAGE>

5.02   TERMS OF ANNUITY            (a) No choice of any Annuity option may be
       OPTIONS:                        made if the first payment would be less
                                       than $20 or if the total payments in a
                                       year would be less than $100.

                                   (b) If a Fixed Annuity under option 2, 3 or 4
                                       is elected and a larger Annuity payment
                                       would result from applying the Adjusted
                                       Current Value to a current Aetna single
                                       premium immediate Annuity, Aetna will
                                       make the larger payment.

                                   (c) For purposes of calculating the
                                       guaranteed first payment of a Variable
                                       Annuity or the payments for a Fixed
                                       Annuity, the Annuitant's and second
                                       Annuitant's adjusted age will be used.
                                       The Annuitant's and second Annuitant's
                                       adjusted age is his or her age as of the
                                       birthday closest to the Annuity
                                       commencement date reduced by one year for
                                       Annuity commencement dates occurring
                                       during the period of time from July 1,
                                       1992 through December 31, 1999.  The
                                       Annuitant's and second Annuitant's age
                                       will be reduced by two years for Annuity
                                       commencement dates occurring during the
                                       period of time from January 1, 2000
                                       through December 31, 2009.  The
                                       Annuitant's and second Annuitant's age
                                       will be reduced by one additional year
                                       for Annuity commencement dates occurring
                                       in each succeeding decade.

                                       The Annuity rates for options 3 and 4 are
                                       based on mortality from 1983 Table a.

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

5.03   DEATH PROVISION:            When an Annuitant dies under options 2 or 3,
                                   the present value of any remaining guaranteed
                                   payments will be paid in one sum to the
                                   Beneficiary or, upon the election of the
                                   Beneficiary, any remaining payments will
                                   continue to the Beneficiary.  If a
                                   Beneficiary dies while under option 1 or
                                   while receiving Annuity payments, the present
                                   value of any remaining payments will be paid
                                   in one lump sum to the Beneficiary's estate.
                                   The rate used to determine the present value
                                   for a lump sum payment will be the rate used
                                   to determine the first Annuity payment.

5.04   FUND ANNUITY                The number of Fund(s) annuity units is based
       UNITS:                      on the amount of the first Variable Annuity
                                   payment which is equal to:

                                   (a) The portion of the Current Value (minus
                                       any premium tax) applied to pay a
                                       Variable Annuity; divided by
                                   (b) 1,000; multiplied by
                                   (c) The payment rate for the option chosen.


                                       28
<PAGE>

5.04   FUND ANNUITY                Such amount, or portion, of the variable
       UNITS (CONT'D):             payment will be divided by the appropriate
                                   Fund(s) annuity unit value (see 5.05) on the
                                   tenth Valuation Period before the due date of
                                   the first payment to determine the number of
                                   each Fund annuity units.  The number of each
                                   Fund annuity units remains fixed.  Each
                                   future payment is equal to the sum of the
                                   products of each Fund annuity unit value
                                   multiplied by the appropriate number of
                                   Units.  The Fund annuity unit value on the
                                   tenth Valuation Period prior to the due date
                                   of the payment is used.

5.05   FUND ANNUITY                For any Valuation Period, a Fund(s) annuity
       UNIT VALUE:                 unit value is equal to:

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

                                   (b) The Annuity net return factor(s) (See
                                       5.06) for the Period; multiplied by

                                   (c) A factor to reflect the assumed annual
                                       net return rate.  (See Contract Schedule
                                       II).

                                   The dollar value of a Fund annuity unit
                                   values and Annuity payments may go up or down
                                   due to investment gain or loss.

                                   Payments shall not be changed due to changes
                                   in the mortality or expense results or
                                   administrative charges.

5.06   FUND ANNUITY NET            The Annuity net return factor(s) are used to
       RETURN FACTOR:              compute all Separate Account Annuity payments
                                   for any Fund.

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

                                   The net return rate is equal to:

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

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

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

                                   (d) The total value of the Fund(s) record
                                       units and Fund(s) annuity units of the
                                       Separate Account at the start of the
                                       Valuation Period; minus

                                   (e) A daily charge for Annuity mortality and
                                       expense risks, which may include profit,
                                       (at the annual rate as shown on Contract
                                       Schedule II) and a daily administrative
                                       charge.

                                   A Net Return Rate may be more or less than
                                   0%.

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


                                       29
<PAGE>

5.07   ANNUITY OPTIONS:            Option 1 -- Payments of Interest on Sum Left
                                   with Aetna -- This option may be used only by
                                   the Beneficiary when the Participant dies
                                   before Aetna has started paying an Annuity.
                                   A portion or all of the sum paid upon death
                                   may be held under this option and will be
                                   held in the General Account of Aetna at
                                   interest (see 5.01).  The Beneficiary may
                                   later tell Aetna to:

                                   (a) Pay a portion or all of the sum held by
                                       Aetna; or

                                   (b) Apply a portion or all of the sum held by
                                       Aetna to any Annuity option below.

                                   If the Beneficiary is the Participant's
                                   surviving spouse, payment may be deferred to
                                   a date not later than when the Participant
                                   would have attained age 70 1/2 or such later
                                   date as may be allowed under federal law or
                                   regulations.

                                   If the Beneficiary is not a spouse, the
                                   entire sum must either be applied to an
                                   Annuity option within one year of the
                                   Participant's death or be paid within five
                                   years of the Participant's death.

                                   Option 2 -- Payments for a Stated Period of
                                   Time -- An Annuity will be paid for the
                                   number of years chosen  (See Contract
                                   Schedule II).

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

                                   Option 3 -- Life Income -- An Annuity will be
                                   paid for the life of the Annuitant.  Aetna
                                   may also guarantee payments for 60, 120, 180,
                                   or 240 months if so directed by the
                                   Participant.

                                   Option 4 -- Life Income based upon the lives
                                   of two Annuitants -- An Annuity will be paid
                                   during the lives of the Annuitant and a
                                   second Annuitant.  Payments will continue
                                   until both Annuitants have died.  When this
                                   option is chosen, a choice of the following
                                   must be made:

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

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

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

                                   (d) Payments for a minimum of 120 months,
                                       with 50% of the payment to continue after
                                       the first death; or

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


                                       30

<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
               GUARANTEED     MONTHLY     QUARTERLY     SEMI-ANNUAL      ANNUAL
     YEARS        RATE        PAYMENT      PAYMENT        PAYMENT        PAYMENT
- --------------------------------------------------------------------------------
     <S>       <C>            <C>         <C>           <C>              <C>
       3         3.00%        $28.99        $86.76        $172.88        $343.23
       4         3.00%         22.06         66.02         131.56         261.19
       5         3.00%         17.91         53.59         106.78         211.99
       6         3.00%         15.14         45.30          90.27         179.22
       7         3.00%         13.16         39.39          78.49         155.83
       8         3.00%         11.68         34.96          69.66         138.31
       9         3.00%         10.53         31.52          62.81         124.69
       10        3.00%          9.61         28.77          57.33         113.82
       11        3.00%          8.86         26.52          52.85         104.93
       12        3.00%          8.24         24.65          49.13          97.54
       13        3.00%          7.71         23.08          45.98          91.29
       14        3.00%          7.26         21.73          43.29          85.95
       15        3.00%          6.87         20.56          40.96          81.33
       16        3.00%          6.53         19.54          38.93          77.29
       17        3.00%          6.23         18.64          37.14          73.74
       18        3.00%          5.96         17.84          35.56          70.59
       19        3.00%          5.73         17.13          34.14          67.78
       20        3.00%          5.51         16.50          32.87          65.26
       21        3.00%          5.32         15.92          31.72          62.98
       22        3.00%          5.15         15.40          30.68          60.92
       23        3.00%          4.99         14.92          29.74          59.04
       24        3.00%          4.84         14.49          28.88          57.33
       25        3.00%          4.71         14.09          28.08          55.76
       26        3.00%          4.59         13.73          27.36          54.31
       27        3.00%          4.47         13.39          26.68          52.97
       28        3.00%          4.37         13.08          26.06          51.74
       29        3.00%          4.27         12.79          25.49          50.60
       30        3.00%          4.18         12.52          24.95          49.53
</TABLE>


                                       31


<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
               MONTHLY     QUARTERLY     SEMI-ANNUAL      ANNUAL
     YEARS     PAYMENT      PAYMENT        PAYMENT        PAYMENT
- --------------------------------------------------------------------------------
     <S>       <C>         <C>           <C>              <C>
       3        $29.19        $87.33       $173.91        $344.86
       4         22.27         66.61        132.65         263.04
       5         18.12         54.19        107.92         213.99
       6         15.35         45.92         91.44         181.32
       7         13.38         40.01         79.69         158.01
       8         11.90         35.59         70.88         140.56
       9         10.75         32.16         64.05         127.00
       10         9.83         29.42         58.59         116.18
       11         9.09         27.18         54.13         107.34
       12         8.46         25.32         50.42          99.98
       13         7.94         23.75         47.29          93.78
       14         7.49         22.40         44.62          88.47
       15         7.10         21.24         42.31          83.89
       16         6.76         20.23         40.29          79.89
       17         6.47         19.34         38.51          76.37
       18         6.20         18.55         36.94          73.25
       19         5.97         17.85         35.54          70.47
       20         5.75         17.22         34.28          67.98
       21         5.56         16.65         33.15          65.74
       22         5.39         16.13         32.13          63.70
       23         5.24         15.66         31.19          61.85
       24         5.09         15.24         30.34          60.17
       25         4.96         14.85         29.56          58.62
       26         4.84         14.49         28.85          57.20
       27         4.73         14.15         28.19          55.90
       28         4.63         13.85         27.58          54.69
       29         4.53         13.57         27.02          53.57
       30         4.45         13.30         26.49          52.53
- --------------------------------------------------------------------------------
</TABLE>


                                       32

<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

        Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
               MONTHLY     QUARTERLY     SEMI-ANNUAL      ANNUAL
     YEARS     PAYMENT      PAYMENT        PAYMENT        PAYMENT
- --------------------------------------------------------------------------------
     <S>       <C>         <C>           <C>              <C>
       3        $29.80        $89.04       $176.99        $349.72
       4         22.89         68.38        135.93         268.58
       5         18.74         56.00        111.33         219.98
       6         15.99         47.77         94.96         187.64
       7         14.02         41.90         83.30         164.59
       8         12.56         37.52         74.58         147.35
       9         11.42         34.11         67.81         133.99
       10        10.51         31.40         62.42         123.34
       11         9.77         29.19         58.03         114.66
       12         9.16         27.36         54.38         107.45
       13         8.64         25.81         51.31         101.39
       14         8.20         24.50         48.69          96.21
       15         7.82         23.36         46.44          91.75
       16         7.49         22.37         44.47          87.88
       17         7.20         21.51         42.75          84.48
       18         6.94         20.74         41.23          81.47
       19         6.71         20.06         39.88          78.80
       20         6.51         19.46         38.68          76.42
       21         6.33         18.91         37.59          74.28
       22         6.17         18.42         36.62          72.35
       23         6.02         17.98         35.73          70.61
       24         5.88         17.57         34.93          69.02
       25         5.76         17.20         34.20          67.57
       26         5.65         16.87         33.53          66.25
       27         5.54         16.56         32.92          65.04
       28         5.45         16.28         32.35          63.93
       29         5.36         16.01         31.83          62.90
       30         5.28         15.77         31.35          61.95
- --------------------------------------------------------------------------------
</TABLE>


                                       33

<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ADJUSTED
 AGE OF
ANNUITANT      NONE           60             120            180            240
- --------------------------------------------------------------------------------
<S>           <C>           <C>             <C>            <C>            <C>
   50         $4.05         $4.05           $4.03          $3.99          $3.93
   51          4.12          4.11            4.09           4.05           3.99
   52          4.19          4.19            4.16           4.11           4.04
   53          4.27          4.26            4.23           4.18           4.10
   54          4.35          4.34            4.31           4.25           4.16

   55          4.44          4.42            4.39           4.32           4.22
   56          4.53          4.51            4.47           4.40           4.29
   57          4.62          4.61            4.56           4.48           4.35
   58          4.72          4.71            4.65           4.56           4.42
   59          4.83          4.81            4.75           4.64           4.49

   60          4.95          4.93            4.86           4.73           4.55
   61          5.07          5.05            4.97           4.83           4.62
   62          5.20          5.17            5.08           4.92           4.69
   63          5.34          5.31            5.20           5.02           4.76
   64          5.49          5.45            5.33           5.12           4.83

   65          5.65          5.61            5.47           5.22           4.89
   66          5.82          5.77            5.61           5.33           4.96
   67          6.01          5.94            5.75           5.44           5.02
   68          6.20          6.13            5.91           5.54           5.08
   69          6.41          6.33            6.07           5.65           5.14

   70          6.64          6.54            6.23           5.76           5.19
   71          6.88          6.76            6.41           5.86           5.24
   72          7.14          7.00            6.59           5.97           5.28
   73          7.43          7.26            6.77           6.06           5.32
   74          7.73          7.53            6.96           6.16           5.35

   75          8.06          7.82            7.14           6.25           5.38
</TABLE>


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


                                       34

<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ADJUSTED
 AGE OF
ANNUITANT      NONE           60             120            180            240
- --------------------------------------------------------------------------------
<S>           <C>           <C>             <C>            <C>            <C>
   50         $4.34         $4.34           $4.31          $4.27          $4.22
   51          4.41          4.40            4.38           4.33           4.27
   52          4.48          4.47            4.45           4.40           4.32
   53          4.56          4.55            4.52           4.46           4.38
   54          4.64          4.63            4.59           4.53           4.44

   55          4.72          4.71            4.67           4.60           4.50
   56          4.81          4.80            4.75           4.67           4.56
   57          4.91          4.89            4.84           4.75           4.62
   58          5.01          4.99            4.93           4.83           4.69
   59          5.12          5.10            5.03           4.92           4.75

   60          5.23          5.21            5.13           5.00           4.82
   61          5.36          5.33            5.24           5.09           4.88
   62          5.49          5.45            5.35           5.19           4.95
   63          5.63          5.59            5.47           5.28           5.02
   64          5.78          5.73            5.60           5.38           5.08

   65          5.94          5.89            5.73           5.48           5.15
   66          6.11          6.05            5.87           5.58           5.21
   67          6.29          6.22            6.02           5.69           5.27
   68          6.49          6.41            6.17           5.79           5.33
   69          6.70          6.60            6.33           5.90           5.38

   70          6.92          6.81            6.49           6.00           5.43
   71          7.17          7.04            6.66           6.10           5.48
   72          7.43          7.27            6.84           6.20           5.52
   73          7.71          7.53            7.02           6.30           5.55
   74          8.02          7.80            7.20           6.39           5.59

   75          8.35          8.08            7.38           6.48           5.62
- --------------------------------------------------------------------------------
</TABLE>

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


                                       35

<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ADJUSTED
 AGE OF
ANNUITANT      NONE           60             120            180            240
- --------------------------------------------------------------------------------
<S>           <C>           <C>             <C>            <C>            <C>
   50         $5.26         $5.25           $5.22          $5.17          $5.11
   51          5.33          5.32            5.28           5.23           5.15
   52          5.40          5.38            5.34           5.29           5.20
   53          5.47          5.45            5.41           5.35           5.26
   54          5.54          5.53            5.48           5.41           5.31

   55          5.63          5.61            5.56           5.47           5.36
   56          5.71          5.69            5.63           5.54           5.42
   57          5.80          5.78            5.72           5.61           5.47
   58          5.90          5.88            5.81           5.69           5.53
   59          6.01          5.98            5.90           5.77           5.59

   60          6.12          6.09            6.00           5.85           5.65
   61          6.24          6.21            6.10           5.93           5.71
   62          6.37          6.33            6.21           6.02           5.77
   63          6.51          6.46            6.33           6.11           5.83
   64          6.66          6.60            6.45           6.20           5.89

   65          6.82          6.75            6.57           6.30           5.95
   66          6.99          6.91            6.71           6.39           6.01
   67          7.17          7.08            6.85           6.49           6.06
   68          7.36          7.27            6.99           6.59           6.12
   69          7.57          7.46            7.15           6.69           6.17

   70          7.80          7.67            7.30           6.78           6.21
   71          8.05          7.89            7.47           6.88           6.25
   72          8.31          8.13            7.64           6.97           6.29
   73          8.59          8.38            7.81           7.06           6.33
   74          8.90          8.64            7.99           7.15           6.36

   75          9.23          8.93            8.16           7.23           6.38
- --------------------------------------------------------------------------------
</TABLE>

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


                                       36

<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
     ADJUSTED AGES
- -----------------------
               SECOND
  ANNUITANT   ANNUITANT        OPTION 4a     OPTION 4b      OPTION 4c      OPTION 4d      OPTION 4e
- ------------------------------------------------------------------------------------------------------
  <S>         <C>              <C>           <C>            <C>            <C>            <C>
     55          50              $3.69         $4.05          $4.27          $3.69          $4.03
     55          55               3.88          4.25           4.47           3.87           4.14
     55          60               4.06          4.47           4.71           4.06           4.20

     60          55               3.99          4.44           4.71           3.98           4.42
     60          60               4.24          4.71           4.99           4.23           4.57
     60          65               4.49          5.01           5.32           4.48           4.64

     65          60               4.38          4.97           5.32           4.38           4.93
     65          65               4.72          5.33           5.70           4.71           5.14
     65          70               5.07          5.75           6.17           5.05           5.26

     70          65               4.93          5.68           6.15           4.91           5.66
     70          70               5.40          6.21           6.70           5.36           5.96
     70          75               5.89          6.82           7.40           5.81           6.12

     75          70               5.69          6.68           7.32           5.62           6.67
     75          75               6.37          7.45           8.15           6.23           7.12
     75          80               7.07          8.34           9.16           6.78           7.36
- ------------------------------------------------------------------------------------------------------
</TABLE>

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


                                       37

<PAGE>
                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
     ADJUSTED AGES
- ---------------------------
               SECOND
 ANNUITANT    ANNUITANT        OPTION 4a     OPTION 4b      OPTION 4c      OPTION 4d      OPTION 4e
- -----------------------------------------------------------------------------------------------------
 <S>          <C>              <C>           <C>            <C>            <C>            <C>
     55          50              $3.97         $4.35          $4.56          $3.97          $4.31
     55          55               4.16          4.54           4.76           4.15           4.42
     55          60               4.27          4.73           5.00           4.26           4.48

     60          55               4.27          4.73           5.00           4.26           4.70
     60          60               4.51          4.99           5.27           4.50           4.84
     60          65               4.66          5.25           5.61           4.65           4.93

     65          60               4.66          5.25           5.61           4.65           5.22
     65          65               4.99          5.61           5.99           4.98           5.42
     65          70               5.19          5.97           6.44           5.17           5.54

     70          65               5.19          5.97           6.44           5.17           5.93
     70          70               5.67          6.49           6.99           5.62           6.23
     70          75               5.95          6.96           7.61           5.87           6.40

     75          70               5.95          6.96           7.61           5.87           6.95
     75          75               6.64          7.73           8.43           6.48           7.40
     75          80               7.04          8.39           9.29           6.79           7.64
- -----------------------------------------------------------------------------------------------------
</TABLE>


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


                                       38

<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
     ADJUSTED AGES
- ---------------------------
               SECOND
 ANNUITANT    ANNUITANT        OPTION 4a    OPTION 4b      OPTION 4c      OPTION 4d      OPTION 4e
- -----------------------------------------------------------------------------------------------------
 <S>          <C>              <C>           <C>            <C>            <C>            <C>
- -----------------------------------------------------------------------------------------------------
        55       50              $4.88         $5.26          $5.48          $4.88          $5.23
        55       55               5.04          5.44           5.66           5.04           5.32
        55       60               5.15          5.63           5.91           5.14           5.38

        60       55               5.15          5.63           5.91           5.14           5.59
        60       60               5.37          5.87           6.16           5.37           5.72
        60       65               5.52          6.14           6.51           5.51           5.80

        65       60               5.52          6.14           6.51           5.51           6.10
        65       65               5.83          6.49           6.87           5.82           6.29
        65       70               6.04          6.84           7.34           6.00           6.41

        70       65               6.04          6.84           7.34           6.00           6.81
        70       70               6.49          7.35           7.87           6.44           7.08
        70       75               6.77          7.84           8.51           6.68           7.25

        75       70               6.77          7.84           8.51           6.68           7.81
        75       75               7.45          8.60           9.33           7.27           8.25
        75       80               7.86          9.28          10.20           7.57           8.49
- -----------------------------------------------------------------------------------------------------
</TABLE>

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


                                       39

<PAGE>

                         -------------------------------------------------------
                         AETNA LIFE INSURANCE AND ANNUITY COMPANY
                         HOME OFFICE:  151 Farmington Avenue
[Logo]                   Hartford, Connecticut  06156
                         (800) 525-4225

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

SPECIFICATIONS

- --------------------------------------------------------------------------------
Plan


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


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


- --------------------------------------------------------------------------------
Contract No.


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


- --------------------------------------------------------------------------------
This Contract is Delivered in              and is Subject to the Laws of that
Jurisdiction


THE VARIABLE FEATURES OF THE GROUP CONTRACT ARE DESCRIBED IN PARTS III AND V.

RIGHT TO CANCEL
- --------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 10 days of receiving it by
returning this Contract along with a written notice to Aetna at the above
address or to the agent from whom it was purchased.  Within 7 days after it
receives the notice of cancellation and this Contract at its Home Office, Aetna
will return the entire consideration paid plus any increase or minus any
decrease in the current value of any funds allocated to the Separate Account.

This page, the following pages, and the application make up the entire Contract.

Signed at the Home Office on the Effective Date.

   
             /s/Dan Kearney                          /s/Patrice Maloney-Knauff
    
                President                               Secretary

                       Group Combination Annuity Contract
                                Nonparticipating

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

   
                        FORM NO. G-CDA-95 (TORP)
    

<PAGE>


SPECIFICATIONS
- --------------------------------------------------------------------------------

GUARANTEED               There is a guaranteed interest rate for Contribution(s)
INTEREST RATE            held in the Fixed Plus Account and the GA Account.
                         (See Contract Schedule I.)
- --------------------------------------------------------------------------------

DEDUCTIONS FROM          There will be deductions for mortality and expense
THE SEPARATE             risks and asset based sales charge and administrative
ACCOUNT                  fees.  (See 3.06 and 5.06.)
- --------------------------------------------------------------------------------

DEDUCTION FROM           Contribution(s) are subject to a deduction for premium
CONTRIBUTION(S)          taxes, if any.  (See 3.02.)



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

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


                                        2
<PAGE>


                               CONTRACT SCHEDULE I
                               ACCUMULATION PERIOD

SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT:        Variable Annuity Account C

CHARGES TO SEPARATE      A daily charge is deducted from any portion of the
ACCOUNT:                 Current Value allocated to the Separate Account.  The
                         daily charge is at an annual effective rate of 1.40%
                         for Annuity mortality and expense risks, asset based
                         sales charge and profit and a daily administrative
                         charge which will not exceed 0.25% on an annual basis.

FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------

MINIMUM GUARANTEED       3% (effective annual rate of return).
INTEREST RATE:
                         Beginning on the tenth anniversary of the effective
                         date of an Individual Account, Aetna will credit
                         amounts with an interest rate that is 0.25% higher than
                         the then-declared interest rate for Individual Accounts
                         before the tenth anniversary.

PARTIAL WITHDRAWAL:      The 20% limit applicable to partial withdrawal from the
                         Fixed Plus Account will be waived when the withdrawal
                         is:

                         (a)  due to the Participant's death, (within six (6)
                              months of the Participant's date of death), before
                              Annuity payments begin.  This partial withdrawal
                              may only be exercised once; or

                         (b)  used to purchase Annuity benefits.

GUARANTEED ACCUMULATION ACCOUNT (GA ACCOUNT)
- --------------------------------------------------------------------------------

MINIMUM GUARANTEED       3% (effective annual rate of return).
INTEREST RATE:


                                        i
<PAGE>

                               CONTRACT SCHEDULE I
                          ACCUMULATION PERIOD (CONT'D)

SEPARATE ACCOUNT, FIXED PLUS ACCOUNT AND GA ACCOUNT
- --------------------------------------------------------------------------------

TRANSFERS:               An unlimited number of Transfers may be made during the
                         Accumulation Period.  Aetna allows 12 free Transfers in
                         any calendar year.  Thereafter, Aetna reserves the
                         right to charge $10 for each subsequent Transfer.

SYSTEMATIC WITHDRAWAL    The Specified Payment may not be greater than 20% of
OPTION (SWO):            the Individual Account's Current Value at the time of
                         election.

                         The Specified Period may not be less than five years.

                         The Specified Percentage may not be greater than 20%.

See Section 1. - DEFINITIONS for explanations.


                                       ii
<PAGE>

                              CONTRACT SCHEDULE II
                                 ANNUITY PERIOD

SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

CHARGES TO SEPARATE      A daily charge at an annual effective rate of 1.25% for
ACCOUNT:                 Annuity mortality and expense risks.  The
                         administrative charge is established upon election of
                         an Annuity option.  This charge will not exceed 0.25%.

VARIABLE ANNUITY ASSUMED If a Variable Annuity is chosen, an assumed annual net
ANNUAL NET RETURN RATE:  return rate of 5.0% may be elected.  If 5.0% is not
                         elected, Aetna will use an assumed annual net return
                         rate of 3.5%.

                         The assumed annual net return rate factor for 3.5% per
                         year is 0.9999058.

                         The assumed annual net return rate factor for 5.0% per
                         year is 0.9998663.

                         If the portion of a Variable Annuity payment for any
                         Fund is not to decrease, the Annuity return factor
                         under the Separate Account for that Fund must be:

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

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

ANNUITY OPTION:          Under the option "Payments for a Stated Period of
                         Time":

                         For amounts invested in the GA Account or one or more
                         of the Fund(s), the number of years must be at least
                         five (5) and not more than thirty (30) and the Annuity
                         may be a Fixed or Variable Annuity.

                         For amounts invested in the Fixed Plus Account, the
                         number of years must be at least five (5) and not more
                         than thirty (30) and the Annuity must be a Fixed
                         Annuity.

FIXED ANNUITY
- --------------------------------------------------------------------------------

MINIMUM GUARANTEED       3% (effective annual rate of return).
INTEREST RATE:

See Section 1. - DEFINITIONS for explanations.


                                       iii
<PAGE>

                                TABLE OF CONTENTS

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

                                                                            PAGE

1.01   Accumulation Period . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.02   Adjusted Current Value. . . . . . . . . . . . . . . . . . . . . . . . .6
1.03   Annuitant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.04   Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.05   Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.06   Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.07   Contract Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.08   Contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.09   Current Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.10   Deposit Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.11   Fixed Plus Account. . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.12   Fixed Plus Account Guaranteed Interest Rate . . . . . . . . . . . . . .7
1.13   Fixed Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
1.14   Fund(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
1.15   General Account . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
1.16   Guaranteed Accumulation Account (GA Account). . . . . . . . . . . . . .7
1.17   GA Account Guaranteed Interest Rate . . . . . . . . . . . . . . . . . .7
1.18   Guaranteed Term . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
1.19   Individual Account. . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.20   Loan Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.21   Market Value Adjustment (MVA) . . . . . . . . . . . . . . . . . . . . .8
1.22   Matured Term Value. . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.23   Matured Term Value Transfer . . . . . . . . . . . . . . . . . . . . . .8
1.24   Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.25   Net Contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.26   Nonunitized Separate Account. . . . . . . . . . . . . . . . . . . . . .8
1.27   Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.28   Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.29   Reinvestment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.30   Separate Account. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.31   Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9


                                        3
<PAGE>

                                                                            PAGE

1.32   Valuation Period. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.33   Variable Annuity. . . . . . . . . . . . . . . . . . . . . . . . . . . .9

II.    GENERAL PROVISIONS
- --------------------------------------------------------------------------------

2.01   Change of Contract. . . . . . . . . . . . . . . . . . . . . . . . . . .9
2.02   Change of Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.03   Nonparticipating Contract . . . . . . . . . . . . . . . . . . . . . . 11
2.04   Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.05   State Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.06   Control of Contract . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.07   Misstatements and Adjustments . . . . . . . . . . . . . . . . . . . . 12
2.08   Incontestability. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.09   Grace Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.10   Individual Certificates . . . . . . . . . . . . . . . . . . . . . . . 12

III.   CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------

3.01   Limitations on Contributions. . . . . . . . . . . . . . . . . . . . . 12
3.02   Net Contribution(s) . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.03   Experience Credits. . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.04   Fund Record Units . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.05   Fund Record Unit Value. . . . . . . . . . . . . . . . . . . . . . . . 13
3.06   Fund Net Return Factors . . . . . . . . . . . . . . . . . . . . . . . 13
3.07   Market Value Adjustment . . . . . . . . . . . . . . . . . . . . . . . 14
3.08   Transfer(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.09   Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.10   Notice to the Participant . . . . . . . . . . . . . . . . . . . . . . 19
3.11   Withdrawal Restrictions . . . . . . . . . . . . . . . . . . . . . . . 19
3.12   Manner and Timing of Distributions. . . . . . . . . . . . . . . . . . 20
3.13   Withdrawal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.14   Partial Withdrawal from the Fixed Plus Account. . . . . . . . . . . . 21
3.15   Payment of Fixed Plus Account Full Withdrawal . . . . . . . . . . . . 21
3.16   Alternative Payment of Fixed Plus Account Full Withdrawal . . . . . . 21
3.17   Payment of Minimum Current Value. . . . . . . . . . . . . . . . . . . 22
3.18   Amount Payable at Death (Before Annuity Payments Start) . . . . . . . 22
3.19   Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23


                                        4
<PAGE>


IV.    NON-ANNUITY DISTRIBUTION OPTIONS
- --------------------------------------------------------------------------------

                                                                            PAGE

4.01   Distribution Options. . . . . . . . . . . . . . . . . . . . . . . . . 23
4.02   Estate Conservation Option. . . . . . . . . . . . . . . . . . . . . . 23
4.03   Systematic Withdrawal Option. . . . . . . . . . . . . . . . . . . . . 25

IV.    ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

5.01   Choices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.02   Terms of Annuity Options. . . . . . . . . . . . . . . . . . . . . . . 28
5.03   Death Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.04   Fund Annuity Units. . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.05   Fund Annuity Unit Value . . . . . . . . . . . . . . . . . . . . . . . 29
5.06   Fund Annuity Net Return Factor. . . . . . . . . . . . . . . . . . . . 29
5.07   Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . . 30


                                        5
<PAGE>


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

1.01   ACCUMULATION PERIOD:        The period during which Net Contribution(s)
                                   are applied to an Individual Account.

1.02   ADJUSTED CURRENT VALUE:     The Current Value (See 1.09) of an Individual
                                   Account (See 1.19) plus or minus any
                                   applicable aggregate GA Account Market Value
                                   Adjustment, if applicable.  (See 3.07).

1.03   ANNUITANT:                  If an Annuity provides lifetime benefits, the
                                   person whose life expectancy determines the
                                   amount and/or duration of Annuity benefit
                                   payments.

1.04   ANNUITY:                    Payment of an income under the Annuity
                                   Provisions of Section V:

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

1.05   BENEFICIARY:                Each Participant shall name the beneficiary
                                   of the Employer and Employee Account.  Aetna
                                   will pay any portion of the Individual
                                   Account(s) Current Value to the beneficiary
                                   in accordance with the provisions of Section
                                   3.18.

1.06   CODE:                       The Internal Revenue Code of 1986, as
                                   amended.

1.07   CONTRACT HOLDER:            The entity, named on the cover of this
                                   Contract, to which the Contract is issued.

1.08   CONTRIBUTION:               A payment received at Aetna's Home Office and
                                   allocated to this Contract.
1.09   CURRENT VALUE:              For an Individual Account (See 1.19), the
                                   Current Value is the total of:

                                   (a)  The amount, if any, in the Fixed Plus
                                        Account, with interest earned to date;
                                   (b)  The amount, if any, in the GA Account,
                                        with interest earned to date; and
                                   (c)  The value of all Fund record units (See
                                        3.05), if any, as of the most recent
                                        Valuation Period.

1.10   DEPOSIT PERIOD:             A calendar month, a calendar quarter, or any
                                   other period of time specified by Aetna
                                   during which Net Contribution(s), Transfers
                                   and Reinvestments are accepted into the GA
                                   Account for one or more Guaranteed Terms.

1.11   FIXED PLUS ACCOUNT:         An accumulation option with a guaranteed
                                   minimum interest rate.  Aetna may credit a
                                   higher rate which is not guaranteed.  The
                                   portion that may be withdrawn or transferred
                                   in a 12 month period is restricted (See 3.08,
                                   3.14 and 3.15).


                                        6
<PAGE>

1.12   FIXED PLUS ACCOUNT          Aetna will add interest daily at an annual
       GUARANTEED INTEREST         rate no less than that shown on Contract
       RATE:                       Schedule I on any Net Contribution(s) to the
                                   Fixed Plus Account.  Aetna may add interest
                                   daily at a higher rate determined by its
                                   Board of Directors.

1.13   FIXED ANNUITY:              An Annuity with payments that do not vary in
                                   amount.

1.14   FUND(S):                    The open-end registered management investment
                                   companies (mutual funds) in which the
                                   Separate Account invests.

1.15   GENERAL ACCOUNT:            The account holding the assets of Aetna,
                                   other than those assets held in Aetna's
                                   Separate Account(s) and Nonunitized Separate
                                   Account(s).

1.16   GUARANTEED ACCUMULATION     An accumulation option where Aetna guarantees
       ACCOUNT (GA ACCOUNT):       stipulated rate(s) of interest for a
                                   specified period of time.  All assets of
                                   Aetna, including amounts in the Nonunitized
                                   Separate Account, are available to meet the
                                   guarantees for the GA Account.

1.17   GA ACCOUNT GUARANTEED       Aetna will declare the interest rate(s)
       INTEREST RATE:              applicable to a specific Guaranteed Term at
                                   the start of the Deposit Period for that
                                   Guaranteed Term.  The rate(s) are guaranteed
                                   by Aetna for that Deposit Period and the
                                   ensuing Guaranteed Term.  The Guaranteed
                                   Interest Rates are annual effective yields.
                                   That is, interest is credited daily at a rate
                                   that will produce the Guaranteed Interest
                                   Rate over the period of a year.  No
                                   Guaranteed Interest Rate will ever be less
                                   than the Minimum Guaranteed Interest Rate
                                   shown on Contract Schedule I.

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

1.18   GUARANTEED TERM:            The period of time for which GA Account
                                   Guaranteed Interest Rates are guaranteed on
                                   Net Contributions, Transfers and
                                   Reinvestments made into a current Deposit
                                   Period for the GA Account.  Such period
                                   begins on the day following the close of the
                                   Deposit Period and ends on the designated
                                   Maturity Date.  Guaranteed Terms are offered
                                   at Aetna's discretion for various lengths of
                                   time ranging up to and including ten years
                                   and are classified as follows:

                                   SHORT-TERM.  Three (3) or fewer years.
                                   Amounts allocated to a short-term Term are
                                   held in the General Account.

                                   LONG-TERM.  More than three (3) years, but
                                   not more than ten (10).  Amounts allocated to
                                   a long-term Term are held in the Nonunitized
                                   Separate Account.

                                   During a Deposit Period, Aetna may make
                                   available any number of Guaranteed Terms.
                                   The Participant may allocate Net
                                   Contributions and Transfers into any or all
                                   of the available Guaranteed Terms.


                                        7
<PAGE>

1.19   INDIVIDUAL ACCOUNT:         This Contract is issued to the Contract
                                   Holder.  However, Aetna will maintain at
                                   least two Individual Accounts for each
                                   Participant.  These are:

                                   (a)  An Employer Account:  This Individual
                                        Account will be credited with employer
                                        Net Contribution(s) and transferred
                                        amounts of 403(b) funds, attributable to
                                        employer contributions; and

                                   (b)  An Employee Account:  This Individual
                                        Account will be credited with employee
                                        Net Contribution(s) and transferred
                                        amounts of 403(b) funds, attributable to
                                        employee contributions.

1.20   LOAN ACCOUNT:               An account established for record keeping
                                   purposes and credited with the amount on any
                                   loan.

1.21   MARKET VALUE ADJUSTMENT     An adjustment to the amount withdrawn or
       (MVA):                      Transferred from an GA Account Guaranteed
                                   Term prior to the end of that Guaranteed
                                   Term.  The adjustment reflects the change in
                                   the value of the investment due to changes in
                                   interest rates since the date of deposit and
                                   is computed using the formula given in 3.07.
                                   The adjustment is expressed as a percentage
                                   of each dollar being withdrawn.

1.22   MATURED TERM VALUE:         The amount payable on a GA Account Guaranteed
                                   Term's Maturity Date.

1.23   MATURED TERM VALUE          During the calendar month following a GA
       TRANSFER:                   Account Maturity Date, the Participant may
                                   notify Aetna's Home Office in writing to
                                   Transfer or withdraw all or part of the
                                   Matured Term Value, plus interest at the new
                                   Guaranteed Rate accrued thereon, from the GA
                                   Account without an MVA.  This provision only
                                   applies to the first such written request
                                   received from the Participant during this
                                   period for any Matured Term Value.

1.24   MATURITY DATE:              The last day of a GA Account Guaranteed Term.

1.25   NET CONTRIBUTION:           A Contribution less any applicable premium
                                   taxes.

1.26   NONUNITIZED SEPARATE        An account established by Aetna under Section
       ACCOUNT:                    38a-433 of the Connecticut General Statutes
                                   that holds assets for GA Account Terms (See
                                   1.18) greater than three years.  The Contract
                                   Holder or Participant does not participate in
                                   the investment gain or loss from the assets
                                   held in the Nonunitized Separate Account.
                                   Such gain or loss is borne entirely by Aetna.
                                   Assets in this account may be charged with
                                   liabilities arising out of any other Aetna
                                   business.

1.27   PARTICIPANT:                A person who participates in the Plan named
                                   on the cover of this Contract.

1.28   PLAN:                       The Plan intended to qualify under Section
                                   403(b) of the Code and named on the cover of
                                   this Contract.  The Plan is not a part of the
                                   Contract and Aetna is not bound by its terms.


                                        8
<PAGE>

1.29   REINVESTMENT:               Aetna will mail a notice to the Participant
                                   at least 18 calendar days before a Guaranteed
                                   Term's Maturity Date.  This notice will
                                   contain the Terms available during the
                                   current Deposit Periods with their Guaranteed
                                   Interest Rate(s) and projected Matured Term
                                   Value.  If no specific direction is given by
                                   the Participant 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
                                   in the same classification.  If no shorter
                                   Guaranteed Term is available, the next longer
                                   Guaranteed Term will be used.  Aetna will
                                   mail a confirmation statement to the
                                   Participant, the next business day after the
                                   Maturity Date.  This notice will state the
                                   Guaranteed Term and Guaranteed Interest
                                   Rate(s) which will apply to the reinvested
                                   Matured Term Value.

1.30   SEPARATE ACCOUNT:           An account, established by Aetna under
                                   Section 38a-433 of the Connecticut General
                                   Statutes, that buys and holds shares of the
                                   Fund(s) available under this Contract.
                                   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 of such amounts.  Amounts in
                                   the Separate Account are not generally
                                   guaranteed and are held at market value.  The
                                   assets of the Separate Account, to the extent
                                   of reserves and other contract liabilities of
                                   the Account,  cannot be charged with other
                                   Aetna liabilities.

1.31   TRANSFER:                   The movement of invested amounts among the
                                   available Fund(s); the Fixed Plus Account and
                                   the GA Account during the Accumulation
                                   Period.

1.32   VALUATION PERIOD:           The period as of 4:15 p.m. Eastern time on
                                   each day the New York Stock Exchange is open
                                   for business to 4:15 p.m. Eastern time of the
                                   next such business day, or such other day
                                   that one or more of the Fund(s) determines
                                   its net asset value.

1.33   VARIABLE ANNUITY:           An Annuity with payments that vary with the
                                   net investment results of the Funds available
                                   during the Annuity period.

II.    GENERAL PROVISIONS
- --------------------------------------------------------------------------------

2.01   CHANGE OF CONTRACT:         (a)  Only an authorized Aetna officer can
                                        change the provisions of this Contract
                                        and the change must be in writing.

                                   (b)  Aetna cannot change the amount or terms
                                        of Annuity benefit payments after
                                        payment has commenced.

                                   (c)  Aetna may change the following
                                        provisions without Contract Holder
                                        consent.

                                        (1)  Any provision that must be changed
                                             to comply with state or federal law
                                        (2)  Calculation of the Market Value
                                             Adjustment


                                        9
<PAGE>

2.01   CHANGE OF CONTRACT:              (3)  Estate Conservation Option
       (CONT'D):                        (4)  Systematic Withdrawal Option
                                        (5)  Allocation of Contributions or
                                             Transfers to the Fixed Plus Account
                                        (6)  New Annuity Options

                                        Aetna will notify the Contract Holder, 
                                        in writing, at least thirty (30) days 
                                        before the effective date of the 
                                        change.  Such a change will apply to 
                                        all current and future Individual 
                                        Accounts.

                                   (d)  Aetna may change the Tables for
                                        determining the amount of Annuity
                                        benefit payments without Contract Holder
                                        consent.  Such a change will not become
                                        effective earlier than twelve months
                                        after (1) the effective date of the
                                        Contract, or (2) the effective date of a
                                        previous change.  Aetna will notify the
                                        Contract Holder, in writing, at least
                                        thirty (30) days before the effective
                                        date of the change.  The change will
                                        apply to all current and future
                                        Individual Accounts.

                                   (e)  The Contract Holder must agree to any
                                        change in provisions concerning the
                                        following:

                                        (1)  A reduction in the GA Account
                                             Minimum Guaranteed Interest Rate
                                        (2)  A reduction in the Fixed Plus
                                             Account Minimum Guaranteed Interest
                                             Rate
                                        (3)  Fund Accumulation Period Net Return
                                             Factor
                                        (4)  Current Value
                                        (5)  Annuity Unit Value
                                        (6)  Existing Annuity Options
                                        (7)  Fixed Annuity Minimum Guaranteed
                                             Interest Rates

                                        Aetna will notify the Contract Holder, 
                                        in writing, at least thirty (30) days 
                                        before the effective date of the 
                                        proposed change.  Such a change will 
                                        apply to future Individual Accounts.

                                        If the Contract Holder does not agree 
                                        to a proposed change, Aetna reserves 
                                        the right to: (1) discontinue 
                                        establishing new Individual Accounts;
                                        and (2) discontinue accepting 
                                        Contributions to existing Individual
                                        Accounts.

2.02   CHANGE OF FUND:             Aetna, or the Separate Account, may:

                                   (a)  Change the Fund(s) in which the Separate
                                        Account invests; and/or

                                   (b)  Replace the shares of any Fund(s) held
                                        in the Separate Account with shares of
                                        any other Fund(s).


                                       10
<PAGE>

2.02   CHANGE OF FUND              Changes must be:
       (CONT'D):
                                   (a)  Approved by a majority vote in the
                                        Separate Account with respect to the
                                        Fund(s) whose shares are to be replaced;
                                   (b)  Deemed necessary by Aetna under the
                                        Investment Company Act of 1940; or
                                   (c)  Deemed necessary by Aetna to accomplish
                                        the purpose of the Separate Account.

                                   Aetna will notify the Contract Holder of any
                                   such change.

2.03   NONPARTICIPATING            The Contract Holder, Participants, or
       CONTRACT:                   Beneficiaries will not have a right to share
                                   in the earnings of Aetna.

2.04   PAYMENTS:                   (a)  Aetna will make distributions as
                                        directed by the Contract Holder.  Aetna
                                        will determine the amount of payments
                                        based on the Individual Account's
                                        Current Value as of the date on which a
                                        request is received in good order at
                                        Aetna's Home Office.  Payments will be
                                        made within seven (7) calendar days of
                                        receipt of a written request in good
                                        order at Aetna's Home Office.

                                   (b)  Aetna may defer payments: (1) for a
                                        period of up to six (6) months (unless
                                        not allowed by state law); and (2) as
                                        allowed by federal law.

2.05   STATE LAWS:                 This Contract complies with the laws of the
                                   state in which it is delivered.  Any cash,
                                   death, or Annuity payments are equal to or
                                   greater than the minimum required by such
                                   laws.  Annuity tables for legal reserve
                                   valuation shall be as required by state law.
                                   Such tables may be different from Annuity
                                   tables used to determine Annuity payments.

2.06   CONTROL OF CONTRACT:        This Contract is designed to fund a
                                   governmental plan which provides for
                                   retirement income that is not subject to
                                   Title I of the Employee Retirement Income
                                   Security Act of 1974 (ERISA), as amended by
                                   subsequent law including REA.

                                   The Participant may select the investment
                                   option(s) for the Employer Account and the
                                   Employee Account.  Choices made under this
                                   Contract must be in writing or in a form
                                   satisfactory to Aetna.  Until receipt of such
                                   choices in its Home Office, Aetna may rely on
                                   any previous choices made.  No distributions
                                   will be made from the Employer Account or the
                                   Employee Account without the Contract
                                   Holder's written direction to Aetna.

                                   (a)  Nontransferable and Nonassignable:  This
                                        Contract and any Individual Accounts are
                                        nontransferable and nonassignable,
                                        except to Aetna in the event of a loan,
                                        or pursuant to a "qualified domestic
                                        relations order" as set forth under the
                                        Internal Revenue Code of 1986, as it may
                                        be amended from time to time.


                                       11
<PAGE>

2.06   CONTROL OF CONTRACT         (b)  Distributions:  A Participant may apply
       (CONT'D):                        for a distribution from his or her
                                        Employee Account or Employer Account.
                                        However, the Contract Holder must
                                        certify in writing that the distribution
                                        is in accordance with the terms of the
                                        Plan.

                                   (c)  Participant Rights/Employee Account:
                                        The Participant has a nonforfeitable
                                        right to the value of his or her
                                        Employee Account pursuant to the terms
                                        of the Plan as interpreted by the
                                        Contract Holder.

                                   (d)  Participant Rights/Employer Account:
                                        The Participant has a nonforfeitable
                                        right to the value of his or her
                                        Employer Account pursuant to the terms
                                        of, and to the extent of his or her
                                        vested percentage under, the Plan as
                                        interpreted by the Contract Holder.  It
                                        is the Contract Holder's responsibility
                                        to maintain records of the Participant's
                                        vesting percentages.  Aetna will not
                                        maintain nor keep such records.

2.07   MISSTATEMENTS AND           If Aetna finds the age of any payee to be
       ADJUSTMENTS:                misstated, the correct facts will be used to
                                   adjust payments.

2.08   INCONTESTABILITY:           Aetna cannot cancel this Contract because of
                                   any error of fact on the application.

2.09   GRACE PERIOD:               This Contract will remain in effect even if
                                   Contributions are not continued except as
                                   provided in 3.17.

2.10   INDIVIDUAL CERTIFICATES:    Aetna shall issue certificates to
                                   Participants as required by the state in
                                   which this Contract is delivered.  The
                                   certificate will summarize certain provisions
                                   of the Contract.  Certificates are for
                                   information only and are not a part of the
                                   Contract.

III.   CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------

3.01   LIMITATION ON               The Contribution(s) made to the Employee and
       CONTRIBUTIONS:              Employer Account in any year cannot exceed
                                   the lesser of the amount determined under the
                                   exclusion allowance of Code Section 403(b)(2)
                                   or the annual additions limitation of Code
                                   Section 415(c)(1).  In addition, in no event
                                   may the Contribution(s) attributable to
                                   elective deferrals as defined in Code Section
                                   402(g) exceed $9,500 (or, such larger amount
                                   as adjusted by the Secretary of the Treasury)
                                   during any calendar year, unless the
                                   alternate limitation of Code Section
                                   402(g)(8) applies.


                                       12
<PAGE>

3.02   NET CONTRIBUTION(S):        The Net Contribution equals the actual
                                   Contribution less any applicable premium tax.
                                   Generally, Aetna will deduct the premium tax
                                   when Annuity benefits are purchased (See
                                   Section V).  If Aetna determines that under
                                   applicable state law, it must pay a premium
                                   tax when the Contribution is received, or at
                                   any other time, it will deduct the tax at
                                   that time.  The Net Contribution(s) may be
                                   allocated among the following investment
                                   options:

                                   (a)  The Fixed Plus Account; and
                                   (b)  The current Deposit Period(s) for
                                        Guaranteed Terms under the GA Account;
                                        and
                                   (c)  The Fund(s) in which the Separate
                                        Account invests.

                                   Aetna must be told the percentage of all Net
                                   Contributions to allocate to one or more of
                                   the investment options.  Aetna reserves the
                                   right to require a minimum Contribution
                                   amount per Individual Account.

3.03   EXPERIENCE CREDITS:         Aetna may apply experience credits under this
                                   Contract.  Any such credits will be computed
                                   as decided by Aetna.

3.04   FUND RECORD UNITS:          The portion of the Net Contribution(s)
                                   applied to each Fund under the Separate
                                   Account will determine the number of Fund
                                   record units credited to the Individual
                                   Account for that Fund.  This number is equal
                                   to the Net Contribution applied to the Fund
                                   divided by the Fund record unit value (see
                                   3.05) for the Valuation Period in which the
                                   Contribution is received in good order.

3.05   FUND RECORD                 A Fund record unit value is computed by
       UNIT VALUE:                 multiplying the net return Factor (See 3.06)
                                   for the current Valuation Period by the Fund
                                   record unit value for the previous Period.
                                   The dollar value of a Fund record unit,
                                   Separate Account assets, and Variable Annuity
                                   payments may go up or down due to investment
                                   gain or loss.

3.06   FUND NET                    The net return factor(s) are used to compute
       RETURN FACTORS:             all Separate Account record units for any
                                   Fund.  The net return factor for each Fund is
                                   equal to 1.0000000 plus the net return rate.

                                   The net return rate is equal to:

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

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

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

                                   (d)  The total value of the Fund record units
                                        and Fund annuity units of the Separate
                                        Account at the start of the Valuation
                                        Period; minus


                                       13
<PAGE>

3.06   FUND NET                    (e)  A Separate Account charge at an annual
       RETURN FACTORS                   effective rate as hown on Contract
       (CONT'D):                        Schedule I for Annuity mortality and
                                        expense risks, asset based sales charge
                                        and profit and a daily administrative
                                        charge which will not exceed the amount
                                        shown on Contract Schedule I on an
                                        annual basis.  The administrative charge
                                        may be changed annually except for
                                        amounts which have been used to purchase
                                        an Annuity.

                                   A net return rate may be more or less than
                                   0%.

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

3.07   MARKET VALUE                (a)  An MVA will be applied to any withdrawal
       ADJUSTMENT:                      from the GA Account Term before the
                                        Maturity Date due to:

                                        (1)  A Transfer;
                                        (2)  A full or partial withdrawal; or
                                        (3)  A payment of a premium for Annuity
                                             Option 2.

                                   The amount of the withdrawal will be adjusted
                                   to a market value amount as described in (b).

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

                                                                   x
                                          (1 + i) to the power of ---
                                                                  365
                                          ----------------------------
                                                                   x
                                          (1 + j) to the power of ---
                                                                  365


                                         Where:
                                          i  is the Deposit Period Yield
                                          j  is the Current Yield
                                          x  is the number of days remaining,
                                             (computed from Wednesday of the
                                             week of withdrawal) in the Term.

                                   (c)  The Deposit Period Yield will be
                                        determined as follows:

                                        (1)  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 Term.

                                        (2)  The Deposit Period Yield is the
                                             average of those yields for the
                                             Deposit Period.  If withdrawal is
                                             made prior to the close of the
                                             Deposit Period, it is the average
                                             of those yields on each week
                                             preceding withdrawal.


                                       14
<PAGE>

3.07   MARKET VALUE                     (3)  The Current Yield is the average 
       ADJUSTMENT (CONT'D):                  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.

                                        (4)  In the event that no U.S. Treasury 
                                             Notes which mature in the last 
                                             three months of the Term exist, 
                                             Aetna reserves the right to use the
                                             U.S. Treasury Notes that mature in 
                                             a following quarter.

                                   (d)  Full and partial withdrawals as well as
                                        Transfers made within six (6) months
                                        after the Participant's date of death
                                        under the Amount Payable at Death
                                        provision (See 3.18) will be the greater
                                        of:

                                        (1)  The aggregate MVA amount which is
                                             the sum of all market value
                                             adjusted amounts calculated due to
                                             a withdrawal of amounts (for
                                             withdrawal or Transfer) from Terms
                                             prior to the end of those Terms.
                                             The aggregate MVA may be either
                                             positive or negative; or

                                        (2)  The applicable portion of the
                                             Current Value in the GA Account.

                                   (e)  After the six month period, the
                                        withdrawal or Transfer will be the
                                        aggregate MVA amount (i.e., including
                                        all MVAs).

                                   (f)  The greater of the aggregate MVA amount
                                        or the applicable portion of the Current
                                        Value in the GA Account is applied to
                                        amounts withdrawn from the GA Account
                                        for payment of a premium under Annuity
                                        options 3 or 4.

3.08   TRANSFER(S):                Before an Annuity option is elected, all or
                                   any portion of the Adjusted Current Value of
                                   the Individual Account (subject to the
                                   limitations described below) may be
                                   transferred from any Fund, the Fixed Plus
                                   Account or the GA Account:

                                   (a)  To any Fund; or
                                   (b)  To the Fixed Plus Account; or
                                   (c)  To any Guaranteed Term of the GA Account
                                        with a different classification
                                        available in the Current Deposit Period.

                                   Transfer requests can be submitted as a
                                   percentage or as a dollar amount.  Aetna may
                                   establish a minimum Transfer amount.  Within
                                   a Guaranteed Term classification, the amount
                                   transferred will be withdrawn from the oldest
                                   Deposit Period, then from the next oldest,
                                   and so on until the amount requested is
                                   satisfied.

                                   Amounts applied to Guaranteed Terms of the GA
                                   Account may not be transferred to the Funds,
                                   the Fixed Plus Account or to another
                                   Guaranteed Term during the Deposit Period or
                                   90 days after the close of the Deposit Period
                                   except for Matured Term Value(s) during the
                                   calendar month following the Term's Maturity
                                   Date.


                                       15
<PAGE>

3.08   TRANSFER(S) (CONT'D):       Transfers from Guaranteed Terms of the GA
                                   Account are subject to the MVA provisions of
                                   3.07.

                                   During each rolling twelve (12) month period,
                                   up to 20% of the Fixed Plus Account value may
                                   be transferred to one or more of the Fund(s),
                                   and/or the GA Account's then-current Deposit
                                   Period.  The 20% limit is reduced by any
                                   partial withdrawals, Transfers or amounts
                                   taken as a loan or used to purchase an
                                   Annuity during the twelve (12) month period.
                                   Aetna reserves the right to include amounts
                                   paid under ECO and SWO provisions for
                                   purposes of applying this 20% limit.  This
                                   limit is waived when the balance in the Fixed
                                   Plus Account is $1,000 or less on the date
                                   the Transfer request is received in good
                                   order at Aetna's Home Office.

                                   The Participant may make an unlimited number
                                   of Transfers during the Accumulation Period.
                                   The number of free Transfers allowed by Aetna
                                   is shown on Contract Schedule I.  Additional
                                   Transfers may be subject to a Transfer fee as
                                   shown on Contract Schedule I.  Transfers from
                                   the GA Account of a Matured Term Value on or
                                   within one calendar month of a Term's
                                   Maturity Date do not count against the annual
                                   Transfer limit.

3.09   LOANS:                      During the Accumulation Period, the
                                   Participant may request a loan from his or
                                   her Individual Account by submitting a loan
                                   request form.  The loan effective date is the
                                   date Aetna receives a loan request form in
                                   good order at its Home Office.
                                   A loan will not be allowed within 12 months
                                   of the effective date of any prior loan.  The
                                   Employee and Employer Accounts Current Value
                                   must be at least $2,000 and the minimum loan
                                   amount is $1,000.

                                   A loan that meets provisions set forth in
                                   Code Section 72(p) is not considered a
                                   taxable distribution.

                                   (a)  The amount available for a loan is
                                        calculated based on the Current Value of
                                        the Employer and Employee Accounts.  The
                                        loan amount is limited to the lesser of:

                                        (1)  50% of the Employee and Employer
                                             Accounts vested Current Value on
                                             the date the loan is made; or

                                        (2)  $50,000 reduced by the amount of
                                             the highest outstanding loan
                                             balance during the preceding 12
                                             month period that ends the day
                                             before the current loan is made.

                                        Loans may only be made from the Employee
                                        Account and the vested portion of the
                                        Employer Account.


                                       16
<PAGE>

3.09   LOANS                       (b)  When the loan is made, only amounts in
       (CONT'D):                        the Funds and Fixed Plus Account may be
                                        withdrawn and transferred to the Loan
                                        Account.  The amounts will be withdrawn
                                        in the same proportion as the Employee
                                        Account and the Employer Account's
                                        vested Current Value are divided between
                                        the Fixed Plus Account and/or Funds on
                                        the loan's effective date.

                                        If the amount of the loan requested
                                        would require the proportionate amount
                                        transferred from the Fixed Plus Account
                                        to exceed the amount that would be
                                        allowed under the 20% limit described in
                                        Section 3.08, the Participant may
                                        transfer an additional amount from the
                                        Fixed Plus Account.

                                        The additional amount will be limited
                                        and will never exceed 50% of the Fixed
                                        Plus Account value on the effective date
                                        of the loan, minus any previous partial
                                        withdrawal or Transfer during the 12-
                                        month period the loan becomes effective.
                                        Aetna reserves the right to change the
                                        maximum percentage a Participant can
                                        transfer from the Fixed Plus Account for
                                        the purpose of taking a loan.

                                        If the amount needed to make the loan
                                        exceeds the Fixed Plus Account Transfer
                                        limit, the additional amount will be
                                        withdrawn proportionately from the
                                        Funds.

                                   (c)  Aetna will record the percentage by
                                        which any amount withdrawn from the
                                        Fixed Plus Account exceeds the 20%
                                        Transfer limit covered in Section 3.08.
                                        The percentage will equal the amount
                                        transferred from the Fixed Plus Account
                                        that exceeds the 20% withdrawal limit
                                        divided by the total amount of the loan.
                                        In the event of a loan payment default,
                                        this percentage will be used to
                                        calculate the penalty that would be
                                        applied as described in (h) below.

                                   (d)  The loan interest rate will be 5%.

                                   (e)  Interest on the Loan Account balance
                                        will be calculated daily at a rate to
                                        yield an effective annual rate of 3%.
                                        Interest will be credited quarterly
                                        based on the loan's effective date and
                                        credited to the Funds and/or Fixed Plus
                                        Account in the same proportion in which
                                        the loan amount was withdrawn.

                                   (f)  Principal and interest on loans is
                                        amortized in quarterly payments over a
                                        one to five year term.  The Participant
                                        chooses the number of years.  An
                                        exception applies to loans taken for the
                                        acquisition of the Participant's
                                        principal residence.  Loans for this
                                        purpose can be amortized quarterly over
                                        a one to 20 year term, as elected by the
                                        Participant.  The Participant must
                                        certify in writing that a loan is for
                                        the purchase of a principal residence.

                                        The term of the loan, elected by the
                                        Participant, must result in full
                                        repayment no later than December 31 of
                                        the calendar year prior to the calendar
                                        year in which the Participant reaches
                                        age 70 1/2.


                                       17
<PAGE>

3.09   LOANS                            The entire Loan Account balance may be 
       (CONT'D):                        paid in full at any  time.  Aetna will 
                                        bill the Participant for any loan 
                                        interest accrued to the date the payment
                                        is received.  Aetna will consider the 
                                        loan paid when the interest amount is 
                                        received.

                                   (g)  A bill in the amount of the quarterly
                                        payment due will be mailed to the
                                        Participant in advance of the due date.
                                        The first due date is three months from
                                        the loan's effective date and quarterly
                                        thereafter.  A loan payment will be in
                                        default if it is not received by Aetna
                                        at its Home Office by the due date.

                                        The principal portion of each loan
                                        payment will be credited to the
                                        Participant's Fixed Plus Account and/or
                                        the Funds in the same proportion in
                                        which the loan amount was withdrawn.
                                        The Loan Account will then be reduced by
                                        the principal portion of the payment.

                                   (h)  If a payment is in default, a partial
                                        withdrawal in an amount equal to the
                                        payment due will be deducted from the
                                        Individual Account at the close of
                                        business on the due date.  Payments that
                                        are less than the amount due will be
                                        returned and if the full payment is not
                                        received by the due date, the payment
                                        will be in default.

                                        The required amount will be withdrawn
                                        from the Fixed Plus Account and/or the
                                        Funds in the same proportion in which
                                        the loan amount was withdrawn.  This
                                        amount will be applied as a loan payment
                                        as set forth in (g) above.  Aetna will
                                        report to the IRS the amount withdrawn
                                        to pay the default.

                                        In addition, if the amount withdrawn
                                        from the Fixed Plus Account to make the
                                        loan exceeded the 20% annual withdrawal
                                        limitation described in Section 3.14, a
                                        5% charge will be assessed on the same
                                        percentage of the defaulted payment.
                                        For example, if 60% of the amount
                                        withdrawn was in excess of the limit,
                                        then 60% of the amount withdrawn for the
                                        defaulted payment will be subject to the
                                        additional 5% charge.

                                   (i)  If a Participant makes a payment that is
                                        more than the billed amount, the excess
                                        will be credited to the Fixed Plus
                                        Account and/or the Funds in the same
                                        proportion in which the loan amount was
                                        withdrawn.  The Loan Account will be
                                        reduced by the additional amount.  On
                                        the following loan anniversary date,
                                        future payments will be recalculated to
                                        reflect the additional principal payment
                                        so that the outstanding balance is
                                        amortized in equal quarterly payments
                                        over the remaining loan term.

                                   (j)  Upon the election of an Annuity option
                                        or at the Participant's death, any Loan
                                        Account will be cancelled.  This will
                                        result in a taxable distribution of an
                                        amount equal to the Loan Account
                                        balance.  Interest earned but not yet
                                        credited will be credited to, and loan
                                        interest accrued but not paid will be
                                        deducted from, the Current Value in the
                                        same proportion in which the loan amount
                                        was withdrawn.


                                       18
<PAGE>


3.09   LOANS                       (k)  If there is an outstanding Loan Account
       (CONT'D):                        balance when a Participant makes a full
                                        withdrawal of the Current Value of his
                                        or her Individual Account (1) interest
                                        earned but not credited will be credited
                                        to, and (2) uncollected accrued loan
                                        interest will be deducted from the
                                        Current Value.  The Loan Account will be
                                        cancelled resulting in a taxable
                                        distribution of an amount equal to the
                                        Loan Account balance.

3.10   NOTICE TO THE               Each year, Aetna will notify the Participant
       PARTICIPANT:                of:

                                   (a)  The value of any amounts held in:
                                        (i)   The Fixed Plus Account,
                                        (ii)  The GA Account,
                                        (iii) The Fund(s) for the Separate
                                              Account;
                                   (b)  The number of any fund(s) record units;
                                   (c)  The fund(s) record unit value(s);
                                   (d)  The amount available for withdrawal; and
                                   (e)  The Loan Account value.

                                   This information will be as of a date no more
                                   than sixty (60) days before the date of the
                                   notice.

3.11   WITHDRAWAL RESTRICTIONS:    Limitations apply to full and partial
                                   withdrawals of any Restricted Amount from
                                   this Contract, as required by Code Section
                                   403(b)(11).  The Restricted Amount is the sum
                                   of:

                                   (a)  Net Contributions attributable to
                                        Participant salary reduction
                                        contributions made on and after January
                                        1, 1989 if any; plus

                                   (b)  The net increase, if any, in the Current
                                        Value of the Employee Account after
                                        December 31, 1988 attributable to
                                        investment gains and losses and credited
                                        interest.

                                   The Restricted Amount may be fully or
                                   partially surrendered only if one or more of
                                   the following conditions are met:

                                   (a)  The Participant has reached age 59 1/2;
                                   (b)  The Participant has separated from
                                        service;
                                   (c)  The Participant has died;
                                   (d)  The Participant has become disabled,
                                        within the meaning of Code Section 72
                                        (m)(7); or
                                   (e)  The withdrawal is otherwise allowed by
                                        federal law, regulations or rulings.

                                   A full or partial withdrawal is also allowed
                                   if the Participant incurs a "hardship" as
                                   that term is defined in the Code or
                                   regulations under Code Section 403(b).

                                   However, the amount available for hardship is
                                   limited to the lesser of the amount necessary
                                   to satisfy the need, or the Net Contributions
                                   attributable to Participant salary reduction
                                   contributions made on and after January 1,
                                   1989.


                                       19
<PAGE>

3.11   WITHDRAWAL RESTRICTIONS     The Contract Holder must certify that one of
       (CONT'D):                   these conditions has been met before a
                                   withdrawal request will be considered to be
                                   in good order.  The Contract Holder must
                                   notify Aetna in writing when a lump sum
                                   payment is to be made or Annuity payments are
                                   to commence.

                                   If, pursuant to Revenue Ruling 90-24, amounts
                                   are transferred to this Contract from a Code
                                   Section 403(b)(7) custodial account, the
                                   December 31, 1988 value from such transferred
                                   amount may be distributed upon the Contract
                                   Holder's request.  The Contract Holder must
                                   certify that one of the conditions mentioned
                                   above has been met or that the Participant
                                   has incurred a hardship.  The remaining
                                   transferred value from the Employee Account
                                   will be considered a Restricted Amount
                                   subject to the Surrender Restrictions of this
                                   subsection.

3.12   MANNER AND TIMING           (a)  A distribution to a Participant may be
       OF DISTRIBUTIONS:                made in a lump sum, as one of the
                                        Distribution Options described in 
                                        Section IV, or as one of the Annuity 
                                        options in Section V.  The Participant
                                        may elect the form of distribution 
                                        subject to certification in writing by 
                                        the Contract Holder that the Participant
                                        is eligible both as to the timing
                                        and form of distribution.

                                   (b)  The distribution of benefits from the
                                        Employee and Employer Accounts must
                                        begin by April 1 of the calendar year
                                        following the calendar year in which the
                                        Participant attains age 70 1/2 or
                                        retires, whichever occurs later.

                                   (c)  If the Participant does not request
                                        commencement of benefits from the
                                        Employee and Employer Accounts as
                                        described above, Aetna will not be
                                        responsible for compliance with the Code
                                        Section 401(a)(9) minimum distribution
                                        requirements or for any adverse tax or
                                        other consequences that may result.

3.13   WITHDRAWAL:                 (a)  The Participant may withdraw any portion
                                        or all of an Individual Account Adjusted
                                        Current Value and transfer such amount
                                        to another investment provider under the
                                        Plan.  The withdrawal and transfer
                                        request must be submitted in writing to
                                        Aetna.

                                   (b)  Except as described in Section 3.14,
                                        unless the Participant specifies
                                        otherwise, partial withdrawals are
                                        satisfied by withdrawing amounts on a
                                        pro rata basis from each of the
                                        investment options in which the
                                        Individual Account is invested.

                                   (c)  When amounts are withdrawn from the GA
                                        Account, amounts in Short-Term and Long-
                                        Term Classifications are treated as
                                        separate investment options and amounts
                                        are taken on a pro rata basis.  Within a
                                        Classification, amounts will be
                                        withdrawn starting with the Term still
                                        in effect with the oldest Deposit
                                        Period.

                                   (d)  Any amount withdrawn from the Fixed Plus
                                        Account will be subject to the
                                        limitations in 3.14, 3.15 and 3.16.


                                       20
<PAGE>

3.14   PARTIAL WITHDRAWAL          The amount eligible for partial withdrawal is
       FROM THE FIXED PLUS         20% of the Current Value of the amount held
       ACCOUNT:                    in the Fixed Plus Account on the day Aetna's
                                   Home Office receives a written request,
                                   reduced by any previous Transfer, partial
                                   withdrawal or amounts taken as a loan or used
                                   to purchase Annuity benefits during the prior
                                   12 months.  Aetna reserves the right to
                                   include amounts paid under ECO and SWO for
                                   purposes of applying this 20% limit.
                                   However, SWO is unavailable if a Fixed Plus
                                   Account Transfer or withdrawal is requested
                                   within the current 12 month period.

                                   The 20% limit applicable to partial
                                   withdrawals from the Fixed Plus Account will
                                   be waived under certain conditions and will
                                   apply when the partial withdrawal is made on
                                   a pro rata basis from all options used under
                                   the Participant's Individual Account.  (See
                                   Contract Schedule I).

3.15   PAYMENT OF FIXED            When Aetna receives a full withdrawal
       PLUS ACCOUNT FULL           request, no additional partial withdrawals or
       WITHDRAWAL:                 Transfers from the Fixed Plus Account are
                                   permitted during the payout period.  If a
                                   full withdrawal is requested, Aetna will pay
                                   any Current Value from the Fixed Plus Account
                                   in five payments as follows:

                                   (a)  One-fifth of the Current Value on the
                                        day the request is received in good
                                        order at Aetna's Home Office, reduced by
                                        any amount from the Fixed Plus Account
                                        that was transferred, withdrawn or used
                                        for a loan or to purchase Annuity
                                        benefits during the prior 12 months;
                                   (b)  One-fourth of the remaining Current
                                        Value 12 months later;
                                   (c)  One-third of the remaining Current Value
                                        12 months later;
                                   (d)  One-half of the remaining Current Value
                                        12 months later; and
                                   (e)  The balance of the Current Value 12
                                        months later.

                                   The Fixed Plus Account full withdrawal
                                   payment provision will be waived when a
                                   withdrawal is:

                                   (a)  Due to the Participant's death before
                                        Annuity benefit payments begin;
                                   (b)  Used to purchase Annuity benefits; or
                                   (c)  When the amount in the Fixed Plus
                                        Account is $3,500 or less and no amount
                                        has been withdrawn, transferred, taken
                                        as a loan or used to purchase Annuity
                                        benefits during the previous 12 months.

                                   Any full withdrawal from the Fixed Plus
                                   Account may be cancelled at any time before
                                   the end of the payment period.

3.16   ALTERNATIVE PAYMENT         As an alternative to 3.15, the Participant
       OF FIXED PLUS ACCOUNT       may elect a lump sum payment.  The lump-sum
       FULL WITHDRAWAL:            payment will be the Individual Account's
                                   Current Value invested in the Fixed Plus
                                   Account less a 3% charge provided:

                                   (i)  the withdrawal is due to the
                                        Participant's separation from service
                                        with the employer;


                                       21
<PAGE>

3.16   ALTERNATIVE PAYMENT         (ii)  the withdrawal request is received at
       OF FIXED PLUS ACCOUNT             Aetna's Home Office within 60 days of
       FULL WITHDRAWAL:                  the date the Participant separates from
       (CONT'D):                         service with the employer; and

                                   (iii) the Contract Holder certifies that the
                                         Participant has separated from service
                                         and is eligible to receive a lump sum
                                         distribution.

3.17   PAYMENT OF MINIMUM          If the Individual Accounts Current Value is
       CURRENT VALUE:              less than $3,500, and no Contributions have
                                   been received for three (3) years, Aetna may
                                   close the Account and pay the Current Value
                                   to the Contract Holder in one lump sum.

3.18   AMOUNT PAYABLE AT           Aetna will pay any portion of the Individual
       DEATH (BEFORE ANNUITY       Account(s) Current Value, to the Beneficiary
       PAYMENTS START):            when:

                                   (a)   The Participant dies before Annuity
                                         payments start; and
                                   (b)   The certified copy of the death
                                         certificate is received by Aetna.

                                   A guaranteed death benefit is available if
                                   the Beneficiary requests either a lump-sum
                                   payment or an Annuity option within the first
                                   6 months after the Participant's death.

                                   For each Individual Account, the death
                                   benefit is guaranteed to be the greater of:

                                   (a)   The Current Value of the Individual
                                         Account plus aggregate positive MVA, as
                                         applicable, on the date the notice of
                                         death and the request for payment are
                                         received in good order at Aetna's Home
                                         Office; or
                                   (b)   The total of Net Contribution(s) made
                                         to the Individual Account minus the
                                         total of all partial withdrawals,
                                         annuitizations made from the Individual
                                         Account and any amount allocated from
                                         the Individual Account to the Loan
                                         Account.

                                   If the payee of the death proceeds is the
                                   Participant's surviving spouse, the first
                                   Annuity payment or the lump-sum payment may
                                   be deferred to a date not later than when the
                                   Participant would have attained age 70 1/2 or
                                   such later date as may be allowed under
                                   federal law or regulations.  If the
                                   Beneficiary is not the surviving spouse, all
                                   of the Current Value must either be applied
                                   to an Annuity Option within one (1) year of
                                   the Participant's death or be paid to the
                                   payee within five (5) years of the
                                   Participant's death (see Part V).

                                   In no event may any payments to the
                                   Beneficiary under an Annuity option extend
                                   beyond:

                                   (a)   The life of the payee determined as of
                                         the date payments are to commence; or
                                   (b)   Any certain period greater than the
                                         payee's life expectancy as determined
                                         by regulations under Code Section 401
                                         (a)(9) as of the date payments are to
                                         begin.

                                   Amounts in the GA Account will be payable as
                                   described in Section 3.07(d).


                                       22
<PAGE>

3.19   REINSTATEMENT:              All or a portion of the proceeds of a full
                                   withdrawal of an Individual Account may be
                                   reinvested within 30 days after the surrender
                                   if allowed by law.  Any Market Value
                                   Adjustment deducted from GA Account
                                   withdrawals will not be included in the
                                   reinstatement.  Amounts will be reinstated
                                   among the Fixed Plus Account, GA Account and
                                   the Fund(s) in the same proportion as they
                                   were at the time of withdrawal.  Any amount
                                   reinstated to the GA Account will be credited
                                   to the current Deposit Period.  The number of
                                   record units reinstated will be based on the
                                   record unit value(s) next computed after
                                   receipt at Aetna's Home Office of the
                                   reinstatement request and the amount to be
                                   reinvested.

                                   Any Individual Account(s) closed because of
                                   the Current Value was less than $3,500 may
                                   not be reinstated (see 3.17).

                                   Reinstatement is permitted only once per
                                   Individual Account.

IV.    NON-ANNUITY DISTRIBUTION OPTIONS
- --------------------------------------------------------------------------------

4.01   DISTRIBUTION OPTIONS:       The Participant or a surviving spouse may
                                   elect one of the two following distribution
                                   options.  A surviving spouse is eligible to
                                   elect one of these options provided the
                                   spouse is the designated Beneficiary under
                                   the Plan and the Participant had died before
                                   electing an Annuity option and before the
                                   date for required minimum distributions.

4.02   ESTATE CONSERVATION         (a)  With the Estate Conservation Option
       OPTION:                          (ECO) a portion of the Individual 
                                        Account Current Value is 
                                        automatically surrendered and 
                                        distributed each year.  Each payment 
                                        will be withdrawn from the Individual 
                                        Account in the same proportion as 
                                        assets are held in the Funds, the GA 
                                        Account, and the Fixed Plus Account 
                                        on the date the payment is made.

                                   (b)  Payments under ECO will comply with the
                                        incidental death benefit test set forth
                                        in Code Section 401(a)(9).

                                   (c)  Distribution Amount:  Each year that ECO
                                        is in effect, Aetna will calculate and
                                        distribute an amount equal to the
                                        minimum distribution required under the
                                        Code.  The annual distribution will be
                                        determined by dividing the Individual
                                        Account Current Value as of December 31
                                        of the year prior to the payment year,
                                        by a single or joint life expectancy
                                        factor.  If joint life expectancy is
                                        elected, the Beneficiary under ECO must
                                        be the same as the beneficiary of any
                                        death benefits under the Plan.

                                   (d)  Life Expectancy Factor:  For the
                                        Participant, the life expectancy factor
                                        is either single life or joint life
                                        expectancy as elected by the
                                        Participant, based on tables in IRS
                                        regulations.  For a spouse Beneficiary,
                                        only a single life expectancy is
                                        available.  Life expectancy factors will
                                        be recalculated each year, unless
                                        prohibited by the Code or regulations.


                                       23
<PAGE>

4.02   ESTATE CONSERVATION              If joint life expectancy is elected and
       OPTION (CONT'D):                 the Participant or spouse dies, payments
                                        will be based on the survivor's life
                                        expectancy.  If the Beneficiary is not
                                        the spouse and the Beneficiary dies
                                        first, the joint life expectancy
                                        continues to be used to determine
                                        payments.

                                        If a single life expectancy is elected,
                                        at the death of the Participant (or the
                                        spouse who is the designated Beneficiary
                                        electing ECO after the Participant's
                                        death), the entire value must be
                                        distributed no later than the December
                                        31 of the year following the year of the
                                        Participant's (or spouse's) death.  If a
                                        joint life expectancy is elected, and
                                        both the Participant and spouse have
                                        died, any remaining Current Value must
                                        be distributed no later than the
                                        December 31 of the year following the
                                        year of the second death.  If a joint
                                        life expectancy is elected and both the
                                        Participant and non-spouse Beneficiary
                                        have died, any remaining Current Value
                                        will be distributed to a successor
                                        Beneficiary or, if none has been named,
                                        then to the estate of the last to die.

                                   (e)  Minimum Current Value:  At its
                                        discretion, Aetna may require a minimum
                                        initial Current Value for election of
                                        this option.  If after election of this
                                        option the Current Value is insufficient
                                        to make a scheduled ECO payment, Aetna
                                        will distribute the entire balance of
                                        the Individual Account.

                                   (f)  Distribution Date: The Participant shall
                                        specify an annual distribution date.
                                        The earliest date is the first day of
                                        the calendar year in which he or she
                                        attains age 70 1/2, or retirement if
                                        later.  For a spouse Beneficiary
                                        electing ECO after the Participant's
                                        death, the earliest date is the date of
                                        the Participant's death.  The first
                                        distribution date may be the 15th of any
                                        month, or such other date Aetna may
                                        designate or allow.  Subsequent
                                        distributions will be made on the
                                        anniversary of that date.

                                   (g)  Election and Revocation:  The
                                        Participant may elect ECO by submitting
                                        a completed and signed election form to
                                        Aetna's Home Office.  The Contract
                                        Holder must certify that the Participant
                                        is eligible both as to the timing and
                                        form of distribution.  Once ECO is
                                        elected, the Participant may revoke it
                                        by submitting a written request to Aetna
                                        at its Home Office.  Any revocation will
                                        apply only to amounts not yet paid.  ECO
                                        may be elected only once per Individual
                                        Account.


                                       24
<PAGE>

4.03   SYSTEMATIC WITHDRAWAL       (a)  With the Systematic Withdrawal Option
       OPTION:                          (SWO) a portion of the Individual
                                        Account Current Value is automatically
                                        distributed each year.  A SWO payment
                                        will be calculated on the Individual
                                        Account's Current Value.  Each payment
                                        will be withdrawn from the Individual
                                        Account in the same proportion as assets
                                        are held in the Funds, the GA Account,
                                        and the Fixed Plus Account on the date
                                        the payment is made.

                                   (b)  Payments under SWO will comply with the
                                        incidental death benefit test set forth
                                        in Code Section 401(a)(9).

                                   (c)  Distribution Amounts:  The Participant
                                        may elect one of the three payment
                                        methods described below.  These
                                        calculations may be changed as necessary
                                        to comply with the Code minimum
                                        distribution rules.  If joint life
                                        expectancy is elected, the Beneficiary
                                        under SWO must be the same as the
                                        beneficiary of any death benefits under
                                        the Plan.

                                        (1)  Specified Payment:  Payments of a
                                             designated annual dollar amount.
                                             The annual amount may not be
                                             greater than the percentage of the
                                             Current Value at time of election
                                             as shown on Contract Schedule I.
                                             This amount will remain constant
                                             unless a higher amount is required
                                             under Code minimum distribution
                                             rules.

                                             Each year that the Specified
                                             Payment is in effect, Aetna will
                                             calculate the minimum required
                                             distribution by dividing the
                                             Individual Account Current Value as
                                             of December 31 of the year prior to
                                             the payment year by a life
                                             expectancy factor, and distribute
                                             this amount if it is larger than
                                             the Specified Payment.

                                        (2)  Specified Period:  Payments are
                                             made over a period of time.  The
                                             number of years selected may not be
                                             less than the number of years shown
                                             on Contract Schedule I, unless
                                             otherwise required by Code minimum
                                             distribution rules.  The maximum
                                             specified period will be limited by
                                             the life expectancy factor.  The
                                             amount paid each year is calculated
                                             by dividing the Individual Account
                                             Current Value as of December 31 of
                                             the prior year by the number of
                                             payment years remaining.

                                        (3)  Specified Percentage: The specified
                                             percentage chosen cannot be greater
                                             than the percentage shown on
                                             Contract Schedule I. The
                                             Participant may change the
                                             specified percentage elected every
                                             six months. Each annual
                                             distribution is determined by
                                             multiplying the Individual Account
                                             Current Value by the percentage
                                             chosen. The value to be used in
                                             this calculation is the value on
                                             the December 31st prior to the year
                                             for which the payment is being
                                             made. For payments made more often
                                             than annually, the annual payment
                                             result (calculated above) is
                                             divided by the number of payments
                                             due each year. Payments will be
                                             made each year until the year the
                                             Participant attains age 70 1/2.


                                       25
<PAGE>

4.03   SYSTEMATIC WITHDRAWAL       (d)  Life Expectancy Factor:  The life
       OPTION (CONT'D):                 expectancy factor for the initial
                                        distribution year is either single life
                                        or joint life expectancy as elected by
                                        the Participant, based on tables in IRS
                                        regulations.  For a spouse Beneficiary,
                                        only a single life expectancy is
                                        available.  With each subsequent year,
                                        the life expectancy factor will be the
                                        life expectancy factor for the initial
                                        distribution year, reduced by one.

                                        If the joint life expectancy is elected
                                        and the Participant or the Beneficiary
                                        dies on or after the required beginning
                                        date for minimum distributions to the
                                        Participant, the joint life expectancy
                                        factor will continue to be reduced by
                                        one for each distribution year.
                                        Payments will continue unless the
                                        Contract Holder elects an alternate
                                        payment mode on behalf of the survivor.
                                        Any payment mode elected on behalf of
                                        the Beneficiary must provide payments to
                                        be made at least as rapidly as those
                                        made prior to the Participant's death.

                                        If the Participant dies before the
                                        required beginning date for minimum
                                        distributions, SWO payments will cease
                                        and the Beneficiary may claim the death
                                        benefit in accordance with the terms of
                                        this Contract.  If the Beneficiary is
                                        not the Participant's spouse, the entire
                                        death benefit must be either applied to
                                        an Annuity option within one (1) year of
                                        the Participant's death, or be paid
                                        within five (5) years of the
                                        Participant's death.  If the Beneficiary
                                        is the Participant's spouse, the
                                        distribution is not required to begin
                                        earlier than when the Participant would
                                        have attained age 70 1/2.

                                        If joint life expectancy is elected and
                                        the Beneficiary dies before the required
                                        beginning date for minimum distributions
                                        to the Participant, payments to the
                                        Participant will continue to be based on
                                        joint life expectancy reduced by one for
                                        each distribution year.

                                   (e)  Minimum Current Value:  At its
                                        discretion, Aetna may require a minimum
                                        initial Current Value for election of
                                        this option.  If after election of this
                                        option the Current Value is insufficient
                                        to make a scheduled SWO payment, Aetna
                                        will distribute the entire balance of
                                        the Individual Account.

                                   (f)  Distribution Date:  The Participant or
                                        spouse Beneficiary shall specify the
                                        distribution date.  The earliest date is
                                        the first day of the calendar year in
                                        which the Participant attains age 59 1/2
                                        or age 55, if separated from service
                                        with the employer at or after age 55.
                                        SWO payments will be made monthly,
                                        quarterly, semi-annually or annually on
                                        the 15th of any month, or such other
                                        date Aetna may designate or allow.  If
                                        payments are made more frequently than
                                        annually, the annual amount payable each
                                        year is divided by the number of
                                        payments due per year.  At its
                                        discretion Aetna may require a minimum
                                        initial payment amount.


                                       26
<PAGE>

4.03   SYSTEMATIC WITHDRAWAL       (g)  Election and Revocation:  The
       OPTION (CONT'D):                 Participant may elect SWO by submitting
                                        a completed and signed election form to
                                        Aetna's Home Office.  Once SWO is
                                        elected, the Participant may revoke it
                                        by submitting a written request to
                                        Aetna's Home Office.  Any revocation
                                        will apply only to amounts not yet paid.
                                        Generally, SWO may be elected only once,
                                        however, if SWO is elected on and then
                                        revoked before the date distributions
                                        were required to begin under Code
                                        Section 401(a)(9), SWO may be elected on
                                        behalf of a spouse Beneficiary after the
                                        death of the Participant.

V.     ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

5.01   CHOICES:                    (a)  The Participant may elect an Annuity
                                        option by telling Aetna to pay all or
                                        any portion of the Individual Account(s)
                                        Current Value (minus any applicable
                                        premium tax if not previously deducted)
                                        as a premium for an Annuity under option
                                        2, 3, or 4 (see 5.07).  A completed and
                                        signed election form must be submitted
                                        to the Home Office.  The form must
                                        include Contract Holder certification
                                        that the Participant is eligible for a
                                        distribution under the terms of the Plan
                                        and that the Annuity option chosen is
                                        permitted under the terms of the Plan.
                                        Any election of an Annuity option must
                                        comply with the minimum distribution
                                        requirements of Code Section 401(a)(9),
                                        including the incidental death benefit
                                        rule, and the regulations thereunder.
                                        This restriction does not apply if
                                        option 4 is chosen and the second
                                        Annuitant is the spouse of the
                                        Participant.

                                   (b)  Generally, the first Annuity payment
                                        must be made by April 1 of the calendar
                                        year following the year in which the
                                        Participant turns age 70 1/2 or retires,
                                        if later.

                                   (c)  When an Annuity option is chosen the
                                        Participant must designate whether the
                                        Annuity will be Fixed or Variable and
                                        whether the underlying investment will
                                        be:

                                        (1)  The General Account;
                                        (2)  One or more of the available
                                             Fund(s); or
                                        (3)  A combination of (1) and (2).

                                        If a Fixed Annuity is chosen, the
                                        Annuity purchase rate for the option
                                        chosen reflects at least the Minimum
                                        Guaranteed Interest Rate (See Contract
                                        Schedule II), but may reflect a higher
                                        interest rate.

                                        If a Variable Annuity is chosen, the
                                        initial Annuity payment for the option
                                        chosen reflects the assumed annual
                                        return rate elected (See Contract
                                        Schedule II).

                                   (d)  Payments will be made on a monthly basis
                                        unless the Participant requests
                                        otherwise.

                                   (e)  Once elected, an Annuity option may not
                                        be revoked, except for option 2 when
                                        elected on a variable basis.


                                       27
<PAGE>

5.02   TERMS OF ANNUITY            (a)  No choice of any Annuity option may be
       OPTIONS:                         made if the first payment would be less
                                        than $20 or if the total payments in a
                                        year would be less than $100.

                                   (b)  If a Fixed Annuity under option 2, 3 or
                                        4 is elected and a larger Annuity
                                        payment would result from applying the
                                        Adjusted Current Value to a current
                                        Aetna single premium immediate Annuity,
                                        Aetna will make the larger payment.

                                   (c)  For purposes of calculating the
                                        guaranteed first payment of a Variable
                                        Annuity or the payments for a Fixed
                                        Annuity, the Annuitant's and second
                                        Annuitant's adjusted age will be used.
                                        The Annuitant's and second Annuitant's
                                        adjusted age is his or her age as of the
                                        birthday closest to the Annuity
                                        commencement date reduced by one year
                                        for Annuity commencement dates occurring
                                        during the period of time from July 1,
                                        1992 through December 31, 1999.  The
                                        Annuitant's and second Annuitant's age
                                        will be reduced by two years for Annuity
                                        commencement dates occurring during the
                                        period of time from January 1, 2000
                                        through December 31, 2009.  The
                                        Annuitant's and second Annuitant's age
                                        will be reduced by one additional year
                                        for Annuity commencement dates occurring
                                        in each succeeding decade.

                                        The Annuity rates for options 3 and 4
                                        are based on mortality from 1983
                                        Table a.

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

5.03   DEATH PROVISION:            When an Annuitant dies under options 2 or 3,
                                   the present value of any remaining guaranteed
                                   payments will be paid in one sum to the
                                   Beneficiary or, upon the election of the
                                   Beneficiary, any remaining payments will
                                   continue to the Beneficiary.  If a
                                   Beneficiary dies while under option 1 or
                                   while receiving Annuity payments, the present
                                   value of any remaining payments will be paid
                                   in one lump sum to the Beneficiary's estate.
                                   The rate used to determine the present value
                                   for a lump sum payment will be the rate used
                                   to determine the first Annuity payment.

5.04   FUND ANNUITY                The number of Fund(s) annuity units is based
       UNITS:                      on the amount of the first Variable Annuity
                                   payment which is equal to:

                                   (a)  The portion of the Current Value (minus
                                        any premium tax) applied to pay a
                                        Variable Annuity; divided by
                                   (b)  1,000; multiplied by
                                   (c)  The payment rate for the option chosen.


                                       28
<PAGE>

5.04   FUND ANNUITY                Such amount, or portion, of the variable
       UNITS (CONT'D):             payment will be divided by the appropriate
                                   Fund(s) annuity unit value (see 5.05) on the
                                   tenth Valuation Period before the due date of
                                   the first payment to determine the number of
                                   each Fund annuity units.  The number of each
                                   Fund annuity units remains fixed.  Each
                                   future payment is equal to the sum of the
                                   products of each Fund annuity unit value
                                   multiplied by the appropriate number of
                                   Units.  The Fund annuity unit value on the
                                   tenth Valuation Period prior to the due date
                                   of the payment is used.

5.05   FUND ANNUITY                For any Valuation Period, a Fund(s) annuity
       UNIT VALUE:                 unit value is equal to:

                                   (a)  The value for the previous Period;
                                        multiplied by
                                   (b)  The Annuity net return factor(s) (See
                                        5.06) for the Period; multiplied by
                                   (c)  A factor to reflect the assumed annual
                                        net return rate.  (See Contract
                                        Schedule II).

                                   The dollar value of a Fund annuity unit
                                   values and Annuity payments may go up or down
                                   due to investment gain or loss.

                                   Payments shall not be changed due to changes
                                   in the mortality or expense results or
                                   administrative charges.

5.06   FUND ANNUITY NET            The Annuity net return factor(s) are used to
       RETURN FACTOR:              compute all Separate Account Annuity payments
                                   for any Fund.

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

                                   The net return rate is equal to:

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

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

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

                                   (d)  The total value of the Fund(s) record
                                        units and Fund(s) annuity units of the
                                        Separate Account at the start of the
                                        Valuation Period; minus

                                   (e)  A daily charge for Annuity mortality and
                                        expense risks, which may include profit,
                                        (at the annual rate as shown on Contract
                                        Schedule II) and a daily administrative
                                        charge.

                                   A Net Return Rate may be more or less than
                                   0%.

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


                                       29
<PAGE>

5.07   ANNUITY OPTIONS:            Option 1 -- Payments of Interest on Sum Left
                                   with Aetna -- This option may be used only by
                                   the Beneficiary when the Participant dies
                                   before Aetna has started paying an Annuity.
                                   A portion or all of the sum paid upon death
                                   may be held under this option and will be
                                   held in the General Account of Aetna at
                                   interest (see 5.01).  The Beneficiary may
                                   later tell Aetna to:

                                   (a)  Pay a portion or all of the sum held by
                                        Aetna; or
                                   (b)  Apply a portion or all of the sum held
                                        by Aetna to any Annuity option below.

                                   If the Beneficiary is the Participant's
                                   surviving spouse, payment may be deferred to
                                   a date not later than when the Participant
                                   would have attained age 70 1/2 or such later
                                   date as may be allowed under federal law or
                                   regulations.

                                   If the Beneficiary is not a spouse, the
                                   entire sum must either be applied to an
                                   Annuity option within one year of the
                                   Participant's death or be paid within five
                                   years of the Participant's death.

                                   Option 2 -- Payments for a Stated Period of
                                   Time -- An Annuity will be paid for the
                                   number of years chosen  (See Contract
                                   Schedule II).

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

                                   Option 3 -- Life Income -- An Annuity will be
                                   paid for the life of the Annuitant.  Aetna
                                   may also guarantee payments for 60, 120, 180,
                                   or 240 months if so directed by the
                                   Participant.

                                   Option 4 -- Life Income based upon the lives
                                   of two Annuitants -- An Annuity will be paid
                                   during the lives of the Annuitant and a
                                   second Annuitant.  Payments will continue
                                   until both Annuitants have died.  When this
                                   option is chosen, a choice of the following
                                   must be made:

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

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

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

                                   (d)  Payments for a minimum of 120 months,
                                        with 50% of the payment to continue
                                        after the first death; or

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


                                       30
<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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


- --------------------------------------------------------------------------------
            GUARANTEED     MONTHLY     QUARTERLY    SEMI-ANNUAL    ANNUAL
   YEARS       RATE        PAYMENT      PAYMENT       PAYMENT      PAYMENT
- --------------------------------------------------------------------------------

     3         3.00%       $28.99       $86.76        $172.88      $343.23
     4         3.00%        22.06        66.02         131.56       261.19
     5         3.00%        17.91        53.59         106.78       211.99
     6         3.00%        15.14        45.30          90.27       179.22
     7         3.00%        13.16        39.39          78.49       155.83
     8         3.00%        11.68        34.96          69.66       138.31
     9         3.00%        10.53        31.52          62.81       124.69
    10         3.00%         9.61        28.77          57.33       113.82
    11         3.00%         8.86        26.52          52.85       104.93
    12         3.00%         8.24        24.65          49.13        97.54
    13         3.00%         7.71        23.08          45.98        91.29
    14         3.00%         7.26        21.73          43.29        85.95
    15         3.00%         6.87        20.56          40.96        81.33
    16         3.00%         6.53        19.54          38.93        77.29
    17         3.00%         6.23        18.64          37.14        73.74
    18         3.00%         5.96        17.84          35.56        70.59
    19         3.00%         5.73        17.13          34.14        67.78
    20         3.00%         5.51        16.50          32.87        65.26
    21         3.00%         5.32        15.92          31.72        62.98
    22         3.00%         5.15        15.40          30.68        60.92
    23         3.00%         4.99        14.92          29.74        59.04
    24         3.00%         4.84        14.49          28.88        57.33
    25         3.00%         4.71        14.09          28.08        55.76
    26         3.00%         4.59        13.73          27.36        54.31
    27         3.00%         4.47        13.39          26.68        52.97
    28         3.00%         4.37        13.08          26.06        51.74
    29         3.00%         4.27        12.79          25.49        50.60
    30         3.00%         4.18        12.52          24.95        49.53
- --------------------------------------------------------------------------------


                                       31
<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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


- --------------------------------------------------------------------------------
                      MONTHLY       QUARTERLY     SEMI-ANNUAL      ANNUAL
        YEARS         PAYMENT        PAYMENT        PAYMENT        PAYMENT
- --------------------------------------------------------------------------------

          3           $29.19         $87.33         $173.91        $344.86
          4            22.27          66.61          132.65         263.04
          5            18.12          54.19          107.92         213.99
          6            15.35          45.92           91.44         181.32
          7            13.38          40.01           79.69         158.01
          8            11.90          35.59           70.88         140.56
          9            10.75          32.16           64.05         127.00
         10             9.83          29.42           58.59         116.18
         11             9.09          27.18           54.13         107.34
         12             8.46          25.32           50.42          99.98
         13             7.94          23.75           47.29          93.78
         14             7.49          22.40           44.62          88.47
         15             7.10          21.24           42.31          83.89
         16             6.76          20.23           40.29          79.89
         17             6.47          19.34           38.51          76.37
         18             6.20          18.55           36.94          73.25
         19             5.97          17.85           35.54          70.47
         20             5.75          17.22           34.28          67.98
         21             5.56          16.65           33.15          65.74
         22             5.39          16.13           32.13          63.70
         23             5.24          15.66           31.19          61.85
         24             5.09          15.24           30.34          60.17
         25             4.96          14.85           29.56          58.62
         26             4.84          14.49           28.85          57.20
         27             4.73          14.15           28.19          55.90
         28             4.63          13.85           27.58          54.69
         29             4.53          13.57           27.02          53.57
         30             4.45          13.30           26.49          52.53
- --------------------------------------------------------------------------------


                                       32
<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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


- --------------------------------------------------------------------------------
                      MONTHLY       QUARTERLY     SEMI-ANNUAL      ANNUAL
        YEARS         PAYMENT        PAYMENT        PAYMENT        PAYMENT
- --------------------------------------------------------------------------------

          3           $29.80         $89.04         $176.99        $349.72
          4            22.89          68.38          135.93         268.58
          5            18.74          56.00          111.33         219.98
          6            15.99          47.77           94.96         187.64
          7            14.02          41.90           83.30         164.59
          8            12.56          37.52           74.58         147.35
          9            11.42          34.11           67.81         133.99
         10            10.51          31.40           62.42         123.34
         11             9.77          29.19           58.03         114.66
         12             9.16          27.36           54.38         107.45
         13             8.64          25.81           51.31         101.39
         14             8.20          24.50           48.69          96.21
         15             7.82          23.36           46.44          91.75
         16             7.49          22.37           44.47          87.88
         17             7.20          21.51           42.75          84.48
         18             6.94          20.74           41.23          81.47
         19             6.71          20.06           39.88          78.80
         20             6.51          19.46           38.68          76.42
         21             6.33          18.91           37.59          74.28
         22             6.17          18.42           36.62          72.35
         23             6.02          17.98           35.73          70.61
         24             5.88          17.57           34.93          69.02
         25             5.76          17.20           34.20          67.57
         26             5.65          16.87           33.53          66.25
         27             5.54          16.56           32.92          65.04
         28             5.45          16.28           32.35          63.93
         29             5.36          16.01           31.83          62.90
         30             5.28          15.77           31.35          61.95
- --------------------------------------------------------------------------------


                                       33
<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

- --------------------------------------------------------------------------------
       ADJUSTED
        AGE OF        NONE          60          120          180          240
       ANNUITANT
- --------------------------------------------------------------------------------

          50          $4.05        $4.05       $4.03        $3.99        $3.93
          51           4.12         4.11        4.09         4.05         3.99
          52           4.19         4.19        4.16         4.11         4.04
          53           4.27         4.26        4.23         4.18         4.10
          54           4.35         4.34        4.31         4.25         4.16

          55           4.44         4.42        4.39         4.32         4.22
          56           4.53         4.51        4.47         4.40         4.29
          57           4.62         4.61        4.56         4.48         4.35
          58           4.72         4.71        4.65         4.56         4.42
          59           4.83         4.81        4.75         4.64         4.49

          60           4.95         4.93        4.86         4.73         4.55
          61           5.07         5.05        4.97         4.83         4.62
          62           5.20         5.17        5.08         4.92         4.69
          63           5.34         5.31        5.20         5.02         4.76
          64           5.49         5.45        5.33         5.12         4.83

          65           5.65         5.61        5.47         5.22         4.89
          66           5.82         5.77        5.61         5.33         4.96
          67           6.01         5.94        5.75         5.44         5.02
          68           6.20         6.13        5.91         5.54         5.08
          69           6.41         6.33        6.07         5.65         5.14

          70           6.64         6.54        6.23         5.76         5.19
          71           6.88         6.76        6.41         5.86         5.24
          72           7.14         7.00        6.59         5.97         5.28
          73           7.43         7.26        6.77         6.06         5.32
          74           7.73         7.53        6.96         6.16         5.35

          75           8.06         7.82        7.14         6.25         5.38
- --------------------------------------------------------------------------------

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


                                       34
<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

- --------------------------------------------------------------------------------
       ADJUSTED
        AGE OF        NONE          60          120          180          240
       ANNUITANT
- --------------------------------------------------------------------------------

          50          $4.34        $4.34       $4.31        $4.27        $4.22
          51           4.41         4.40        4.38         4.33         4.27
          52           4.48         4.47        4.45         4.40         4.32
          53           4.56         4.55        4.52         4.46         4.38
          54           4.64         4.63        4.59         4.53         4.44

          55           4.72         4.71        4.67         4.60         4.50
          56           4.81         4.80        4.75         4.67         4.56
          57           4.91         4.89        4.84         4.75         4.62
          58           5.01         4.99        4.93         4.83         4.69
          59           5.12         5.10        5.03         4.92         4.75

          60           5.23         5.21        5.13         5.00         4.82
          61           5.36         5.33        5.24         5.09         4.88
          62           5.49         5.45        5.35         5.19         4.95
          63           5.63         5.59        5.47         5.28         5.02
          64           5.78         5.73        5.60         5.38         5.08

          65           5.94         5.89        5.73         5.48         5.15
          66           6.11         6.05        5.87         5.58         5.21
          67           6.29         6.22        6.02         5.69         5.27
          68           6.49         6.41        6.17         5.79         5.33
          69           6.70         6.60        6.33         5.90         5.38

          70           6.92         6.81        6.49         6.00         5.43
          71           7.17         7.04        6.66         6.10         5.48
          72           7.43         7.27        6.84         6.20         5.52
          73           7.71         7.53        7.02         6.30         5.55
          74           8.02         7.80        7.20         6.39         5.59

          75           8.35         8.08        7.38         6.48         5.62
- --------------------------------------------------------------------------------

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


                                       35
<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

- --------------------------------------------------------------------------------
       ADJUSTED
        AGE OF        NONE          60          120          180          240
       ANNUITANT
- --------------------------------------------------------------------------------

          50          $5.26        $5.25       $5.22        $5.17        $5.11
          51          5.33         5.32        5.28         5.23         5.15
          52          5.40         5.38        5.34         5.29         5.20
          53          5.47         5.45        5.41         5.35         5.26
          54          5.54         5.53        5.48         5.41         5.31

          55          5.63         5.61        5.56         5.47         5.36
          56          5.71         5.69        5.63         5.54         5.42
          57          5.80         5.78        5.72         5.61         5.47
          58          5.90         5.88        5.81         5.69         5.53
          59          6.01         5.98        5.90         5.77         5.59

          60          6.12         6.09        6.00         5.85         5.65
          61          6.24         6.21        6.10         5.93         5.71
          62          6.37         6.33        6.21         6.02         5.77
          63          6.51         6.46        6.33         6.11         5.83
          64          6.66         6.60        6.45         6.20         5.89

          65          6.82         6.75        6.57         6.30         5.95
          66          6.99         6.91        6.71         6.39         6.01
          67          7.17         7.08        6.85         6.49         6.06
          68          7.36         7.27        6.99         6.59         6.12
          69          7.57         7.46        7.15         6.69         6.17

          70          7.80         7.67        7.30         6.78         6.21
          71          8.05         7.89        7.47         6.88         6.25
          72          8.31         8.13        7.64         6.97         6.29
          73          8.59         8.38        7.81         7.06         6.33
          74          8.90         8.64        7.99         7.15         6.36

          75          9.23         8.93        8.16         7.23         6.38
- --------------------------------------------------------------------------------

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


                                       36
<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

- --------------------------------------------------------------------------------
   ADJUSTED AGES
- ---------------------
             SECOND
ANNUITANT   ANNUITANT  OPTION 4a   OPTION 4b   OPTION 4c   OPTION 4d   OPTION 4e
- --------------------------------------------------------------------------------

   55          50        $3.69       $4.05       $4.27       $3.69       $4.03
   55          55         3.88        4.25        4.47        3.87        4.14
   55          60         4.06        4.47        4.71        4.06        4.20

   60          55         3.99        4.44        4.71        3.98        4.42
   60          60         4.24        4.71        4.99        4.23        4.57
   60          65         4.49        5.01        5.32        4.48        4.64

   65          60         4.38        4.97        5.32        4.38        4.93
   65          65         4.72        5.33        5.70        4.71        5.14
   65          70         5.07        5.75        6.17        5.05        5.26

   70          65         4.93        5.68        6.15        4.91        5.66
   70          70         5.40        6.21        6.70        5.36        5.96
   70          75         5.89        6.82        7.40        5.81        6.12

   75          70         5.69        6.68        7.32        5.62        6.67
   75          75         6.37        7.45        8.15        6.23        7.12
   75          80         7.07        8.34        9.16        6.78        7.36
- --------------------------------------------------------------------------------

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


                                       37
<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

- --------------------------------------------------------------------------------
   ADJUSTED AGES
- ---------------------
             SECOND
ANNUITANT   ANNUITANT  OPTION 4a   OPTION 4b   OPTION 4c   OPTION 4d   OPTION 4e
- --------------------------------------------------------------------------------

     55        50        $3.97       $4.35       $4.56       $3.97       $4.31
     55        55         4.16        4.54        4.76        4.15        4.42
     55        60         4.27        4.73        5.00        4.26        4.48

     60        55         4.27        4.73        5.00        4.26        4.70
     60        60         4.51        4.99        5.27        4.50        4.84
     60        65         4.66        5.25        5.61        4.65        4.93

     65        60         4.66        5.25        5.61        4.65        5.22
     65        65         4.99        5.61        5.99        4.98        5.42
     65        70         5.19        5.97        6.44        5.17        5.54

     70        65         5.19        5.97        6.44        5.17        5.93
     70        70         5.67        6.49        6.99        5.62        6.23
     70        75         5.95        6.96        7.61        5.87        6.40

     75        70         5.95        6.96        7.61        5.87        6.95
     75        75         6.64        7.73        8.43        6.48        7.40
     75        80         7.04        8.39        9.29        6.79        7.64
- --------------------------------------------------------------------------------

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


                                       38
<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

- --------------------------------------------------------------------------------
   ADJUSTED AGES
- ---------------------
             SECOND
ANNUITANT   ANNUITANT  OPTION 4a   OPTION 4b   OPTION 4c   OPTION 4d   OPTION 4e
- --------------------------------------------------------------------------------

     55        50        $4.88       $5.26       $5.48       $4.88       $5.23
     55        55         5.04        5.44        5.66        5.04        5.32
     55        60         5.15        5.63        5.91        5.14        5.38

     60        55         5.15        5.63        5.91        5.14        5.59
     60        60         5.37        5.87        6.16        5.37        5.72
     60        65         5.52        6.14        6.51        5.51        5.80

     65        60         5.52        6.14        6.51        5.51        6.10
     65        65         5.83        6.49        6.87        5.82        6.29
     65        70         6.04        6.84        7.34        6.00        6.41

     70        65         6.04        6.84        7.34        6.00        6.81
     70        70         6.49        7.35        7.87        6.44        7.08
     70        75         6.77        7.84        8.51        6.68        7.25

     75        70         6.77        7.84        8.51        6.68        7.81
     75        75         7.45        8.60        9.33        7.27        8.25
     75        80         7.86        9.28       10.20        7.57        8.49
- --------------------------------------------------------------------------------

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


                                       39
<PAGE>



                                      [Logo]

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
                       HOME OFFICE:  151 Farmington Avenue
                          Hartford, Connecticut  06156
                                 (800) 525-4225

                       Group Combination Annuity Contract
                                Nonparticipating



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


<PAGE>

                    ------------------------------------------------------------
[LOGO]              AETNA LIFE INSURANCE AND ANNUITY COMPANY
                    HOME OFFICE:  151 Farmington Avenue
                    Hartford, Connecticut  06156
                    (800) 525-4225
                    Aetna Life Insurance and Annuity Company, herein called
                    Aetna, agrees to pay the benefits stated in this
         Contract.
SPECIFICATIONS
- --------------------------------------------------------------------------------
Plan

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

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

- --------------------------------------------------------------------------------
Contract No.

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

- --------------------------------------------------------------------------------
This Contract is Delivered in             and is Subject to the Laws of that
Jurisdiction

THE VARIABLE FEATURES OF THE GROUP CONTRACT ARE DESCRIBED IN PARTS III AND IV.

RIGHT TO CANCEL
- --------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 10 days of receiving it by
returning this Contract along with a written notice to Aetna at the above
address or to the agent from whom it was purchased.  Within 7 days after it
receives the notice of cancellation and this Contract at its Home Office, Aetna
will return the entire consideration paid plus any increase or minus any
decrease in the current value of any funds allocated to the Separate Account.
This page, the following pages, and the application make up the entire Contract.
Signed at the Home Office on the Effective Date.


   
         /S/ Dan Kearney                    /S/ Lucille M. Nickerson
    


             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.  THIS CONTRACT CONTAINS A MARKET VALUE ADJUSTMENT FORMULA.
APPLICATION OF A MARKET VALUE ADJUSTMENT MAY RESULT IN EITHER AN INCREASE OR
DECREASE IN THE CURRENT VALUE.  THE MARKET VALUE ADJUSTMENT FORMULA DOES NOT
APPLY TO A GUARANTEED TERM AT THE TIME OF ITS MATURITY.

   
                      FORM NO. G-CDA-IB (AORP)
    
<PAGE>


SPECIFICATIONS
- --------------------------------------------------------------------------------
GUARANTEED         There is a guaranteed interest rate for Purchse Payment(s)
INTEREST RATE      held in the Fixed Account (See 3.04) and the GA Account
                   (See 3.03(d))

- --------------------------------------------------------------------------------
DEDUCTIONS FROM     There will be deductions for mortality and expense risks and
THE SEPARATE        administrative fees.  (See 3.07 and 4.06.)
ACCOUNT

- --------------------------------------------------------------------------------
DEDUCTIONS FROM     Purchase Payment(s) are subject to a deduction for premium
PURCHASE            taxes, if any.  (See 3.01.)
PAYMENT(S)



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

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


                                          2

<PAGE>

                                  TABLE OF CONTENTS

I.   GENERAL DEFINITIONS
- ---------------------------------------------------------------------------
                                                                            PAGE
1.01  Annuitant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

1.02  Annuity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

1.03  Fixed Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

1.04  Fixed Annuity. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

1.05  Fund(s). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

1.06  General Account. . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

1.07  Guaranteed Accumulation Account (GA Account) . . . . . . . . . . . . .  5

1.08  Matured Term Value . . . . . . . . . . . . . . . . . . . . . . . . . .  5

1.09  Maturity Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

1.10  Nonunitized Separate Account . . . . . . . . . . . . . . . . . . . . .  5

1.11  Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

1.12  Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

1.13  Purchase Payment(s). . . . . . . . . . . . . . . . . . . . . . . . . .  5

1.14  Separate Account . . . . . . . . . . . . . . . . . . . . . . . . . . .  5

1.15  Valuation Period (Period). . . . . . . . . . . . . . . . . . . . . . .  6

1.16  Variable Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . .  6

II.  GENERAL PR0VISIONS
- ---------------------------------------------------------------------------

2.01  Change of Contract . . . . . . . . . . . . . . . . . . . . . . . . . .  6

2.02  Change of Fund(s). . . . . . . . . . . . . . . . . . . . . . . . . . .  6

2.03  Nonparticipating Contract. . . . . . . . . . . . . . . . . . . . . . .  7

2.04  Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

2.05  State Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  7

2.06  Control of Contract. . . . . . . . . . . . . . . . . . . . . . . . . .  7

2.07  Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . .  8

2.08  Misstatements and Adjustments. . . . . . . . . . . . . . . . . . . . .  8

2.09  Incontestability . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

2.10  Grace Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8

2.11  Individual Certificates. . . . . . . . . . . . . . . . . . . . . . . .  8


                                          3

<PAGE>

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
- --------------------------------------------------------------------------------

3.01  Net Purchase Payment(s). . . . . . . . . . . . . . . . . . . . . . . .  8

3.02  Individual Account(s). . . . . . . . . . . . . . . . . . . . . . . . .  8

3.03  Guaranteed Accumulation Account (GA Account) . . . . . . . . . . . . .  9

3.04  Guaranteed Interest Rate -- Fixed Account. . . . . . . . . . . . . . . 13

3.05  Experience Credits . . . . . . . . . . . . . . . . . . . . . . . . . . 13

3.06  Fund Record Units -- Separate Account. . . . . . . . . . . . . . . . . 13

3.07  Net Return Factor(s) -- Separate Account . . . . . . . . . . . . . . . 13

3.08  Fund Record Unit Value -- Separate Account . . . . . . . . . . . . . . 14

3.09  Current Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

3.10  Transfer of Current Value from the Funds or GA Account . . . . . . . . 14

3.11  Transfer of Current Value from the Fixed Account . . . . . . . . . . . 15

3.12  Notice to the Contract Holder. . . . . . . . . . . . . . . . . . . . . 15

3.13  Distribution Options . . . . . . . . . . . . . . . . . . . . . . . . . 15

3.14  Sum Payable at Death (Before Annuity Payments Start) . . . . . . . . . 18

3.15  Surrender Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

3.16  Timing of Distributions. . . . . . . . . . . . . . . . . . . . . . . . 20

3.17  Payment of Surrender Value . . . . . . . . . . . . . . . . . . . . . . 20

3.18  Reinstatement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21


IV.  ANNUITY PROVISIONS
- ---------------------------------------------------------------------------
                                                                            PAGE

4.01  Choices to be Made . . . . . . . . . . . . . . . . . . . . . . . . . . 21

4.02  Annuity Payments to Annuitant. . . . . . . . . . . . . . . . . . . . . 22

4.03  Death of Annuitant . . . . . . . . . . . . . . . . . . . . . . . . . . 22

4.04  Fund(s) Annuity Units -- Separate Account. . . . . . . . . . . . . . . 22

4.05  Fund(s) Annuity Unit Value -- Separate Account . . . . . . . . . . . . 22

4.06  Annuity Net Return Factor(s) -- Separate Account . . . . . . . . . . . 23

4.07  Annuity Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . 23


                                          4

<PAGE>

I.   GENERAL DEFINITIONS
- -------------------------------------------------------------------------------
1.01  ANNUITANT:                A person on whose life an Annuity has been
                                effected under this Contract.
1.02  ANNUITY:                  Payment of an income:

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

1.03  FIXED ACCOUNT:            An accumulation option with a guaranteed
                                minimum interest rate.  Aetna may credit a
                                higher rate which is not guaranteed.

1.04  FIXED ANNUITY:            An annuity with payments that do not vary in
                                amount.

1.05  FUND(S):                  The open-end registered management investment
                                companies (mutual funds) made available by
                                Aetna under this Contract.

1.06  GENERAL ACCOUNT:          The Account holding the assets of Aetna, other
                                than those assets held in the Separate Account
                                or the Nonunitized Separate Account.

1.07  GUARANTEED ACCUMULATION   An accumulation option which guarantees
      ACCOUNT (GA ACCOUNT):     A stipulated rate of interest for a specified
                                period of time.

1.08  MATURED TERM VALUE:       The amount payable on a GA Account Term's
                                Maturity Date.

1.09  MATURITY DATE:            The last day of a GA Account Term.

1.10  NONUNITIZED SEPARATE      An Account set up by Aetna under Title 38a,
      ACCOUNT                   Section 38a-433, of the Connecticut
                                General Statutes which is used to hold assets
                                for GA Account Terms greater than three years.
                                The Contract Holder does not participate in the
                                investment gain or loss from the assets held in
                                this Account.

1.11  PARTICIPANT:              A person who participates in the Plan named on
                                the cover of this Contract.

1.12  PLAN:                     The Plan named on the Contract cover.  The Plan
                                is not a part of the Contract.  Aetna is not
                                bound by the terms of the Plan.

1.13  PURCHASE PAYMENT(S):      Payments made to Aetna.

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


                                          5

<PAGE>

1.15  VALUATION PERIOD (PERIOD): The period as of 4:00 p.m. Eastern time on each
                                 day the New York Stock Exchange is open for
                                 business to 4:00 p.m. Eastern time of the next
                                 such business day, or such other day that one
                                 or more of the Funds determines its net asset
                                 value.

1.16  VARIABLE ANNUITY:         An Annuity with payments that vary with the net
                                investment results of a Separate Account.

II. GENERAL PROVISIONS
- --------------------------------------------------------------------------------

2.01  CHANGE OF CONTRACT:       Except as provided below, only an authorized
                                officer  of Aetna may change the terms of this
                                Contract by notifying the Contract Holder, in
                                writing at least 30 days before the effective
                                date of any change.  Any change will not affect
                                the amount or terms of any Annuity which begins
                                before the change.

                                Aetna may make a change that affects the GA
                                Account Market Value Adjustment (see 3.03 (g))
                                with at least 30 days advance written notice to
                                the Contract Holder.  Any such change shall
                                become effective for any present or future
                                Participant.

                                Any change that affects the following
                                provisions of this Contract will not apply to
                                existing Individual Accounts:

                                (a) Net Purchase Payments
                                (b) Guaranteed GA Account Interest Rate
                                (c) Guaranteed Interest Rate -- Fixed Account
                                (d) Net Return Factor(s) -- Separate Account
                                (e) Current Value
                                (f) Surrender Value
                                (g )Fund(s) Annuity Unit Value -- Separate
                                Account.

                                Any change that affects the Annuity Options and
                                the tables for the Options cannot be made:

                                (1) Until at least 12 months after the
                                    Effective date of this Contract; and
                                (2) Until at least 12 months after the
                                    effective date of any such prior change.

                                New Participants covered under this Contract 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 Participants will be covered
                                under this Contract.  Aetna will continue to
                                accept Purchase Payments for the Participants
                                covered under this Contract before the change.
                                This Contract may also be changed as required
                                by federal or state law.

2.02  CHANGE OF FUND(S):        Aetna, or the Separate Account, may:

                                (a) Change the Fund(s) which may be invested in
                                    by the Separate Account; and

                                (b) Replace the shares of any Fund(s) held in
                                    the Separate Account with shares of any 
                                    other Fund(s).


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2.02  CHANGE OF FUND(S)         Changes must be:
      (Cont'd):
                                (a) Approved by a majority vote of persons
                                    having an interest in the Separate Account 
                                    and the Fund(s).
                                (b) Deemed necessary by Aetna under the
                                    Investment Company Act of 1940; or
                                (c) Deemed necessary by Aetna to accomplish the
                                    purpose of the Separate Account.
                                    Aetna will notify the Contract Holder of any
                                    change.

2.03  NONPARTICIPATING          The Contract Holder, Participants or
      CONTRACT:                 beneficiaries will not have a right to share in
                                the earnings of Aetna.

2.04  PAYMENTS:                 Aetna will make Annuity payments as and when
                                due.  Aetna will make other payments within 7
                                days of receipt at its Home Office of a written
                                claim for payment which is in good order.

2.05  STATE LAWS:               This Contract complies with the laws of the
                                state in which it is delivered.  Any cash,
                                death or Annuity payments are equal to or
                                greater than the minimum required by such laws.
                                Annuity tables for legal reserve valuation
                                shall be as required by state law.  Such tables
                                may be different from Annuity tables used to
                                determine Annuity payments.

2.06  CONTROL OF CONTRACT:      The Contract Holder may make any choices
                                allowed by this Contract for the Employer
                                Account and the Employee Account.  Choices made
                                under this Contract must be in writing or in a
                                form satisfactory to Aetna.  Until receipt of
                                such choices in its Home Office, Aetna may rely
                                on any previous choices made.  The Plan,
                                however, may allow Participants to select the
                                investment option(s) of the Employer Account
                                and/or the Employee Account.  No distributions
                                will be made from the Employer Account or the
                                Employee Account without the Contract Holder's
                                written direction to Aetna.

                                (a) Nontransferable and Nonassignable:  This 
                                    Contract and any Individual Accounts
                                    are nontransferable and nonassignable, 
                                    except to Aetna pursuant of a "qualified 
                                    domestic relations order" as set forth 
                                    under the Internal Revenue Code.

                                (b) Distributions:  With respect to any
                                    distribution made from an Employee or 
                                    Employer Account, the Contract Holder 
                                    must certify in writing that the 
                                    distribution is in accordance with the 
                                    terms of the Plan.

                                (c) Participant Rights/Employee Account:  The
                                    Participant has a nonforfeitable right to 
                                    the value of his or her Employee Account 
                                    pursuant to the terms of the Plan as 
                                    interpreted by the Contract Holder 
                                    (see 1.12).

                                (d) Participant Rights/Employer Account:  The
                                    Participant has a nonforfeitable right to 
                                    the value of his or her Employer Account 
                                    pursuant to the terms of, and to the 
                                    extent of his or her vested percentage 
                                    under, the Plan as interpreted by the 
                                    Contract Holder.


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2.06  CONTROL OF CONTRACT       It is the Contract Holder's responsibility to
      (Cont'd)                  maintain records of the Participant's vesting
                                percentages.  Aetna will not maintain nor keep
                                such records.

2.07  DESIGNATION OF            Each Participant shall name the beneficiary of
      BENEFICIARY               the Employer and Employee Account.  Aetna will
                                pay any portion of the Individual Account(s)
                                Current Value to the beneficiary as directed 
                                by the Contract Holder.

2.08  MISSTATEMENTS AND         If Aetna finds the age of any payee to be
      ADJUSTMENTS               misstated, the correct facts will be used to
                                adjust payments.

2.09  INCONTESTABILITY:         Aetna cannot cancel this Contract because of
                                any error of fact on the application.

2.10  GRACE PERIOD:             This Contract will remain in effect even if
                                Purchase Payments are not continued.

2.11  INDIVIDUAL CERTIFICATES:  Aetna shall issue certificates to the
                                Certificate Holder or Participants as required
                                by the state in which this Contract is
                                delivered.  The certificate will summarize
                                certain provisions of the Contract.
                                Certificates are for information only and are
                                not a part of the Contract.

III. PURCHASE PAYMENT, CURRENT VALUE, AND SURRENDER PROVISIONS
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3.01  NET PURCHASE PAYMENT:     The actual Purchase Payment less any premium
                                tax.  Generally, Aetna will deduct the premium
                                tax when Annuity benefits are purchased (see
                                Part IV).  If Aetna determines that a premium
                                tax is due when Purchase Payments are received
                                or at any other time, it will deduct the tax at
                                that time.

                                The Net Purchase Payments may be credited among:

                                (a)   The Fixed Account; and
                                (b)   The Guaranteed Accumulation Account; and
                                (c)   The Fund(s) in which the Separate Account
                                      invests.

                                Aetna must be told the percentage of the Net
                                Purchase Payment(s) to be applied to each
                                investment above.

                                During any calendar year, the Contract Holder
                                or, if allowed by the Plan, the Participant may
                                tell Aetna to change the investment mix twelve
                                times.  Should Aetna allow additional changes,
                                each may be subject to a fee of up to $10.

3.02  INDIVIDUAL ACCOUNT(S):    This Contract is issued to the Contract Holder.
                                However, Participant's Individual Accounts are
                                explained below:

                                Aetna may maintain two Individual Accounts for
                                each Participant.  These will be:

                                (a) Employer Account:  This Individual Account
                                    will be credited with employer Net Purchase
                                    Payment(s); and


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3.02  INDIVIDUAL ACCOUNT(S):    (b) Employee Account: This Individual Account
      (Con't)                       will be credited with employee Net Purchase
                                    Payment(s), specifically employee salary 
                                    reduction contributions.

                                In addition to any Purchase Payment(s) stated
                                to be made to this Contract, a lump-sum
                                Purchase Payment(s), of not less than a minimum
                                amount stated by Aetna, may be made on behalf
                                of one or more Participants.  Aetna may
                                maintain an Individual Account for each lump
                                sum payment.  Such Individual Account(s) will
                                be designated as an Employer Account(s) or an
                                Employee Account(s) as instructed by the
                                Contract Holder.

3.03  GUARANTEED ACCUMULATION   The GA Account guarantees stipulated rates of
ACCOUNT (GA ACCOUNT):           interest for stated periods of time (see (a),
                                (b), (c) and (d) below).  Amounts withdrawn
                                before the end of a Guaranteed Term may be
                                subject to a Market Value Adjustment
                                (MVA)(see(g) below).

                                (a) Deposit Period -- A calendar month, a
                                    calendar quarter, or any other period of 
                                    time specified by Aetna during which Net 
                                    Purchase Payment(s) and transfers are 
                                    accepted into the GA Account for one or 
                                    more Guaranteed Terms.

                                (b) Guaranteed Term (Term) -- The period of
                                    time for which interest rates are 
                                    guaranteed on Net Purchase Payment(s) and
                                    on transfers made into the Deposit Period of
                                    the GA Account. Terms are offered at Aetna's
                                    discretion for various lengths of time 
                                    ranging up to and including ten years.

                                (c) Guaranteed Term Classifications -- The
                                    grouping of Terms according to their time to
                                    maturity.  The following are the
                                    Classifications:

                                    (1) Short-Term:  Terms of up to and 
                                        including 3 years; or

                                    (2) Long-Term:  Terms of greater than 3 
                                        years and up to and including 10 years.

                                    During a Deposit Period, Aetna may make
                                    available one or more Terms within a
                                    Classification.  The Contract Holder or, if
                                    allowed by the Plan, the Participant has the
                                    option to allocate Net Purchase Payment(s) 
                                    and transfers into any or all of the 
                                    available Deposit Period Terms.  If no 
                                    specific direction is given, Net Purchase 
                                    Payment(s) and transfers will go into 
                                    available Terms on a pro rata basis within 
                                    the Classification(s) previously chosen by 
                                    the Contract Holder.  At least one Term in 
                                    the Short-Term Classification will be 
                                    available each Deposit Period.

                                (d) Guaranteed GA Account Interest Rates
                                    (Guaranteed Rates) --Aetna will declare all
                                    interest rate(s) applicable to a specific 
                                    Term at the start of the Deposit Period for 
                                    that Term.  These rate(s) are guaranteed by 
                                    Aetna for that Deposit Period and the 
                                    ensuing Term and are not based on the actual
                                    investment experience of the underlying 
                                    assets in the GA Account.  The Guaranteed 
                                    Rates are annual effective yields.  The 
                                    interest is


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3.03  GUARANTEED ACCUMULATION   credited daily at a rate that will produce the
      ACCOUNT (GA ACCOUNT):     guaranteed annual effective yield over the
      (CONT'D)                  period of a year.  No annual rate will ever be 
                                less than 3%.

                                For Terms of one year or less, one Guaranteed
                                Interest Rate is set and announced for that
                                full Term.  For other Terms, there may be two
                                or more rates.

                                The rate(s) will be set and announced prior to
                                the Deposit Period for that Term and will not
                                be subject to change.

                            (e) Withdrawals from GA Account -- Full or
                                partial surrenders may be requested at any time
                                from the GA Account.  However, amounts
                                withdrawn prior to the Maturity Date of a Term
                                to satisfy a surrender request may be subject
                                to an MVA (see (g) below).

                                Full and partial surrenders are satisfied by
                                withdrawing amounts from each of the investment
                                options in which the Individual Account is
                                invested (the Fund(s), the Fixed Account, the
                                GA Account Short-Term Classification and the GA
                                Account Long-Term Classification) on a pro rata
                                basis.  However, the Contract Holder may
                                specify a particular order in which investment
                                options will be liquidated in order to satisfy
                                a partial surrender request.

                                For purposes of withdrawals, Terms within the
                                GA Account Short-Term and Long-Term
                                Classifications are considered as two separate
                                investment options.  Amounts will be removed
                                within a GA Account Classification starting
                                with the Term still in effect with the oldest
                                Deposit Period.

                                Amounts may be transferred at any time subject
                                to Contract specifications (see 3.10 or 3.11
                                below).  Amounts transferred prior to the
                                Maturity Date of a Term are subject to an MVA
                                (see (g) below).  Fund(s) will be removed
                                within the elected Classification starting with
                                the Term still in effect with the oldest
                                Deposit Period.

                                During the Deposit Period and the 90 days
                                following the close of the Deposit Period, any
                                amounts applied to the GA Account during that
                                Deposit Period may not be withdrawn unless due
                                to:

                                (1) A full or partial surrender;
                                (2) A payment of a premium for an Annuity
                                    Option; or
                                (3) The Sum Payable at Death provision.

                            (f) Maturity Date/Reinvestment -- The Contract
                                Holder or Participant, as applicable,
                                will be mailed a notice at least 18 calendar
                                days before a Term's Maturity Date.  This
                                notice will contain the current Deposit
                                Period's Guaranteed Rate(s), Term(s) and
                                projected Matured Term Value.

                                The Matured Term Value may be surrendered or
                                transferred on the Term's Maturity Date 
                                without an MVA. If no specific direction is
                                given by the Contract Holder or Participant,
                                as applicable, prior to the Maturity Date,
                                each Matured Term


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<PAGE>

3.03  GUARANTEED ACCUMULATION   Value will be reinvested in a Term of the same
      ACCOUNT (GA ACCOUNT)      duration.  In the event that a Term of the same
      (CONT'D):                 duration is unavailable, each Matured Term 
                                Value will automatically be reinvested in the
                                next shortest Term available in the same 
                                Classification during the then current Deposit
                                Period. If however, only one Term is available
                                within the Classification, then the Matured
                                Term Value will automatically be reinvested in
                                that Term. Within two business days after the
                                Maturity, the Contract Holder or Participant,
                                as applicable, will be mailed a confirmation
                                statement.  This statement will state the Term
                                and Guaranteed Rate(s) which will apply to the
                                reinvested Matured Term Value.

                                During the calendar month following the Term's
                                Maturity Date, one exception is allowed to the
                                90 day transfer restriction and MVA under (e)
                                and (g).  This exception is applicable to each
                                Matured Term Value plus any interest accrued
                                thereon, provided no part of the Matured Term
                                Value was transferred on the Maturity Date.

                                During this calendar month period, the Contract
                                Holder or Participant, as applicable, may
                                notify Aetna's Home Office to transfer or
                                surrender all or part of the Matured Term Value
                                plus any interest accrued thereon from the GA
                                Account without an MVA.  This provision only
                                applies to the first such request received from
                                the Contract Holder during this period for any
                                Matured Term Value.  The Matured Value plus any
                                interest accrued thereon may be transferred
                                upon such request without an MVA:

                                (1) To any other Terms of the GA Account
                                    available in the current Deposit Period; or

                                (2) To any other allowable Fund(s).

                                If no such notification is given, the Matured
                                Term Value will remain subject to the terms and
                                conditions of the new Term.  All surrender and
                                transfer requests will be processed as of the
                                date they are received in good order at Aetna's
                                Home Office.

                            (g) Market Value Adjustment (MVA) -- There will
                                be an MVA for a withdrawal from the GA Account
                                before the end of a Term when the withdrawal is
                                due to:

                                (1) A transfer;
                                (2) A full or partial surrender; or
                                (3) A payment of a premium for Annuity Option 2.

                                The amount of the withdrawal will be adjusted
                                to a market value amount as described below.


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3.03  GUARANTEED ACCUMULATION   The market value adjusted amount will be equal
      ACCOUNT (GA ACCOUNT)      to the amount withdrawn multiplied by the
      (CONT'D):                 following ratio:

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

                                Where:

                                         i   is the Deposit Period Yield
                                         j   is the Current Yield
                                         x   is the number of days
                                             remaining,(computed from
                                             Wednesday of the week of
                                             withdrawal) in the Guaranteed
                                             Term.

                             The Deposit Period Yield will be determined as
                             follows:

                             -  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.

                             -  The Deposit Period Yield is the average of
                                those yields for the Deposit Period.  If
                                withdrawal is made prior to the close of the
                                Deposit Period, it is the average of those
                                yields on each week preceding withdrawal.


                             The Current Yield is the average of the yields
                             on the last business day of the week preceding
                             withdrawal on the same U.S. Treasury Notes
                             included in the Deposit Period Yield.

                             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.

                             -  The aggregate MVA amount which is the sum of
                                all market value adjusted amounts calculated
                                due to a withdrawal of amounts (for surrender
                                or transfer) from Terms prior to the end of
                                those Terms.  The aggregate MVA may be either
                                positive or negative; or

                             -  The applicable portion of the Current Value in
                                the GA Account.


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3.03  GUARANTEED ACCUMULATION   After the six month period, the surrender or
      ACCOUNT (GA ACCOUNT)      transfer will be the aggregate MVA amount
      (CONT'D):                  (i.e., including all MVAs).

                                The greater of the aggregate MVA amount or the
                                applicable portion of the current Value in the
                                GA Account is applied to amounts withdrawn from
                                the GA Account for payment of a premium under
                                Annuity Options 3 or 4.

                                Aetna may make any change to the MVA with 30
                                days advance written notice to the Contract
                                Holder.  Any such change shall become effective
                                for Purchase Payment(s), transfers or
                                reinvestments made to any new Term by any
                                present or future Participant.

                                (h) Deposits to the GA Account -- All amounts
                                    in the GA Account under the Short-Term
                                    Classification are made to the General
                                    Account.

                                    All amounts in the GA Account under the
                                    Long-Term Classifications are made to a
                                    Nonunitized Separate Account.  There are no
                                    discrete units for this Nonunitized
                                    Separate Account.  The Contract Holder or
                                    Participant, as applicable, does not
                                    participate in the gain or loss from the
                                    assets held in the Nonunitized Separate
                                    Account.  Such gain or loss is borne
                                    entirely by Aetna.  These assets may be
                                    chargeable with liabilities arising out of
                                    any other business of Aetna.

                                    For Terms under both the Short-Term and
                                    Long-Term Classifications, Aetna guarantees
                                    stipulated interest rates to be credited to
                                    the GA Account.  All assets of Aetna
                                    including amounts made to the GA Account
                                    are available to meet the guarantees under
                                    the GA Account.

3.04  GUARANTEED INTEREST       On any Purchase Payment(s) made to the Fixed
      RATE -- FIXED ACCOUNT:    Account, Aetna will add interest daily at any
                                annual rate no less than 3%.  Aetna may add
                                interest daily at any higher rate determined by
                                its Board of Directors.

3.05  EXPERIENCE CREDITS:       Aetna may apply Experience Credits under this
                                Contract.  Any such Credits will be computed as
                                decided by Aetna.

3.06  FUND RECORD UNITS --      The portion of the Net Purchase Payment(s)
      SEPARATE ACCOUNT:         applied to the Separate Account will determine
                                the number of each Fund's Record Units.  This
                                number is equal to the Net Purchase Payment
                                applied to the Fund divided by the Fund Record
                                Unit Value (see 3.08) for the Valuation Period
                                in which the Purchase Payment is received in
                                good order.

3.07  NET RETURN FACTOR(S) --   The Net Return Factor(s) are used to compute
      SEPARATE ACCOUNT:         all Separate Account record units for any Fund.

                                The Net Return Factor(s) for each Fund is equal
                                to 1.0000000 plus the Net Return Rate.


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3.07  NET RETURN FACTOR(S) --   The net return rate is equal to:
SEPARATE ACCOUNT
(CONT'D):
                                (a) The value of the shares of the Fund held by
                                    the Separate Account at the end of a
                                    Valuation Period; minus

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

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

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

                                (e) A daily actuarial charge at an annual rate
                                    effective rate of 1.40% for Annuity
                                    mortality and expense risks and asset based
                                    sales charge and profit and a daily
                                    administrative charge which will not exceed
                                    0.25% on an annual effective basis.  The
                                    administrative charge may be changed
                                    annually except for amounts which have been
                                    used to purchase an Annuity.

                                A Net Return Rate may be more or less than 0.

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

3.08  FUND RECORD UNIT VALUE -- Each Fund's Record Unit value is computed by
   SEPARATE ACCOUNT:            multiplying the Net Return Factor for the
                                current Valuation Period by the Fund's Record
                                Unit Value for the previous Period.  The dollar
                                value of a Fund's Record Unit, Separate Account
                                assets, and Variable Annuity payments may go up
                                or down due to investment gain or loss.
3.09  CURRENT VALUE:            The Current Value is equal to:

                                (a) Any amounts in the Fixed Account, including
                                    Fixed Account interest added by Aetna; plus

                                (b) Any amounts in the GA Account, including GA
                                    Account interest added by Aetna; plus

                                (c) The sum of any Separate Account Record Unit
                                    Value(s); plus

                                (d) Any amount due to Experience Credits.

                                Current Value does not include amounts used to
                                elect an Annuity.

3.10  TRANSFER OF CURRENT VALUE Before an Annuity Option is elected, all or any
      FROM THE FUNDS OR GA      Current Value may be transferred from any Fund
      ACCOUNT:                  or the GA Account to:

                                (a) Any other Fund;
                                (b) The Fixed Account; or
                                (c) The GA Account's current Deposit Period.


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3.10  TRANSFER OF CURRENT VALUE Amounts in a specific GA Account Term cannot be
      FROM THE FUNDS OR GA      transferred to the Deposit Period of another
      ACCOUNT (CONT'D):         term within the same Classification Except at
                                the Term's Maturity.

                                Amounts applied to Classifications of the GA
                                Account may not be transferred to the Fund(s)
                                or the Fixed Account during the Deposit Period
                                or for 90 days after the close of the Deposit
                                Period.

                                Transfers from the GA Account  are subject to
                                the withdrawal and Market Value Adjustment
                                provisions.  (See 3.03 (e) and (g).)  For each
                                Individual Account, twelve transfers of Current
                                Value (excluding transfers from the GA Account
                                at the end of a Guaranteed Term) can be made
                                during a calendar year period.  Should Aetna
                                allow additional transfers, each may be subject
                                to a fee of up to $10.

3.11  TRANSFER OF CURRENT VALUE Before an Annuity Option is elected, up to 20%
      FROM THE FIXED ACCOUNT:   of the Current Value held in the Fixed Account
                                may be transferred to any Fund(s) or the GA
                                Account's current Deposit Period(s).  Such
                                transfer will be:

                                (a) Without charge; and
                                (b) Allowed once per calendar year.

                                The Current Value of the Fixed Account, as used
                                above, is the value when the request is
                                received in good order at the Home Office of
                                Aetna.

3.12  NOTICE TO THE CONTRACT    Aetna will notify the Contract Holder or
      HOLDER:                   Participant, as applicable, each year of:

                                (a) The value of any amounts held in:

                                    (1) The Fixed Account;
                                    (2) The GA Account;
                                    (3) The Fund(s) for the Separate Account;

                                (b) The number of any Fund(s) Record Units; and
                                (c) The Fund(s) Record Unit Value(s), and
                                (d)The Surrender Values of these amounts.

                                Such number or values will be as of a date no
                                more than 60 days before the date of the
                                notice.

3.13  DISTRIBUTION OPTIONS:     The following distribution options may be
                                elected by the Contract Holder on behalf of the
                                Participant.

                                (a) Estate Conservation Option (ECO):  A
                                    distribution option under which a portion
                                    of the Individual Account(s) Current Value
                                    will automatically be surrendered and
                                    distributed each year.

                                    (1) An ECO payment will be determined in
                                        the following manner:


                                          15

<PAGE>

3.13  DISTRIBUTION OPTIONS:        Payments will commence no earlier than the
      (CONT'D)                     year in which Participant attains age 70 1/2
                                   and will be calculated on the full Current
                                   Value of the Individual Account(s).


                                (2) Amount of Distribution:  Each year that
                                    ECO is in effect, Aetna will calculate and
                                    distribute an amount equal to the minimum
                                    required distribution under the Internal
                                    Revenue Code of 1986, (Code), as it may be
                                    amended from time to time.  The annual
                                    distribution will be determined by dividing
                                    the Individual Account(s) Current Value, as
                                    of December 31 of the year prior to the
                                    year for which the payment is to be made,
                                    by a life expectancy factor.

                                    As elected by the Contract Holder, the
                                    factor is either the single life or joint
                                    life expectancy based on tables in Section
                                    401(a)(9) of the Code or related
                                    regulations.  If joint life expectancy is
                                    elected and the Participant or spouse dies,
                                    payments will be calculated based on the
                                    survivor's life expectancy.

                                    The calculations may be changed as
                                    necessary to comply with the Code minimum
                                    distribution rules.  The joint life
                                    expectancy factor can only be elected based
                                    on the joint life expectancy of the
                                    Participant and his or her spouse, and such
                                    spouse must be named as the beneficiary of
                                    any death benefits under the Contract while
                                    ECO is in effect.

                                (3) Minimum Current Value:  At its
                                    discretion, Aetna may require a minimum
                                    initial Current Value for election of this
                                    option.  If after election of this option
                                    the Current Value is insufficient to make a
                                    scheduled ECO payment, Aetna will
                                    distribute the entire balance of the
                                    Individual Account(s).

                                (4) Date of Distribution:  The Contract
                                    Holder shall specify the initial
                                    distribution date.  The earliest date is
                                    the first day of the calendar year in which
                                    the Participant attains age 70 1/2.
                                    Subsequent distributions will be made
                                    annually on the 15th of the month the
                                    initial payment was made or such other date
                                    Aetna may designate or allow.

                                (5) Elections and Revocation:  ECO may be
                                    elected by the Contract Holder, on behalf
                                    of the Participant, by submitting a
                                    completed and signed election form to
                                    Aetna's Home Office.  The Contract Holder
                                    must also certify in writing that the
                                    distribution is in accordance with the
                                    terms of the Plan.

                                    Once elected, this option may be revoked by
                                    the Contract Holder by submitting a written
                                    request to Aetna at its Home Office.  Any
                                    revocation will apply only to amounts not
                                    yet paid.  ECO may be elected only once per
                                    Participant.


                                          16

<PAGE>

3.13  DISTRIBUTION OPTIONS          (6) Reservation of Rights:  Aetna reserves
      (CONT'D):                         the right to change the terms of ECO
                                        for future elections and discontinue
                                        the availability of this option after
                                        proper notification.  Aetna also
                                        reserves the right to allow payments to
                                        be made more frequently than annually.

                                (b) Systematic Withdrawal Option (SWO):  A
                                    distribution option under which a portion
                                    of the Individual Account(s) Current Value
                                    attributable to a particular Participant
                                    will automatically be surrendered and
                                    distributed each year.

                                    (1) Amount of Distribution:  The Contract
                                        Holder may elect one of the two payment
                                        methods described below.

                                        (a) Specified Amount:  Payments of a
                                            designated dollar amount which must
                                            be no greater than 10% of the
                                            initial Current Value and shall
                                            remain constant unless a higher
                                            amount is required under Code
                                            minimum distribution rules.  Each
                                            year that the Specified Amount is
                                            in effect, Aetna will calculate the
                                            minimum required distribution under
                                            the Code and distribute this amount
                                            if it is larger than the amount
                                            elected by the Contract Holder.
                                            The life expectancy factor for this
                                            purpose will be the Participant's
                                            life expectancy at the time of the
                                            election of this option, and with
                                            each subsequent calendar year the
                                            factor will be reduced by one.  The
                                            minimum required distribution will
                                            be determined by dividing the
                                            Individual Account Current Value as
                                            of December 31 of the year prior to
                                            the year for which the payment is
                                            to be made, by a life expectancy
                                            factor.  At its discretion, Aetna
                                            may require a minimum initial
                                            payment amount; or

                                        (b) Specified Period:  Payments which
                                            are made over a period of time
                                            which must be at least 10 years,
                                            unless otherwise required by Code
                                            minimum distribution rules.  The
                                            maximum specified period will be
                                            limited by the Code minimum
                                            distribution rules.  The annual
                                            amount paid each year is calculated
                                            by dividing the Individual
                                            Account(s) Current Value as of
                                            December 31 of the prior year, by
                                            the number of payment years
                                            remaining.

                                            The life expectancy factor is
                                            either the single life or joint
                                            life expectancy, as elected by the
                                            Contract Holder, based on tables in
                                            Section 401(a)(9) of the Code or
                                            related regulations.  If the joint
                                            life expectancy is elected, upon
                                            the death of either the Participant
                                            or the spouse, the minimum required
                                            distribution for the Specified
                                            Amount payment method will continue
                                            to be calculated in the same manner
                                            as described in (b)(1).


                                          17
<PAGE>

3.13  DISTRIBUTION OPTIONS                  Payments upon the Participant's
      (CONT'D):                             death will continue to be
                                            calculated in the same manner
                                            described above, unless the
                                            Contract Holder on behalf of the
                                            spouse elects an alternate payment
                                            mode.  Any mode elected must
                                            provide payments to be made at
                                            least as rapidly as those made
                                            prior to the Participant's death.

                                            These calculations may be changed
                                            as necessary to comply with the
                                            Code minimum distribution rules.
                                            The joint life expectancy factor
                                            can only be elected based on the
                                            joint life expectancy of the
                                            Participant and his or her spouse,
                                            and such spouse must be named as
                                            the beneficiary of any death
                                            benefits under the Contract while
                                            SWO is in effect.

                                    (2) Minimum Initial Current Value:  At its
                                        discretion, Aetna may require a minimum
                                        initial Current Value for election of
                                        this option.  If after election of this
                                        option the Current Value is
                                        insufficient to make a scheduled SWO
                                        payment, Aetna will distribute the
                                        entire balance of the Individual
                                        Account.

                                    (3) Date of Distribution:  The Certificate
                                        Holder shall specify the initial
                                        distribution date.  The earliest date
                                        is the first day of the calendar year
                                        in which the Participant attains age 70
                                        1/2.  Subsequent distributions will be
                                        made annually on the 15th of the month
                                        the initial payment was made or such
                                        other date Aetna may designate or
                                        allow.

                                    (4) Election and Revocation: SWO may be
                                        elected by the Contract Holder by
                                        submitting a completed and signed
                                        election form to Aetna's Home Office.
                                        The Contract Holder must certify in
                                        writing that the distribution is in
                                        accordance with the terms of the Plan.

                                        Once elected, this option may be
                                        revoked by the Contract Holder by
                                        submitting a written request to Aetna
                                        at its Home Office.  Any revocation
                                        will apply only to amounts not yet
                                        paid.  SWO may be elected only once.

                                    (5) Reservation of Rights:  Aetna reserves
                                        the right to change the terms of SWO
                                        for future elections and discontinue
                                        the availability of this option after
                                        proper notification.  Aetna also
                                        reserves the right to allow payments to
                                        be made more frequently than annually.

3.14  SUM PAYABLE AT DEATH      Aetna will pay any portion of the Individual
      (BEFORE ANNUITY PAYMENTS  Account(s) Current Value to the beneficiary and
      START):                   in the manner directed in writing by the
                                Contract Holder when:

                                (a) The Participant dies before Annuity
                                    payments start; and


                                          18

<PAGE>

3.14  SUM PAYABLE AT DEATH      (b) The notice of death is received in good
      (BEFORE ANNUITY PAYMENTS      order by Aetna.
      START)(CONT'D):
                                For each Individual Account, the death benefit
                                is guaranteed to be the greater of:

                                (a) The Current Value of the Individual Account
                                    plus aggregate positive MVA, as applicable,
                                    on the date the notice of death and the
                                    request for payment are received in good
                                    order at Aetna's Home Office; or

                                (b) The total of Net Purchase Payment(s) made
                                    to each Individual Account minus the total 
                                    of all partial surrenders or annuitizations 
                                    made from each Account.

                                This guaranteed death benefit is available only
                                to beneficiaries who request either a lump sum
                                payment or an Annuity Option within the first
                                six months after the date of the Participant's
                                death.

                                If the payee of the death proceeds is the
                                Participant's surviving spouse (as the
                                Participant's designated beneficiary), the
                                first Annuity payment or the lump sum payment
                                may be deferred to a date not later than when
                                the Participant would have attained age 70 1/2
                                or such later date as may be allowed under
                                federal law or regulations.  If the beneficiary
                                is not the surviving spouse, all of the Current
                                Value must either be applied to an Annuity
                                Option within one year of the Participant's
                                death or be paid to the payee within 5 years of
                                the Participant's death (see Part IV).
                                In no event may any payments to the beneficiary
                                under an Annuity Option extend beyond:

                                (a) The life of the payee determined as of the
                                    date payments are to commence; or

                                (b) Any certain period greater than the payee's
                                    life expectancy as determined by
                                    regulations under Code Section 401(a)(9) as
                                    of the date payments are to begin.

3.15  SURRENDER VALUE:          The amount payable by Aetna upon the surrender
                                of any portion on an Individual Account will be
                                the value of the Individual Account at the end
                                of the Valuation Period in which the surrender
                                request is received at its Home Office.
                                Partial surrenders of an Individual Account's
                                Fixed Account value may not exceed 20% of the
                                Fixed Account Value during any calendar year.
                                Any portion of a full surrender of an
                                Individual Account which is in the Fixed
                                Account will be paid in five annual
                                installments in accordance with Section 3.17.

                                For a partial or full surrender from any
                                Individual Account, Aetna must receive
                                written direction from the Contract Holder
                                on a form acceptable to Aetna.  Aetna may
                                defer payment of the surrender value until
                                appropriate Contract Holder direction is
                                received.


                                          19

<PAGE>

3.16  TIMING OF DISTRIBUTIONS:  The distribution of benefits accrued
                                after December 31, 1986, must be made in a lump
                                sum or must begin not later than the April 1 of
                                the calendar year following the calendar year
                                in which the Participant attains age 70 1/2 or
                                retires, whichever occurs later.

                                The required distribution described in either
                                of the above rules must be made over the life
                                of the Participant (or the joint lives of the
                                Participant and the beneficiary) or over a
                                period not exceeding the life expectancy of the
                                Participant (or the joint life expectancies of
                                the Participant and the beneficiary).

                                If the Contract Holder does not request
                                commencement of benefits as described above,
                                Aetna will not be responsible for compliance
                                with the Code Section 401(a)(9) minimum
                                distribution requirements and for any adverse
                                tax consequences that may result.

3.17  PAYMENT OF SURRENDER      Under certain emergency conditions, Aetna may
                                defer payments:

                                (a) For a period of up to 6 months (unless not
                                    allowed by state law); and

                                (b) As provided by federal law.

                                Any surrenders requested from an Individual
                                Account's Fixed Account value may not exceed
                                20% of the Individual Account's Fixed Account
                                Current Value as of the date the withdrawal
                                request is received in good order at Aetna's
                                Home Office during any calendar year.  The
                                surrender value will be reduced by any Fixed
                                Account surrender(s), transfer(s) or
                                annuitizations previously made during the
                                calendar year.

                                In the even of Individual Account termination,
                                Aetna will pay any Fixed Account surrender
                                value from the Individual Account with
                                interest, in five annual payments of:

                                -   One-fifth of the Fixed Account surrender
                                    value minus any Fixed Account surrender(s),
                                    transfer(s) or annuitizations made during
                                    the calendar year;

                                -   One-fourth of the Fixed Account surrender
                                    value;

                                -   One-third of the Fixed Account surrender
                                    value; and

                                -   One-half of the Fixed Account surrender
                                    value; and

                                -   The remaining balance of the fixed Account
                                    surrender value as the fifth and final
                                    payment.

                                Once Aetna receives notification of an
                                Individual Account termination, no further
                                surrender(s) or transfer(s) will be permitted
                                from the Fixed Account.

                                Interest, as used above, will not be more than
                                two percentage points below any rate determined
                                prospectively by the Board of Directors for
                                this class of Contract.  In no event will the
                                interest rate be less than 3%.


                                          20

<PAGE>

3.18  REINSTATEMENT:            All or a portion of the proceeds of a full
                                surrender of this Contract may be reinvested
                                within 30 days after the surrender if allowed
                                by law.  Any Market Value Adjustment deducted
                                from GA Account surrenders will not be included
                                in the reinstatement.  Amounts will be
                                reinstated among the Fixed Account, GA Account,
                                and the Fund(s) in the same proportion as they
                                were at the time of surrender.  Any amount
                                reinstated to the GA Account will be credited
                                to the current Deposit Period.  The number of
                                Record Units reinstated will be based on the
                                Record Unit Value(s) next computed after
                                receipt at Aetna's Home Office of the
                                reinstatement request and the amount to be
                                reinvested.

                                Reinstatement is permitted only once.

IV.  ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

4.01  CHOICES TO BE MADE:       The Contract Holder may elect an Annuity Option
                                on behalf of a Participant by telling Aetna to
                                pay all or any portion of the Current Value
                                (minus any premium tax) as a premium for an
                                Annuity under Option 2, 3, or 4 (see 4.07).
                                The present value of the expected payments to
                                the Annuitant when payments start shall be
                                determined in accordance with the tables under
                                Code Section 401(a)(9) regulations in order to
                                comply with the incidental death benefit test.
                                This restriction does not apply if Option 4 (e)
                                is chosen and the second Annuitant is the
                                spouse of the Annuitant.

                                Generally, the first Annuity payment must be
                                made no later than the April 1 of the calendar
                                year following the year in which the
                                Participant turns age 70 1/2 or retires,
                                whichever occurs later, or such later date as
                                may be allowed under federal law or regulations
                                (see 3.16).  For distributions taken in a lump
                                sum, see Surrender Value (3.15 and 3.17).

                                When an Annuity Option is chosen, Aetna must
                                also be told if payments are to be made other
                                than monthly and to pay:

                                (a) A Fixed Annuity using the General Account;
                                (b) A Variable Annuity using any of the Fund(s)
                                    made available by Aetna for Annuity
                                    purposes; or
                                (c) A combination of (a) and (b).

                                If a Fixed Annuity is chosen, Aetna will add
                                interest daily at an annual rate no less than
                                3.0%.  Aetna may add interest daily at any
                                higher rate.

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

                                With the exception of Option 2 on a variable
                                basis, once elected, an Annuity Option may not
                                be revoked.


                                          21

<PAGE>

4.02  ANNUITY PAYMENTS TO       In no event may any payments to the Annuitant
      ANNUITANT:                under any Annuity Option extend beyond:

                                (a) The life of the Annuitant;
                                (b) The lives of the Annuitant and the
                                    beneficiary;
                                (c) A period certain greater than the
                                    Annuitant's life expectancy according to
                                    regulations under Code Section 401(a)(9),
                                    determined as of the date payments are to
                                    commence; or
                                (d) A period certain greater than the life
                                    expectancies of the Annuitant and the
                                    beneficiary according to regulations under
                                    Code Section 401(a)(9) determined as of the
                                    date payments are to begin.

4.03  DEATH OF ANNUITANT:       When an Annuitant dies under Options 2 and 3,
                                the present value of any remaining guaranteed
                                payments will be paid in once sum to the
                                beneficiary as directed in writing by the
                                Contract Holder; or upon election by the
                                Annuitant's beneficiary, any remaining payments
                                will continue to the beneficiary.  If no
                                beneficiary exists, the present value of any
                                remaining guaranteed payments will be paid in
                                one lump sum to the Contract Holder.

                                However, if a beneficiary dies while under
                                Option 1 or while receiving Annuity Payments,
                                the present value of any remaining payments
                                will be paid in one lump sum to the estate of
                                the beneficiary.  The interest rate used to
                                determine the first payment will be used to
                                calculate the present value.

4.04.  FUND(S) ANNUITY UNITS -- The number of Fund(s) Annuity Units is based on
       SEPARATE ACCOUNT:        the amount of the first Variable Annuity
                                payment which is equal to:

                                (a) The portion of the Current Value (minus any
                                    premium tax) applied to pay a Variable
                                    Annuity; divided by
                                (b) 1,000; multiplied by
                                (c) The payment rate for the option chosen.

                                Such amount, or portion, of the variable
                                payment will be divided by the appropriate
                                Fund(s) Annuity Unit Value (see 4.05) on the
                                tenth Valuation Period before the due date of
                                the first payment to determine the number of
                                each Fund Annuity Units.  The number of each
                                Fund Annuity Units remains fixed.  Each future
                                payment is equal to the sum of the products of
                                each Fund Annuity Unit Value multiplied by the
                                appropriate number of Units.  The Fund Annuity
                                Unit Value on the tenth Valuation Period prior
                                to the due date of the payment is used.

4.05  FUND(S) ANNUITY UNIT      For any Valuation Period, a Fund(s) Annuity
      VALUE -- SEPARATE         Unit Value is equal to:
      ACCOUNT:

                                (a) The Value for the previous Period;
                                    multiplied by
                                (b) The Annuity Net Return Factor(s) for the
                                    Period; multiplied by
                                (c) A factor to reflect the Assumed Annual Net
                                    Return Rate.


                                          22

<PAGE>

4.05  FUND(S) ANNUITY UNIT      The factor for 3.5% per year is .9999058; for
      VALUE -- SEPARATE ACCOUNT  5% per year it is: .9998663.
      (CONT'D):
                                The dollar value of a Fund(s) Annuity Unit
                                Values and payments may go up or down due to
                                investment gain or loss.

                                If Variable Annuity payments are not to
                                decrease, Aetna must earn a gross return on the
                                assets of the Separate Account of:

                                -   4.75% on an annual basis plus an annual
                                    return of up to 0.25% needed to offset the
                                    administrative charge set at the time
                                    Annuity payments commence if an Assumed
                                    Annual Net Return Rate of 3.5% is chosen;
                                    or

                                -   6.25% on an annual basis plus an annual
                                    return of up to 0.25% needed to offset the
                                    administrative charge set at the time
                                    Annuity payments commence if an Assumed
                                    Annual Net Return Rate of 5% is chosen.

                                Payments shall not be changed due to changes in
                                the mortality or expense results or
                                administrative charges.

4.06  ANNUITY NET RETURN        The Annuity Net Return Factor(s) are used to
      FACTOR(S) -- SEPARATE     compute all Separate Account Annuity and
      ACCOUNT:                  payments for any Fund.

                                The Annuity Net Return Factor(s) for each Fund
                                is equal to 1.0000000 plus the Net Return Rate.

                                The Net Return Rate is equal to:

                                (1) The value of the shares of the Fund held by
                                    the Separate Account at the end of a
                                    Valuation Period; minus
                                (2) The value of the shares of the Fund held by
                                    the Separate Account at the start of the
                                    Valuation Period; plus or minus
                                (3) Taxes (or reserves for taxes) on the
                                    Separate Account (if any); divided by
                                (4) The total value of the Fund(s) Record Units
                                    and Fund(s) Annuity Units of the Separate
                                    Account at the start of the Valuation
                                    Period; minus
                                (5) A daily actuarial charge at an annual rate
                                    of 1.25% for Annuity mortality and expense
                                    risks and profit and a daily administrative
                                    charge which will not exceed 0.25% on an
                                    annual basis.

                                A Net Return Rate may be more or less than 0.

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

4.07  ANNUITY OPTIONS:          Option 1 -- Payment of Interest on Sum Left
                                with Aetna -- This Option may be used only by
                                the beneficiary when the Participant dies
                                before Aetna has started paying an Annuity.  A
                                portion or all of the sum paid upon death may
                                be held under this Option and will be held in
                                the General Account of Aetna at interest (see
                                4.01).  The Contract Holder, on behalf of the
                                beneficiary, may later tell Aetna to:


                                          23

<PAGE>

4.07  ANNUITY OPTIONS           (a) Pay a portion or all of the sum held by
      (CONT'D):                     Aetna; or

                                (b) Apply a portion or all of the sum held by
                                    Aetna to any Annuity Option below.

                                If the beneficiary is the Participant's
                                surviving spouse, payment may be deferred to a
                                date not later than when the Participant would
                                have attained age 70 1/2.

                                If the beneficiary is not a spouse, the
                                Contract Holder must tell Aetna to pay the full
                                sum within 5 years after the Participant's
                                death.

                                Option 2 -- Payments for a Stated Period of
                                Time -- An Annuity will be paid for the number
                                of years chosen.  The number of years must be
                                at least 3 and not more than 30.

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

                                Option 3 -- Life Income -- An Annuity will be
                                paid for the life of the Annuitant.  If also
                                chosen, Aetna will guarantee payments for 60,
                                120, 180, or 240 months.

                                Option 4 -- Life Income for Two Payees -- An
                                Annuity will be paid during the lives of the
                                Annuitant and a second Annuitant.  At the death
                                of either, payments will continue to the
                                survivor.  When this Option is chosen, a choice
                                must be made of:

                                (a) 100% of the payment to continue to the
                                    survivor;
                                (b) 66 2/3% of the payment to continue to the
                                    survivor;
                                (c) 50% of the payment to continue to the
                                    survivor; or
                                (D) payments for a minimum of 120 months with
                                    100% of the payment to continue to the
                                    survivor.
                                (e) 100% of the payment to continue to the
                                    survivor if the survivor is the Annuitant
                                    and 50% of the payment to continue to the
                                    survivor if the survivor is the second
                                    Annuitant.

                                Other Options -- Aetna may make other options
                                available as allowed by the laws of the state
                                in which this Contract is delivered.


                                          24

<PAGE>

                                       OPTION 2

                         PAYMENTS FOR A STATED PERIOD OF TIME

                   AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                   AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

           Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
            GUARANTEED            MONTHLY            QUARTERLY         SEMI-ANNUAL           ANNUAL
    YEARS      RATE               PAYMENT             PAYMENT            PAYMENT             PAYMENT
- -------------------------------------------------------------------------------------------------------
  <S>         <C>                <C>                 <C>                <C>                 <C>
    3         3.00%              $28.99              $86.76             $172.88             $343.23
    4         3.00%               22.06               66.02              131.56              261.19
    5         3.00%               17.91               53.59              106.78              211.99
    6         3.00%               15.14               45.30               90.27              179.22
    7         3.00%               13.16               39.39               78.49              155.83
    8         3.00%               11.68               34.96               69.66              138.31
    9         3.00%               10.53               31.52               62.81              124.69
   10         3.00%                9.61               28.77               57.33              113.82
   11         3.00%                8.86               26.52               52.85              104.93
   12         3.00%                8.24               24.65               49.13               97.54
   13         3.00%                7.71               23.08               45.98               91.29
   14         3.00%                7.26               21.73               43.29               85.95
   15         3.00%                6.87               20.56               40.96               81.33
   16         3.00%                6.53               19.54               38.93               77.29
   17         3.00%                6.23               18.64               37.14               73.74
   18         3.00%                5.96               17.84               35.56               70.59
   19         3.00%                5.73               17.13               34.14               67.78
   20         3.00%                5.51               16.50               32.87               65.26
   21         3.00%                5.32               15.92               31.72               62.98
   22         3.00%                5.15               15.40               30.68               60.92
   23         3.00%                4.99               14.92               29.74               59.04
   24         3.00%                4.84               14.49               28.88               57.33
   25         3.00%                4.71               14.09               28.08               55.76
   26         3.00%                4.59               13.73               27.36               54.31
   27         3.00%                4.47               13.39               26.68               52.97
   28         3.00%                4.37               13.08               26.06               51.74
   29         3.00%                4.27               12.79               25.49               50.60
   30         3.00%                4.18               12.52               24.95               49.53
- -------------------------------------------------------------------------------------------------------

</TABLE>
 

                                          25

<PAGE>

                                       OPTION 3

                                     LIFE INCOME

                   AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                   AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                  PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
  AGE OF
ANNUITANT     NONE                 60                  120                 180                 240
- -------------------------------------------------------------------------------------------------------
  <S>         <C>                <C>                  <C>                 <C>                 <C>
   50         $4.05               $4.05               $4.03               $3.99               $3.93
   51          4.12                4.11                4.09                4.05                3.99
   52          4.19                4.19                4.16                4.11                4.04
   53          4.27                4.26                4.23                4.18                4.10
   54          4.35                4.34                4.31                4.25                4.16

   55          4.44                4.42                4.39                4.32                4.22
   56          4.53                4.51                4.47                4.40                4.29
   57          4.62                4.61                4.56                4.48                4.35
   58          4.72                4.71                4.65                4.56                4.42
   59          4.83                4.81                4.75                4.64                4.49

   60          4.95                4.93                4.86                4.73                4.55
   61          5.07                5.05                4.97                4.83                4.62
   62          5.20                5.17                5.08                4.92                4.69
   63          5.34                5.31                5.20                5.02                4.76
   64          5.49                5.45                5.33                5.12                4.83

   65          5.65                5.61                5.47                5.22                4.89
   66          5.82                5.77                5.61                5.33                4.96
   67          6.01                5.94                5.75                5.44                5.02
   68          6.20                6.13                5.91                5.54                5.08
   69          6.41                6.33                6.07                5.65                5.14

   70          6.64                6.54                6.23                5.76                5.19
   71          6.88                6.76                6.41                5.86                5.24
   72          7.14                7.00                6.59                5.97                5.28
   73          7.43                7.26                6.77                6.06                5.32
   74          7.73                7.53                6.96                6.16                5.35

   75          8.06                7.82                7.14                6.25                5.38
- -------------------------------------------------------------------------------------------------------

</TABLE>

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


                                          26

<PAGE>

                                       OPTION 4

                              LIFE INCOME FOR TWO PAYEES

                   AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                   AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

           Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
        AGES OF
- ----------------------------
                SECOND
 ANNUITANT    ANNUITANT          OPTION 4a           OPTION 4b           OPTION 4c           OPTION 4d           OPTION 4e
- ----------------------------------------------------------------------------------------------------------------------------
  <S>           <C>               <C>                 <C>                 <C>                 <C>                 <C>
   55            50               $3.69               $4.05               $4.27               $3.69               $4.03
   55            55                3.88                4.25                4.47                3.87                4.14
   55            60                4.06                4.47                4.71                4.06                4.20

   60            55                3.99                4.44                4.71                3.98                4.42
   60            60                4.24                4.71                4.99                4.23                4.57
   60            65                4.49                5.01                5.32                4.48                4.64

   65            60                4.38                4.97                5.32                4.38                4.93
   65            65                4.72                5.33                5.70                4.71                5.14
   65            70                5.07                5.75                6.17                5.05                5.26

   70            65                4.93                5.68                6.15                4.91                5.66
   70            70                5.40                6.21                6.70                5.36                5.96
   70            75                5.89                6.82                7.40                5.81                6.12

   75            70                5.69                6.68                7.32                5.62                6.67
   75            75                6.37                7.45                8.15                6.23                7.12
   75            80                7.07                8.34                9.16                6.78                7.36
- ----------------------------------------------------------------------------------------------------------------------------

</TABLE>
 
Rates are based on mortality from 1983 Table a.  The rates do not differ by sex.
      Rates for ages not shown will be provided on request and will be computed
              on a basis consistent with the rates in the above tables.


                                          27

<PAGE>

                                       OPTION 2

                         PAYMENTS FOR A STATED PERIOD OF TIME

                   AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                   AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
             GUARANTEED           MONTHLY            QUARTERLY         SEMI-ANNUAL           ANNUAL
   YEARS       RATE               PAYMENT             PAYMENT            PAYMENT             PAYMENT
- ------------------------------------------------------------------------------------------------------
  <S>         <C>                <C>                 <C>                <C>                 <C>
    3         3.50%              $29.19              $87.33             $173.91             $344.86
    4         3.50%               22.27               66.61              132.65              263.04
    5         3.50%               18.12               54.19              107.92              213.99
    6         3.50%               15.35               45.92               91.44              181.32
    7         3.50%               13.38               40.01               79.69              158.01
    8         3.50%               11.90               35.59               70.88              140.56
    9         3.50%               10.75               32.16               64.05              127.00
   10         3.50%                9.83               29.42               58.59              116.18
   11         3.50%                9.09               27.18               54.13              107.34
   12         3.50%                8.46               25.32               50.42               99.98
   13         3.50%                7.94               23.75               47.29               93.78
   14         3.50%                7.49               22.40               44.62               88.47
   15         3.50%                7.10               21.24               42.31               83.89
   16         3.50%                6.76               20.23               40.29               79.89
   17         3.50%                6.47               19.34               38.51               76.37
   18         3.50%                6.20               18.55               36.94               73.25
   19         3.50%                5.97               17.85               35.54               70.47
   20         3.50%                5.75               17.22               34.28               67.98
   21         3.50%                5.56               16.65               33.15               65.74
   22         3.50%                5.39               16.13               32.13               63.70
   23         3.50%                5.24               15.66               31.19               61.85
   24         3.50%                5.09               15.24               30.34               60.17
   25         3.50%                4.96               14.85               29.56               58.62
   26         3.50%                4.84               14.49               28.85               57.20
   27         3.50%                4.73               14.15               28.19               55.90
   28         3.50%                4.63               13.85               27.58               54.69
   29         3.50%                4.53               13.57               27.02               53.57
   30         3.50%                4.45               13.30               26.49               52.53
- ------------------------------------------------------------------------------------------------------

</TABLE>
 
                                          28

<PAGE>

                                       OPTION 2

                         PAYMENTS FOR A STATED PERIOD OF TIME

                   AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                   AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

          Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
             GUARANTEED           MONTHLY            QUARTERLY         SEMI-ANNUAL           ANNUAL
   YEARS       RATE               PAYMENT             PAYMENT            PAYMENT             PAYMENT
- ------------------------------------------------------------------------------------------------------
  <S>         <C>                <C>                 <C>                <C>                 <C>
    3         5.00%              $29.80              $89.04             $176.99             $349.72
    4         5.00%               22.89               68.38              135.93              268.58
    5         5.00%               18.74               56.00              111.33              219.98
    6         5.00%               15.99               47.77               94.96              187.64
    7         5.00%               14.02               41.90               83.30              164.59
    8         5.00%               12.56               37.52               74.58              147.35
    9         5.00%               11.42               34.11               67.81              133.99
   10         5.00%               10.51               31.40               62.42              123.34
   11         5.00%                9.77               29.19               58.03              114.66
   12         5.00%                9.16               27.36               54.38              107.45
   13         5.00%                8.64               25.81               51.31              101.39
   14         5.00%                8.20               24.50               48.69               96.21
   15         5.00%                7.82               23.36               46.44               91.75
   16         5.00%                7.49               22.37               44.47               87.88
   17         5.00%                7.20               21.51               42.75               84.48
   18         5.00%                6.94               20.74               41.23               81.47
   19         5.00%                6.71               20.06               39.88               78.80
   20         5.00%                6.51               19.46               38.68               76.42
   21         5.00%                6.33               18.91               37.59               74.28
   22         5.00%                6.17               18.42               36.62               72.35
   23         5.00%                6.02               17.98               35.73               70.61
   24         5.00%                5.88               17.57               34.93               69.02
   25         5.00%                5.76               17.20               34.20               67.57
   26         5.00%                5.65               16.87               33.53               66.25
   27         5.00%                5.54               16.56               32.92               65.04
   28         5.00%                5.45               16.28               32.35               63.93
   29         5.00%                5.36               16.01               31.83               62.90
   30         5.00%                5.28               15.77               31.35               61.95
- ------------------------------------------------------------------------------------------------------

</TABLE>
 

                                          29

<PAGE>

                                       OPTION 3

                                     LIFE INCOME

                   AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                   AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                  PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
  AGE OF
ANNUITANT     NONE                 60                  120                 180                 240
- -------------------------------------------------------------------------------------------------------
  <S>         <C>                 <C>                 <C>                 <C>                 <C>
   50         $4.34               $4.34               $4.31               $4.27               $4.22
   51          4.41                4.40                4.38                4.33                4.27
   52          4.48                4.47                4.45                4.40                4.32
   53          4.56                4.55                4.52                4.46                4.38
   54          4.64                4.63                4.59                4.53                4.44

   55          4.72                4.71                4.67                4.60                4.50
   56          4.81                4.80                4.75                4.67                4.56
   57          4.91                4.89                4.84                4.75                4.62
   58          5.01                4.99                4.93                4.83                4.69
   59          5.12                5.10                5.03                4.92                4.75

   60          5.23                5.21                5.13                5.00                4.82
   61          5.36                5.33                5.24                5.09                4.88
   62          5.49                5.45                5.35                5.19                4.95
   63          5.63                5.59                5.47                5.28                5.02
   64          5.78                5.73                5.60                5.38                5.08

   65          5.94                5.89                5.73                5.48                5.15
   66          6.11                6.05                5.87                5.58                5.21
   67          6.29                6.22                6.02                5.69                5.27
   68          6.49                6.41                6.17                5.79                5.33
   69          6.70                6.60                6.33                5.90                5.38

   70          6.92                6.81                6.49                6.00                5.43
   71          7.17                7.04                6.66                6.10                5.48
   72          7.43                7.27                6.84                6.20                5.52
   73          7.71                7.53                7.02                6.30                5.55
   74          8.02                7.80                7.20                6.39                5.59

   75          8.35                8.08                7.38                6.48                5.62
- -------------------------------------------------------------------------------------------------------

</TABLE>
 
Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
      Rates for ages not shown will be provided on request and will be computed
              on a basis consistent with the rates in the above tables.


                                          30

<PAGE>

                                       OPTION 3

                                     LIFE INCOME

                   AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                   AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                  PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
  AGE OF
ANNUITANT      NONE                 60                  120                 180                 240
- -------------------------------------------------------------------------------------------------------
  <S>         <C>                 <C>                 <C>                 <C>                 <C>
   50         $5.26               $5.25               $5.22               $5.17               $5.11
   51          5.33                5.32                5.28                5.23                5.15
   52          5.40                5.38                5.34                5.29                5.20
   53          5.47                5.45                5.41                5.35                5.26
   54          5.54                5.53                5.48                5.41                5.31

   55          5.63                5.61                5.56                5.47                5.36
   56          5.71                5.69                5.63                5.54                5.42
   57          5.80                5.78                5.72                5.61                5.47
   58          5.90                5.88                5.81                5.69                5.53
   59          6.01                5.98                5.90                5.77                5.59

   60          6.12                6.09                6.00                5.85                5.65
   61          6.24                6.21                6.10                6.93                5.71
   62          6.37                6.33                6.21                6.02                5.77
   63          6.51                6.46                6.33                6.11                5.83
   64          6.66                6.60                6.45                6.20                5.89

   65          6.82                6.75                6.57                6.30                5.95
   66          6.99                6.91                6.71                6.39                6.01
   67          7.17                7.08                6.85                6.49                6.06
   68          7.36                7.27                6.99                6.59                6.12
   69          7.57                7.46                7.15                6.69                6.17

   70          7.80                7.67                7.30                6.78                6.21
   71          8.05                7.89                7.47                6.88                6.25
   72          8.31                8.13                7.64                6.97                6.29
   73          8.59                8.38                7.81                7.06                6.33
   74          8.90                8.64                7.99                7.15                6.36

   75          9.23                8.93                8.16                7.23                6.38
- -------------------------------------------------------------------------------------------------------

</TABLE>
 
Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
      Rates for ages not shown will be provided on request and will be computed
              on a basis consistent with the rates in the above tables.


                                          31

<PAGE>

                                       OPTION 4

                              LIFE INCOME FOR TWO PAYEES

                   AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                   AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

          Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
        AGES OF
- ----------------------------
                SECOND
 ANNUITANT    ANNUITANT          OPTION 4a           OPTION 4b           OPTION 4c           OPTION 4d           OPTION 4e
- ----------------------------------------------------------------------------------------------------------------------------
  <S>           <S>               <C>                 <C>                 <C>                 <C>                 <C>
   55            50               $3.97               $4.35               $4.56               $3.97               $4.31
   55            55                4.16                4.54                4.76                4.15                4.42
   55            60                4.27                4.73                5.00                4.26                4.48

   60            55                4.27                4.73                5.00                4.26                4.70
   60            60                4.51                4.99                5.27                4.50                4.84
   60            65                4.66                5.25                5.61                4.65                4.93

   65            60                4.66                5.25                5.61                4.65                5.22
   65            65                4.99                5.61                5.99                4.98                5.42
   65            70                5.19                5.97                6.44                5.17                5.54

   70            65                5.19                5.97                6.44                5.17                5.93
   70            70                5.67                6.49                6.99                5.62                6.23
   70            75                5.95                6.96                7.61                5.87                6.40

   75            70                5.95                6.96                7.61                5.87                6.95
   75            75                6.64                7.73                8.43                6.48                7.40
   75            80                7.04                8.39                9.29                6.79                7.64
- ----------------------------------------------------------------------------------------------------------------------------

</TABLE>
 Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
      Rates for ages not shown will be provided on request and will be computed
              on a basis consistent with the rates in the above tables.


                                          32

<PAGE>

                                       OPTION 4

                              LIFE INCOME FOR TWO PAYEES

                   AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                   AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

          Rates for a Variable Annuity with Assumed Net Return Rate of 5.0%
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
        AGES OF
- ----------------------------
                SECOND
 ANNUITANT    ANNUITANT          OPTION 4a           OPTION 4b           OPTION 4c           OPTION 4d           OPTION 4e
- ----------------------------------------------------------------------------------------------------------------------------
  <S>           <S>               <C>                 <C>                 <C>                 <C>                 <C>
   55            50               $4.88               $5.26               $5.48               $4.88               $5.23
   55            55                5.04                5.44                5.66                5.04                5.32
   55            60                5.15                5.63                5.91                5.14                5.38

   60            55                5.15                5.63                5.91                5.14                5.59
   60            60                5.37                5.87                6.16                5.37                5.72
   60            65                5.52                6.14                6.51                5.51                5.80

   65            60                5.52                6.14                6.51                5.51                6.10
   65            65                5.83                6.49                6.87                5.82                6.29
   65            70                6.04                6.84                7.34                6.00                6.41

   70            65                6.04                6.84                7.34                6.00                6.81
   70            70                6.49                7.35                7.87                6.44                7.08
   70            75                6.77                7.84                8.51                6.68                7.25

   75            70                6.77                7.84                8.51                6.68                7.81
   75            75                7.45                8.60                9.33                7.27                8.25
   75            80                7.86                9.28               10.20                7.57                8.49
- ----------------------------------------------------------------------------------------------------------------------------

</TABLE>
 
Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
      Rates for ages not shown will be provided on request and will be computed
              on a basis consistent with the rates in the above tables.


                                          33

<PAGE>

                       AETNA LIFE INSURANCE AND ANNUITY COMPANY

                                     ENDORSEMENT


The Contract and the Certificate are hereby endorsed as follows:

Under Section 3.14 entitled DISTRIBUTION OPTIONS, delete the first sentence
under subparagraph (b) (1) (a) and replace with the following:

       Specified Amount:  Payments of a designated dollar amount which must be
no greater than 20% of the initial Current Value and shall remain constant
unless a higher amount is required under Code minimum distribution rules.

Under Section 3.14 entitled DISTRIBUTION OPTIONS, delete the first sentence
under subparagraph (b)(1)(b) and replace with the following:

       Specified Period:  Payments which are made over a period of time which
must be  at least 5 years, unless otherwise required by the Code minimum
distribution  rules.

Under Section 3.14 entitled DISTRIBUTION OPTIONS, add the following as
subparagraph (b) (1) (c):

       Specified Percentage:  Payments of a designated percentage which cannot
be greater than 20% of the amount being designated for SWO.  The Participant
may change the specified percentage elected every six months.  Each annual
distribution is determined by multiplying the Individual Account Current
Value  by the percentage chosen.  The value to be used in this calculation is
the value on  the December 31st prior to the year for which the payment is
being made.  For payments made more often than annually, the annual payment
result (calculated above) is divided by the number of payments due each
year.  Payments will be made each year until the year the Participant attains
age 70 1/2.

Endorsed and made a part of the Contract and the Certificate on the date
approved by the State Insurance Department.



                             /s/ Dan Kearney
                             ---------------
                             President
                             Aetna Life Insurance and Annuity Company


EAORP-95 (SWO)


<PAGE>

                       Aetna Life Insurance and Annuity Company

                                     ENDORSEMENT

This contract is hereby endorsed as follows:

GENERAL DEFINITIONS is ammended to include the following defined terms:

AETNA GET FUND (GET FUND):  An open-end registered management investment company
organized as a series fund.  Each series of GET Fund constitutes a separate Fund
under this Contract.

ALLOCATION PERIOD:  The period of time, usually from one to three months, during
which amounts may be allocated ot a series of GET Fund, whether by Transfer or
by Net Purchase Payment(s).  Each series of GET Fund will have a specific
Allocation Period.

At its dicretion, Aetna may allow additional amoutns to be allocated to a series
of GET Fund during the Guarantee Period.  The Guarantee established at the close
of the Allocation Period will apply to these amounts.

At its discretion, Aetna may specify a minimum amount per Transfer and per Net
Purchase Payment amount for each series prior to the beginning of the Allaction
Period for that series.

Aetna will specify a minimum amount of assets that a series of the GET Fund must
contain at the close of the Allocation Period; and reserves the right to
terminate a series if it does not meet this minimum standard.  If Aetna elects
to terminate the GET Fund and not to start the Guarantee Period, Aetna will mail
each Contract Holder with amount(s) in the series a notice that the series is
being canceled.  The cancellation notice will be mailed no later than 15
calendar days after the Allocation Period ends.  The Contract Holder will have
45 calendar days from the end of the Allocation Period to Transfer the Current
Value of the cancelled series of GET Fund to another accumulation option(s).  If
no Transfer is made prior to the end of the 45 calendar day period, the Current
Value in the cancelled series of GET Fund will be transferred to Aetna Variable
Encore Fund, a money market fund during the next Valuation Period.

Aetna will also specify the maximum amount of assets that will be accepted into
a series of the GET Fund; and reserves the right to not allow additional
allocation to a series if it exceeds this maximum standard.  If Aetna elects not
to allow additional allocation to the series of GET Fund, Aetna will stop
accepting Vet Purchase Payments and Transfers into the series 10 calendar days
after such election.  The Allocation Period will continue until the date the
Guarantee Period begins.

GET FUND MATURITY DATE:  The date at which the Guaranteed Period for a series
will end and the GET Fund Record Units for that series will be liquidated.
Another accumulation option must then be elected.  If no such election is made
by the GET Fund Maturity Date, the portion of the Current Value based on that
GET Fund series will be transferred to the Allocation Period for another series
fo GET Fund.  If no GET Fund Series is available, 50% of the Current Value from
that Get Fund Series  will be transferred to Aetna Varaiable Fund, a groth and
income fund.  The remianing 50% fof the Current Value will be transferred to
Aetna Income Shares, a bond fund.  The Transfers will be made during the next
Valuation Period.  Such


<PAGE>

Transfers will not be counted as one of the free Transfers.  The GET Fund
Maturity Date will be specified before the Allcation Period for that series
begins.

GUARANTEE:  Aetna guarantees that on a series' of GET Fund Maturity Date, the
value of each GET Fund Record Unit then outstanding in that series will not be
less than the value of the Record Unit on the last day of the Allocation Period.
Aetna will transfer any amount necessary from its general account to the
Separate Account in order to bring that Record Unit Value to the guaranteed
level.  The Guarantee does not apply to GET Fund Record Unit Values withdrawn or
transferred before the GET Fund Maturity Date.

GUARANTEED PERIOD:  The length of time to which the Guarantee applies for a
series, ending on the GET Fund Maturity Date.  This period will be specified
before the Allocation Period for a series begins.

The Contract section entitled FUND(S) is amended to add the following sentence:

Unless specifically indicated otherwise in this Contract, all references to
Fund(s) in this Contract shall include each series of GET Fund.

The Contract Section entitled NET RETURN FACTOR(S) - SEPARATE ACCOUNT is hereby
endorsed to add the following as subsection (f):

Minus a daily fee at an annual rate of 0.25% during the Guaranteed Period for
Aetna's guarantee of the GET Fund Record Unit Values.  This fee will be
determined prior to the start of any series of GET Fund's Allocation Period.

The Contract section entitled TRANSFER OF CURRENT VALUE FROM THE FUNDS is
ammeded to include the following paragraph at the end of this provision:

Withdrawals or Transfers from a GET Fund series before the Maturity Date will be
at the then applicable GET

EGETICR


<PAGE>

                       Aetna Life Insurance and Annuity Company

                                     ENDORSEMENT

The Contract and the Certificate, (as applicable), is hereby endorsed.

The term VALUATION PERIOD under General Definitions is amended to read ad
follows:

       The period of time for which a Fund determines its net asset value,
usually from 4:15 p.m. Eastern time each day the New York Stock Exchange is open
until 4:15 p.m. the next such day, or such other day that one or more of the
Funds determines its net asset value.

Endorsed and made a part of the Contact and the Certificate, (as applicable).




                        /s/ Gary Benanav
                        ----------------
                        President
                        Aetna Life Insurance and Annuity Company

EVP-IC


<PAGE>

                                        [LOGO]
- -------------------------------------------------------------------------------
                      AETNA LIFE INSURANCE AND ANNUITY COMPANY
                         HOME OFFICE: 151 Farmington Avenue
                            Hartford, Connecticut 06158
                                   (800) 525-4225
- -------------------------------------------------------------------------------

               Group Variable, Fixed, or Combination Annuity Contract
                                  Nonparticipating

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


<PAGE>

[LOGO]

- --------------------------------------------------------------------------------
AETNA LIFE INSURANCE AND ANNUITY COMPANY
HOME OFFICE:  151 Farmington Avenue
Hartford, Connecticut  06156
(800) 525-4225

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

SPECIFICATIONS
- --------------------------------------------------------------------------------
Plan

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

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

- --------------------------------------------------------------------------------
Contract No.

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

- --------------------------------------------------------------------------------
This Contract is Delivered in                 and is Subject to the Laws of that
Jurisdiction

THE VARIABLE FEATURES OF THE GROUP CONTRACT ARE DESCRIBED IN PARTS III AND V.

RIGHT TO CANCEL
- --------------------------------------------------------------------------------
The Contract Holder may cancel this Contract within 10 days of receiving it by
returning this Contract along with a written notice to Aetna at the above
address or to the agent from whom it was purchased.  Within 7 days after it
receives the notice of cancellation and this Contract at its Home Office, Aetna
will return the entire consideration paid plus any increase or minus any
decrease in the current value of any funds allocated to the Separate Account.

This page, the following pages, and the application make up the entire Contract.

Signed at the Home Office on the Effective Date.

   
         /s/ Dan Kearney                           /s/ Patrice Maloney-Knauff
    
          President                                     Secretary

                       Group Combination Annuity Contract
                                Nonparticipating

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

   
                         FORM NO. G-CDA-95 (ORP)
    

<PAGE>

SPECIFICATIONS

- --------------------------------------------------------------------------------
GUARANTEED          There is a guaranteed interest rate for Contribution(s) held
INTEREST RATE       in the Fixed Plus Account and the GA Account.  (See Contract
                    Schedule I.)

- --------------------------------------------------------------------------------
DEDUCTIONS FROM     There will be deductions for mortality and expense risks and
THE SEPARATE        asset based sales charge and administrative fees. (See 3.05
ACCOUNT             and 5.06.)

- --------------------------------------------------------------------------------
DEDUCTION FROM      Contribution(s) are subject to a deduction for premium
CONTRIBUTION(S)     taxes, if any. (See 3.01.)

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

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

                                        2

<PAGE>

                               CONTRACT SCHEDULE I
                               ACCUMULATION PERIOD

SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT:        Variable Annuity Account C

CHARGES TO SEPARATE      A daily charge is deducted from any portion of the
ACCOUNT:                 Current Value allocated to the Separate Account. The
                         daily charge is at an annual effective rate of 1.40%
                         for Annuity mortality and expense risks, asset based
                         sales charge and profit and a daily administrative
                         charge which will not exceed 0.25% on an annual basis.

FIXED PLUS ACCOUNT
- --------------------------------------------------------------------------------

MINIMUM GUARANTEED       3% (effective annual rate of return).
INTEREST RATE:
                         Beginning on the tenth anniversary of the effective
                         date of an Individual Account, Aetna will credit
                         amounts with an interest rate that is 0.25% higher than
                         the then-declared interest rate for Individual Accounts
                         before the tenth anniversary.

PARTIAL WITHDRAWAL:      The 20% limit applicable to partial withdrawal from the
                         Fixed Plus Account will be waived when the withdrawal
                         is:

                         (a)  due to the Participant's death, (within six (6)
                              months of the Participant's date of death), before
                              Annuity payments begin. This partial withdrawal
                              may only be exercised once; or

                         (b)  used to purchase Annuity benefits.

GUARANTEED ACCUMULATION ACCOUNT (GA ACCOUNT)
- --------------------------------------------------------------------------------

MINIMUM GUARANTEED       3% (effective annual rate of return).
INTEREST RATE:

                                        i

<PAGE>

                               CONTRACT SCHEDULE I
                          ACCUMULATION PERIOD (CONT'D)


SEPARATE ACCOUNT, FIXED PLUS ACCOUNT AND GA ACCOUNT
- --------------------------------------------------------------------------------

TRANSFERS:               An unlimited number of Transfers may be made during the
                         Accumulation Period. Aetna allows 12 free Transfers in
                         any calendar year. Thereafter, Aetna reserves the right
                         to charge $10 for each subsequent Transfer.

SYSTEMATIC WITHDRAWAL    The Specified Payment may not be greater than 20% of
OPTION (SWO):            the Individual Account's Current Value at the time of
                         election.

                         The Specified Period may not be less than five years.

                         The Specified Percentage may not be greater than 20%.



See Section 1. - DEFINITIONS for explanations.

                                       ii

<PAGE>

                              CONTRACT SCHEDULE II
                                 ANNUITY PERIOD

SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

CHARGES TO SEPARATE      A daily charge at an annual effective rate of 1.25% for
ACCOUNT:                 Annuity mortality and expense risks. The administrative
                         charge is established upon election of an Annuity
                         option. This charge will not exceed 0.25%.

VARIABLE ANNUITY ASSUMED If a Variable Annuity is chosen, an assumed annual net
ANNUAL NET RETURN RATE:  return rate of 5.0% may be elected. If 5.0% is not
                         elected, Aetna will use an assumed annual net return
                         rate of 3.5%.

                         The assumed annual net return rate factor for 3.5% per
                         year is 0.9999058.

                         The assumed annual net return rate factor for 5.0% per
                         year is 0.9998663.

                         If the portion of a Variable Annuity payment for any
                         Fund is not to decrease, the Annuity return factor
                         under the Separate Account for that Fund must be:

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

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

ANNUITY OPTION:          Under the option "Payments for a Stated Period of
                         Time":

                         For amounts invested in the GA Account or one or more
                         of the Fund(s), the number of years must be at least
                         five (5) and not more than thirty (30) and the Annuity
                         may be a Fixed or Variable Annuity.

                         For amounts invested in the Fixed Plus Account, the
                         number of years must be at least five (5) and not more
                         than thirty (30) and the Annuity must be a Fixed
                         Annuity.

FIXED ANNUITY
- --------------------------------------------------------------------------------
MINIMUM GUARANTEED       3% (effective annual rate of return).
INTEREST RATE:

See Section 1. - DEFINITIONS for explanations.

                                       iii



<PAGE>

                                TABLE OF CONTENTS

I.   DEFINITIONS
- --------------------------------------------------------------------------------
                                                                            PAGE
1.01 Accumulation Period . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.02 Adjusted Current Value. . . . . . . . . . . . . . . . . . . . . . . . . .6
1.03 Annuitant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.04 Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.05 Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.06 Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.07 Contract Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.08 Contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.09 Current Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.10 Deposit Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.11 Fixed Plus Account. . . . . . . . . . . . . . . . . . . . . . . . . . . .6
1.12 Fixed Plus Account Guaranteed Interest Rate . . . . . . . . . . . . . . .7
1.13 Fixed Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
1.14 Fund(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
1.15 General Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
1.16 Guaranteed Accumulation Account (GA Account). . . . . . . . . . . . . . .7
1.17 GA Account Guaranteed Interest Rate . . . . . . . . . . . . . . . . . . .7
1.18 Guaranteed Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7
1.19 Individual Account. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.20 Loan Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.21 Market Value Adjustment (MVA) . . . . . . . . . . . . . . . . . . . . . .8
1.22 Matured Term Value. . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.23 Matured Term Value Transfer . . . . . . . . . . . . . . . . . . . . . . .8
1.24 Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.25 Net Contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.26 Nonunitized Separate Account. . . . . . . . . . . . . . . . . . . . . . .8
1.27 Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.28 Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
1.29 Reinvestment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.30 Separate Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

                                        3

<PAGE>

                                                                            PAGE
1.31 Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.32 Valuation Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.33 Variable Annuity. . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

II.  GENERAL PROVISIONS
- --------------------------------------------------------------------------------

2.01 Change of Contract. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
2.02 Change of Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.03 Nonparticipating Contract . . . . . . . . . . . . . . . . . . . . . . . 11
2.04 Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.05 State Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.06 Control of Contract . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.07 Misstatements and Adjustments . . . . . . . . . . . . . . . . . . . . . 12
2.08 Incontestability. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.09 Grace Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.10 Individual Certificates . . . . . . . . . . . . . . . . . . . . . . . . 12

III. CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------
3.01 Net Contribution(s) . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.02 Experience Credits. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.03 Fund Record Units . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.04 Fund Record Unit Value. . . . . . . . . . . . . . . . . . . . . . . . . 13
3.05 Fund Net Return Factors . . . . . . . . . . . . . . . . . . . . . . . . 13
3.06 Market Value Adjustment . . . . . . . . . . . . . . . . . . . . . . . . 13
3.07 Transfer(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.08 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.09 Notice to the Participant . . . . . . . . . . . . . . . . . . . . . . . 18
3.10 Manner and Timing of Distributions. . . . . . . . . . . . . . . . . . . 19
3.11 Withdrawal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.12 Partial Withdrawal from the Fixed Plus Account. . . . . . . . . . . . . 20
3.13 Payment of Fixed Plus Account Full Withdrawal . . . . . . . . . . . . . 20
3.14 Alternative Payment of Fixed Plus Account Full Withdrawal . . . . . . . 20

                                        4

<PAGE>
                                                                            PAGE
3.15 Payment of Minimum Current Value. . . . . . . . . . . . . . . . . . . . 21
3.16 Amount Payable at Death (Before Annuity Payments Start) . . . . . . . . 21
3.17 Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

IV. NON-ANNUITY DISTRIBUTION OPTIONS
- --------------------------------------------------------------------------------

4.01 Distribution Options. . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.02 Estate Conservation Option. . . . . . . . . . . . . . . . . . . . . . . 22
4.03 Systematic Withdrawal Option. . . . . . . . . . . . . . . . . . . . . . 23

V. ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

5.01 Choices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.02 Terms of Annuity Options. . . . . . . . . . . . . . . . . . . . . . . . 26
5.03 Death Provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.04 Fund Annuity Units. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.05 Fund Annuity Unit Value . . . . . . . . . . . . . . . . . . . . . . . . 28
5.06 Fund Annuity Net Return Factor. . . . . . . . . . . . . . . . . . . . . 28
5.07 Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

                                        5

<PAGE>

I.  DEFINITIONS
- --------------------------------------------------------------------------------
1.01 ACCUMULATION PERIOD:     The period during which Net Contribution(s) are
                              applied to an Individual Account.

1.02 ADJUSTED CURRENT         The Current Value (See 1.09) of an Individual
     VALUE                    Account (See 1.19) plus or minus any applicable
                              aggregate GA Account Market Value Adjustment, if
                              applicable (See 3.06).

1.03 ANNUITANT:               If an Annuity provides lifetime benefits, the
                              person whose life expectancy determines the amount
                              and/or duration of Annuity benefit payments.

1.04 ANNUITY:                 Payment of an income under the Annuity Provisions
                              of Section V:

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

1.05 BENEFICIARY:             Each Participant shall name the beneficiary of the
                              Employer and Employee Account. Aetna will pay any
                              portion of the Individual Account(s) Current Value
                              to the beneficiary in accordance with the
                              provisions of Section 3.16.

1.06 CODE:                    The Internal Revenue Code of 1986, as amended.

1.07 CONTRACT HOLDER:         The entity, named on the cover of this Contract,
                              to which the Contract is issued.

1.08 CONTRIBUTION:            A payment received at Aetna's Home Office and
                              allocated to this Contract.

1.09 CURRENT VALUE:           For an Individual Account (See 1.19), the Current
                              Value is the total of:

                              (a)  The amount, if any, in the Fixed Plus
                                   Account, with interest earned to date;
                              (b)  The amount, if any, in the GA Account, with
                                   interest earned to date; and
                              (c)  The value of all Fund record units (See
                                   3.04), if any, as of the most recent
                                   Valuation Period.

1.10 DEPOSIT PERIOD:          A calendar month, a calendar quarter, or any other
                              period of time specified by Aetna during which Net
                              Contribution(s), Transfers and Reinvestments are
                              accepted into the GA Account for one or more
                              Guaranteed Terms.

1.11 FIXED PLUS ACCOUNT:      An accumulation option with a guaranteed minimum
                              interest rate. Aetna may credit a higher rate
                              which is not guaranteed. The portion that may be
                              withdrawn or transferred in a 12 month period is
                              restricted (See 3.07, 3.12 and 3.13).

                                        6
<PAGE>

1.12 FIXED PLUS ACCOUNT       Aetna will add interest daily at an annual rate no
     GUARANTEED INTEREST      less than that shown on Contract Schedule I on any
     RATE:                    Net Contribution(s) to the Fixed Plus Account.
                              Aetna may add interest daily at a higher rate
                              determined by its Board of Directors.

1.13 FIXED ANNUITY:           An Annuity with payments that do not vary in
                              amount.

1.14 FUND(S):                 The open-end registered management investment
                              companies (mutual funds) in which the Separate
                              Account invests.

1.15 GENERAL ACCOUNT:         The account holding the assets of Aetna, other
                              than those assets held in Aetna's Separate
                              Account(s) and Nonunitized Separate Account(s).

1.16 GUARANTEED ACCUMULATION  An accumulation option where Aetna guarantees
     ACCOUNT (GA ACCOUNT):    stipulated rate(s) of interest for a specified
                              period of time. All assets of Aetna, including
                              amounts in the Nonunitized Separate Account, are
                              available to meet the guarantees for the GA
                              Account.

1.17 GA ACCOUNT GUARANTEED    Aetna will declare the interest rate(s) applicable
     INTEREST RATE:           to a specific Guaranteed Term at the start of the
                              Deposit Period for that Guaranteed Term. The
                              rate(s) are guaranteed by Aetna for that Deposit
                              Period and the ensuing Guaranteed Term. The
                              Guaranteed Interest Rates are annual effective
                              yields. That is, interest is credited daily at a
                              rate that will produce the Guaranteed Interest
                              Rate over the period of a year. No Guaranteed
                              Interest Rate will ever be less than the Minimum
                              Guaranteed Interest Rate shown on Contract
                              Schedule I.

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

1.18 GUARANTEED TERM:         The period of time for which GA Account Guaranteed
                              Interest Rates are guaranteed on Net
                              Contributions, Transfers and Reinvestments made
                              into a current Deposit Period for the GA Account.
                              Such period begins on the day following the close
                              of the Deposit Period and ends on the designated
                              Maturity Date. Guaranteed Terms are offered at
                              Aetna's discretion for various lengths of time
                              ranging up to and including ten years and are
                              classified as follows:

                              SHORT-TERM. Three (3) or fewer years. Amounts
                              allocated to a short-term Term are held in the
                              General Account.

                              LONG-TERM. More than three (3) years, but not more
                              than ten (10). Amounts allocated to a long-term
                              Term are held in the Nonunitized Separate Account.

                              During a Deposit Period, Aetna may make available
                              any number of Guaranteed Terms. The Participant
                              may allocate Net Contributions and Transfers into
                              any or all of the available Guaranteed Terms.

                                        7

<PAGE>

1.19 INDIVIDUAL ACCOUNT:      This Contract is issued to the Contract Holder.
                              However, Aetna will maintain two Individual
                              Accounts for each Participant. These are:

                              (a)  An Employer Account: This Individual Account
                                   will be credited with employer Net
                                   Contribution(s) and transferred amounts of
                                   401(a) funds, attributable to employer
                                   contributions; and

                              (b)  An Employee Account: This Individual Account
                                   will be credited with employee Net
                                   Contribution(s), specifically amounts subject
                                   to Code Section 414(h) and transferred
                                   amounts of 401(a) funds, attributable to
                                   414(h) contributions.

1.20 LOAN ACCOUNT:            An account established for record keeping purposes
                              and credited with the amount on any loan.

1.21 MARKET VALUE ADJUSTMENT  An adjustment to the amount withdrawn or
     (MVA):                   Transferred from a GA Account Guaranteed Term
                              prior to the end of that Guaranteed Term. The
                              adjustment reflects the change in the value of the
                              investment due to changes in interest rates since
                              the date of deposit and is computed using the
                              formula given in 3.06. The adjustment is expressed
                              as a percentage of each dollar being withdrawn.

1.22 MATURED TERM VALUE:      The amount payable on a GA Account Guaranteed
                              Term's Maturity Date.

1.23 MATURED TERM VALUE       During the calendar month following a GA Account
     TRANSFER:                Maturity Date, the Participant may notify Aetna's
                              Home Office in writing to Transfer or withdraw all
                              or part of the Matured Term Value, plus interest
                              at the new Guaranteed Rate accrued thereon, from
                              the GA Account without an MVA. This provision only
                              applies to the first such written request received
                              from the Participant during this period for any
                              Matured Term Value.

1.24 MATURITY DATE:           The last day of a GA Account Guaranteed Term.

1.25 NET CONTRIBUTION:        A Contribution less any applicable premium taxes.

1.26 NONUNITIZED SEPARATE     An account established by Aetna under Section 
     ACCOUNT:                 38a-433 of the Connecticut General Statutes that
                              holds assets for GA Account Terms (See 1.18)
                              greater than three years. The Contract Holder or
                              Participant does not participate in the investment
                              gain or loss from the assets held in the
                              Nonunitized Separate Account. Such gain or loss is
                              borne entirely by Aetna. Assets in this account
                              may be charged with liabilities arising out of any
                              other Aetna business.

1.27 PARTICIPANT:             A person who participates in the Plan named on the
                              cover of this Contract.

1.28 PLAN:                    The Plan intended to qualify under Section 401(a)
                              of the Code and named on the cover of this
                              Contract. The Plan is not a part of the Contract
                              and Aetna is not bound by its terms.

                                        8

<PAGE>

1.29 REINVESTMENT:            Aetna will mail a notice to the Participant at
                              least 18 calendar days before a Guaranteed Term's
                              Maturity Date. This notice will contain the Terms
                              available during the current Deposit Periods with
                              their Guaranteed Interest Rate(s) and projected
                              Matured Term Value. If no specific direction is
                              given by the Participant 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 in the same
                              classification. If no shorter Guaranteed Term is
                              available, the next longer Guaranteed Term will be
                              used. Aetna will mail a confirmation statement to
                              the Participant, the next business day after the
                              Maturity Date. This notice will state the
                              Guaranteed Term and Guaranteed Interest Rate(s)
                              which will apply to the reinvested Matured Term
                              Value.

1.30 SEPARATE ACCOUNT:        An account, established by Aetna under Section
                              38a-433 of the Connecticut General Statutes, that
                              buys and holds shares of the Fund(s) available
                              under this Contract. 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 of such amounts. Amounts in the Separate
                              Account are not generally guaranteed and are held
                              at market value. The assets of the Separate
                              Account, to the extent of reserves and other
                              contract liabilities of the Account, cannot be
                              charged with other Aetna liabilities.

1.31 TRANSFER:                The movement of invested amounts among the
                              available Fund(s); the Fixed Plus Account and the
                              GA Account during the Accumulation Period.

1.32 VALUATION PERIOD:        The period as of 4:15 p.m. Eastern time on each
                              day the New York Stock Exchange is open for
                              business to 4:15 p.m. Eastern time of the next
                              such business day, or such other day that one or
                              more of the Fund(s) determines its net asset
                              value.

1.33 VARIABLE ANNUITY:        An Annuity with payments that vary with the net
                              investment results of the Funds available during
                              the Annuity period.

II. GENERAL PROVISIONS
- --------------------------------------------------------------------------------
2.01 CHANGE OF CONTRACT:      (a)  Only an authorized Aetna officer can change
                                   the provisions of this Contract and the
                                   change must be in writing.

                              (b)  Aetna cannot change the amount or terms of
                                   Annuity benefit payments after payment has
                                   commenced.

                              (c)  Aetna may change the following provisions
                                   without Contract Holder consent.
                                   (1)  Any provision that must be changed to
                                        comply with state or federal law

                                        9

<PAGE>

2.01 CHANGE OF CONTRACT            (2)  Calculation of the Market Value
     (CONT'D):                          Adjustment
                                   (3)  Estate Conservation Option
                                   (4)  Systematic Withdrawal Option
                                   (5)  Allocation of Contributions or Transfers
                                        to the Fixed Plus Account
                                   (6)  New Annuity Options

                                   Aetna will notify the Contract Holder, in
                                   writing, at least thirty (30) days before the
                                   effective date of the change. Such a change
                                   will apply to all current and future
                                   Individual Accounts.

                              (d)  Aetna may change the Tables for determining
                                   the amount of Annuity benefit payments
                                   without Contract Holder consent. Such a
                                   change will not become effective earlier than
                                   twelve months after (1) the effective date of
                                   the Contract, or (2) the effective date of a
                                   previous change. Aetna will notify the
                                   Contract Holder, in writing, at least thirty
                                   (30) days before the effective date of the
                                   change. The change will apply to all current
                                   and future Individual Accounts.

                              (e)  The Contract Holder must agree to any change
                                   in provisions concerning the following:

                                   (1)  A reduction in the GA Account Minimum
                                        Guaranteed Interest Rate
                                   (2)  A reduction in the Fixed Plus Account
                                        Minimum Guaranteed Interest Rate
                                   (3)  Fund Accumulation Period Net Return
                                        Factor
                                   (4)  Current Value
                                   (5)  Annuity Unit Value
                                   (6)  Existing Annuity Options
                                   (7)  Fixed Annuity Minimum Guaranteed
                                        Interest Rates

                                   Aetna will notify the Contract Holder, in
                                   writing, at least thirty (30) days before the
                                   effective date of the proposed change. Such a
                                   change will apply to future Individual
                                   Accounts.

                                   If the Contract Holder does not agree to a
                                   proposed change, Aetna reserves the right to:
                                   (1) discontinue establishing new Individual
                                   Accounts; and (2) discontinue accepting
                                   Contributions to existing Individual
                                   Accounts.

2.02 CHANGE OF FUND:          Aetna, or the Separate Account may:

                              (a)  Change the Fund(s) in which the Separate
                                   Account invests; and/or

                              (b)  Replace the shares of any Fund(s) held in the
                                   Separate Account with shares of any other
                                   Fund(s).

                              Changes must be:

                              (a)  Approved by a majority vote in the Separate
                                   Account with respect to the Fund(s) whose
                                   shares are to be replaced;

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2.02 CHANGE OF FUND           (b)  Deemed necessary by Aetna under the
     (CONT'D):                     Investment Company Act of 1940; or

                              (c)  Deemed necessary by Aetna to accomplish the
                                   purpose of the Separate Account.

                              Aetna will notify the Contract Holder of any such
                              change.

2.03 NONPARTICIPATING         The Contract Holder, Participants, or
     CONTRACT:                Beneficiaries will not have a right to share in
                              the earnings of Aetna.

2.04 PAYMENTS:                (a)  Aetna will make distributions as directed by
                                   the Contract Holder. Aetna will determine the
                                   amount of payments based on the Individual
                                   Account's Current Value as of the date on
                                   which a request is received in good order at
                                   Aetna's Home Office. Payments will be made
                                   within seven (7) calendar days of receipt of
                                   a written request in good order at Aetna's
                                   Home Office.

                              (b)  Aetna may defer payments: (1) for a period of
                                   up to six (6) months (unless not allowed by
                                   state law); and (2) as allowed by federal
                                   law.

2.05 STATE LAWS:              This Contract complies with the laws of the state
                              in which it is delivered. Any cash, death or
                              Annuity payments are equal to or greater than the
                              minimum required by such laws. Annuity tables for
                              legal reserve valuation shall be as required by
                              state law. Such tables may be different from
                              Annuity tables used to determine Annuity payments.

2.06 CONTROL OF CONTRACT:     This Contract is designed to fund a governmental
                              plan which provides for retirement income that is
                              not subject to Title I of the Employee Retirement
                              Income Security Act of 1974 (ERISA), as amended by
                              subsequent law including REA.

                              The Participant may select the investment
                              option(s) for the Employer Account and the
                              Employee Account. Choices made under this Contract
                              must be in writing or in a form satisfactory to
                              Aetna. Until receipt of such choices in its Home
                              Office, Aetna may rely on any previous choices
                              made. No distributions will be made from the
                              Employer Account or the Employee Account without
                              the Contract Holder's written direction to Aetna.

                              (a)  Nontransferable and Nonassignable: This
                                   Contract and any Individual Accounts are
                                   nontransferable and nonassignable, except to
                                   Aetna in the event of a loan, or pursuant to
                                   a "qualified domestic relations order" as set
                                   forth under the Internal Revenue Code of
                                   1986, as it may be amended from time to time.

                              (b)  Distributions: A Participant may apply for a
                                   distribution from his or her Employee or
                                   Employer Account. However, the Contract
                                   Holder must certify in writing that the
                                   distribution is in accordance with the terms
                                   of the Plan.

                                       11

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2.06 CONTROL OF CONTRACT      (c)  Participant Rights/Employee Account: The
     (CONT'D):                     Participant has a nonforfeitable right to the
                                   value of his or her Employee Account pursuant
                                   to the terms of the Plan as interpreted by
                                   the Contract Holder.

                              (d)  Participant Rights/Employer Account: The
                                   Participant has a nonforfeitable right to the
                                   value of his or her Employer Account pursuant
                                   to the terms of, and to the extent of his or
                                   her vested percentage under, the Plan as
                                   interpreted by the Contract Holder. It is the
                                   Contract Holder's responsibility to maintain
                                   records of the Participant's vesting
                                   percentages. Aetna will not maintain nor keep
                                   such records.

2.07 MISSTATEMENTS AND        If Aetna finds the age of any payee to be
     ADJUSTMENTS              misstated, the correct facts will be used to 
                              adjust payments.

2.08 INCONTESTABILITY:        Aetna cannot cancel this Contract because of any
                              error of fact on the application.

2.09 GRACE PERIOD:            This Contract will remain in effect even if
                              Contributions are not continued except as provided
                              in 3.15.

2.10 INDIVIDUAL CERTIFICATES: Aetna shall issue certificates to Participants as
                              required by the state in which this Contract is
                              delivered. The certificate will summarize certain
                              provisions of the Contract. Certificates are for
                              information only and are not a part of the
                              Contract.

III. CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS
- --------------------------------------------------------------------------------

3.01 NET CONTRIBUTION(S):     The Net Contribution equals the actual
                              Contribution less any applicable premium tax.
                              Generally, Aetna will deduct the premium tax when
                              Annuity benefits are purchased (See Section V). If
                              Aetna determines that under applicable state law,
                              it must pay a premium tax when the Contribution is
                              received, or at any other time, it will deduct the
                              tax at that time. The Net Contribution(s) may be
                              allocated among the following investment options:

                              (a)  The Fixed Plus Account; and
                              (b)  The current Deposit Period(s) for Guaranteed
                                   Terms under the GA Account; and
                              (c)  The Fund(s) in which the Separate Account
                                   invests.

                              Aetna must be told the percentage of all Net
                              Contributions to allocate to one or more of the
                              investment options. Aetna reserves the right to
                              require a minimum Contribution amount per
                              Individual Account.

3.02 EXPERIENCE CREDITS:      Aetna may apply experience credits under this
                              Contract. Any such credits will be computed as
                              decided by Aetna.

                                       12

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3.03 FUND RECORD UNITS:       The portion of the Net Contribution(s) applied to
                              each Fund under the Separate Account will
                              determine the number of Fund record units credited
                              to the Individual Account for that Fund. This
                              number is equal to the Net Contribution applied to
                              the Fund divided by the Fund record unit value
                              (see 3.04) for the Valuation Period in which the
                              Contribution is received in good order.

3.04 FUND RECORD              A Fund record unit value is computed by
     UNIT VALUE:              multiplying the net return Factor (See 3.05) for
                              the current Valuation Period by the Fund record
                              unit value for the previous Period. The dollar
                              value of a Fund record unit, Separate Account
                              assets, and Variable Annuity payments may go up or
                              down due to investment gain or loss.

3.05 FUND NET                 The net return factor(s) are used to compute all
     RETURN FACTORS:          Separate Account record units for any Fund. The
                              net return factor for each Fund is equal to
                              1.0000000 plus the net return rate.

                              The net return rate is equal to:

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

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

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

                              (d)  The total value of the Fund record units and
                                   Fund annuity units of the Separate Account at
                                   the start of the Valuation Period; minus

                              (e)  A Separate Account charge at an annual
                                   effective rate as shown on Contract Schedule
                                   I for Annuity mortality and expense risks,
                                   asset based sales charge and profit and a
                                   daily administrative charge which will not
                                   exceed the amount shown on Contract Schedule
                                   I on an annual basis. The administrative
                                   charge may be changed annually except for
                                   amounts which have been used to purchase an
                                   Annuity.

                              A net return rate may be more or less than 0%.

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

3.06 MARKET VALUE             (a)  An MVA will be applied to any withdrawal from
     ADJUSTMENT:                   the GA Account Term before the Maturity Date
                                   due to:

                                   (1)  A Transfer;
                                   (2)  A full or partial withdrawal; or
                                   (3)  A payment of a premium for Annuity
                                        Option 2.

                              The amount of the withdrawal will be adjusted to a
                              market value amount as described in (b).

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<PAGE>

3.06 MARKET VALUE             (b)  Market value adjusted amounts will be equal
     ADJUSTMENT                    to the amount withdrawn multiplied by the
     (CONT'D):                     following ratio:

                                                    
                                                  
                                                                    x
                                           (1 + i)to the power of  ---
                                        ------------------         365
                                                                    x
                                           (1 + j)to the power of  ---
                                                                   365
                                         Where:
                                             i    is the Deposit Period Yield
                                             j    is the Current Yield
                                             x    is the number of days
                                                  remaining, (computed from
                                                  Wednesday of the week of
                                                  withdrawal) in the Term.

                              (c)  The Deposit Period Yield will be determined
                                   as follows:

                                   (1)  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 Term.

                                   (2)  The Deposit Period Yield is the average
                                        of those yields for the Deposit Period.
                                        If withdrawal is made prior to the close
                                        of the Deposit Period, it is the average
                                        of those yields on each week preceding
                                        withdrawal.

                                   (3)  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.

                                   (4)  In the event that no U.S. Treasury Notes
                                        which mature in the last three months of
                                        the Term exist, Aetna reserves the right
                                        to use the U.S. Treasury Notes that
                                        mature in a following quarter.

                              (d)  Full and partial withdrawals as well as
                                   Transfers made within six (6) months after
                                   the Participant's date of death under the
                                   Amount Payable at Death provision (See 3.16)
                                   will be the greater of:

                                   (1)  The aggregate MVA amount which is the
                                        sum of all market value adjusted amounts
                                        calculated due to a withdrawal of
                                        amounts (for withdrawal or Transfer)
                                        from Terms prior to the end of those
                                        Terms. The aggregate MVA may be either
                                        positive or negative; or

                                   (2)  The applicable portion of the Current
                                        Value in the GA Account.

                                       14

<PAGE>

3.06 MARKET VALUE             (e)  After the six month period, the withdrawal or
     ADJUSTMENT                    Transfer will be the aggregate MVA amount
     (CONT'D):                     (i.e., including all MVAs).

                              (f)  The greater of the aggregate MVA amount or
                                   the applicable portion of the Current Value
                                   in the GA Account is applied to amounts
                                   withdrawn from the GA Account for payment of
                                   a premium under Annuity options 3 or 4.

3.07 TRANSFER(S):             Before an Annuity option is elected, all or any
                              portion of the Adjusted Current Value of the
                              Individual Account (subject to the limitations
                              described below) may be transferred from any Fund,
                              the Fixed Plus Account or the GA Account:

                              (a)  To any Fund; or
                              (b)  To the Fixed Plus Account; or
                              (c)  To any Guaranteed Term of the GA Account with
                                   a different classification available in the
                                   Current Deposit Period.

                              Transfer requests can be submitted as a percentage
                              or as a dollar amount. Aetna may establish a
                              minimum Transfer amount. Within a Guaranteed Term
                              classification, the amount transferred will be
                              withdrawn from the oldest Deposit Period, then
                              from the next oldest, and so on until the amount
                              requested is satisfied.

                              Amounts applied to Guaranteed Terms of the GA
                              Account may not be transferred to the Funds, the
                              Fixed Plus Account or to another Guaranteed Term
                              during the Deposit Period or 90 days after the
                              close of the Deposit Period except for Matured
                              Term Value(s) during the calendar month following
                              the Term's Maturity Date.

                              Transfers from Guaranteed Terms of the GA Account
                              are subject to the MVA provisions of 3.06.

                              During each rolling twelve (12) month period, up
                              to 20% of the Fixed Plus Account value may be
                              transferred to one or more of the Fund(s), and/or
                              the GA Account's then-current Deposit Period. The
                              20% limit is reduced by any partial withdrawals,
                              Transfers or amounts taken as a loan or used to
                              purchase an Annuity during the twelve (12) month
                              period. Aetna reserves the right to include
                              amounts paid under ECO and SWO provisions for
                              purposes of applying this 20% limit. This limit is
                              waived when the balance in the Fixed Plus Account
                              is $1,000 or less on the date the Transfer request
                              is received in good order at Aetna's Home Office.

                              The Participant may make an unlimited number of
                              Transfers during the Accumulation Period. The
                              number of free Transfers allowed by Aetna is shown
                              on Contract Schedule I. Additional Transfers may
                              be subject to a Transfer fee as shown on Contract
                              Schedule I. Transfers from the GA Account of a
                              Matured Term Value on or within one calendar month
                              of a Term's Maturity Date do not count against the
                              annual Transfer limit.

                                       15

<PAGE>

3.08 LOANS:                   During the Accumulation Period, the Participant
                              may request a loan from his or her Individual
                              Account by submitting a loan request form. The
                              loan effective date is the date Aetna receives a
                              loan request form in good order at its Home
                              Office.

                              A loan will not be allowed within 12 months of the
                              effective date of any prior loan. The Employee and
                              Employer Accounts Current Value must be at least
                              $2,000 and the minimum loan amount is $1,000.

                              A loan that meets provisions set forth in Code
                              Section 72(p) is not considered a taxable
                              distribution.

                              (a)  The amount available for a loan is calculated
                                   based on the Current Value of the Employer
                                   and Employee Accounts. The loan amount is
                                   limited to the lesser of:

                                   (1)  50% of the Employee and Employer
                                        Accounts vested Current Value on the
                                        date the loan is made; or

                                   (2)  $50,000 reduced by the amount of the
                                        highest outstanding loan balance during
                                        the preceding 12 month period that ends
                                        the day before the current loan is made.

                                   Loans may only be made from the Employee
                                   Account and the vested portion of the
                                   Employer Account.

                              (b)  When the loan is made, only amounts in the
                                   Funds and Fixed Plus Account may be withdrawn
                                   and transferred to the Loan Account. The
                                   amounts will be withdrawn in the same
                                   proportion as the Employee and the Employer
                                   Account's vested Current Value are divided
                                   between the Fixed Plus Account and/or Funds
                                   on the loan's effective date.

                                   If the amount of the loan requested would
                                   require the proportionate amount transferred
                                   from the Fixed Plus Account to exceed the
                                   amount that would be allowed under the 20%
                                   limit described in Section 3.07, the
                                   Participant may transfer an additional amount
                                   from the Fixed Plus Account.

                                   The additional amount will be limited and
                                   will never exceed 50% of the Fixed Plus
                                   Account value on the effective date of the
                                   loan, minus any previous partial withdrawal
                                   or Transfer during the 12-month period the
                                   loan becomes effective. Aetna reserves the
                                   right to change the maximum percentage a
                                   Participant can transfer from the Fixed Plus
                                   Account for the purpose of taking a loan.

                                   If the amount needed to make the loan exceeds
                                   the Fixed Plus Account Transfer limit, the
                                   additional amount will be withdrawn
                                   proportionately from the Funds.

                                       16

<PAGE>

3.08 LOANS                    (c)  Aetna will record the percentage by which any
     (CONT'D):                     amount withdrawn from the Fixed Plus Account
                                   exceeds the 20% Transfer limit covered in
                                   Section 3.07. The percentage will equal the
                                   amount transferred from the Fixed Plus
                                   Account that exceeds the 20% withdrawal limit
                                   divided by the total amount of the loan. In
                                   the event of a loan payment default, this
                                   percentage will be used to calculate the
                                   penalty that would be applied as described in
                                   (h) below.

                              (d)  The loan interest rate will be 5%.

                              (e)  Interest on the Loan Account balance will be
                                   calculated daily at a rate to yield an
                                   effective annual rate of 3%. Interest will be
                                   credited quarterly based on the loan's
                                   effective date and credited to the Funds
                                   and/or Fixed Plus Account in the same
                                   proportion in which the loan amount was
                                   withdrawn.

                              (f)  Principal and interest on loans is amortized
                                   in quarterly payments over a one to five year
                                   term. The Participant chooses the number of
                                   years. An exception applies to loans taken
                                   for the acquisition of the Participant's
                                   principal residence. Loans for this purpose
                                   can be amortized quarterly over a one to 20
                                   year term, as elected by the Participant. The
                                   Participant must certify in writing that a
                                   loan is for the purchase of a principal
                                   residence.

                                   The term of the loan, elected by the
                                   Participant, must result in full repayment no
                                   later than December 31 of the calendar year
                                   prior to the calendar year in which the
                                   Participant reaches age 70 1/2.

                                   The entire Loan Account balance may be paid
                                   in full at any time. Aetna will bill the
                                   Participant for any loan interest accrued to
                                   the date the payment is received. Aetna will
                                   consider the loan paid when the interest
                                   amount is received.

                              (g)  A bill in the amount of the quarterly payment
                                   due will be mailed to the Participant in
                                   advance of the due date. The first due date
                                   is three months from the loan's effective
                                   date and quarterly thereafter. A loan payment
                                   will be in default if it is not received by
                                   Aetna at its Home Office by the due date.

                                   The principal portion of each loan payment
                                   will be credited to the Participant's Fixed
                                   Plus Account and/or the Funds in the same
                                   proportion in which the loan amount was
                                   withdrawn. The Loan Account will then be
                                   reduced by the principal portion of the
                                   payment.

                              (h)  If a payment is in default, a partial
                                   withdrawal in an amount equal to the payment
                                   due will be deducted from the Individual
                                   Account at the close of business on the due
                                   date. Payments that are less than the amount
                                   due will be returned and if the full payment
                                   is not received by the due date, the payment
                                   will be in default.

                                       17

<PAGE>

3.08 LOANS                         The required amount will be withdrawn from
     (CONT'D):                     the Fixed Plus Account and/or the Funds in
                                   the same proportion in which the loan amount
                                   was withdrawn. This amount will be applied as
                                   a loan payment as set forth in (g) above.
                                   Aetna will report to the IRS the amount
                                   withdrawn to pay the default.

                                   In addition, if the amount withdrawn from the
                                   Fixed Plus Account to make the loan exceeded
                                   the 20% annual withdrawal limitation
                                   described in Section 3.12, a 5% charge will
                                   be assessed on the same percentage of the
                                   defaulted payment. For example, if 60% of the
                                   amount withdrawn was in excess of the limit,
                                   then 60% of the amount withdrawn for the
                                   defaulted payment will be subject to the
                                   additional 5% charge.

                              (i)  If a Participant makes a payment that is more
                                   than the billed amount, the excess will be
                                   credited to the Fixed Plus Account and/or the
                                   Funds in the same proportion in which the
                                   loan amount was withdrawn. The Loan Account
                                   will be reduced by the additional amount. On
                                   the following loan anniversary date, future
                                   payments will be recalculated to reflect the
                                   additional principal payment so that the
                                   outstanding balance is amortized in equal
                                   quarterly payments over the remaining loan
                                   term.

                              (j)  Upon the election of an Annuity option or at
                                   the Participant's death, any Loan Account
                                   will be cancelled. This will result in a
                                   taxable distribution of an amount equal to
                                   the Loan Account balance. Interest earned but
                                   not yet credited will be credited to, and
                                   loan interest accrued but not paid will be
                                   deducted from, the Current Value in the same
                                   proportion in which the loan amount was
                                   withdrawn.

                              (k)  If there is an outstanding Loan Account
                                   balance when a Participant makes a full
                                   withdrawal of the Current Value of his or her
                                   Individual Account (1) interest earned but
                                   not credited will be credited to, and (2)
                                   uncollected accrued loan interest will be
                                   deducted from the Current Value. The Loan
                                   Account will be cancelled resulting in a
                                   taxable distribution of an amount equal to
                                   the Loan Account balance.

3.09 NOTICE TO THE            Each year, Aetna will notify the Participant of:
     PARTICIPANT:
                              (a)  The value of any amounts held in:
                                   (i)   The Fixed Plus Account,
                                   (ii)  The GA Account,
                                   (iii) The Fund(s) for the Separate Account;
                              (b)  The number of any Fund(s) record units;
                              (c)  The Fund(s) record unit value(s);
                              (d)  The amount available for withdrawal; and
                              (e)  The Loan Account value.

                              This information will be as of a date no more than
                              sixty (60) days before the date of the notice.

                                       18

<PAGE>

3.10 MANNER AND TIMING        (a)  A distribution to a Participant may be made
     OF DISTRIBUTIONS:             in a lump sum, as one of the Distribution
                                   Options described in Section IV, or as one of
                                   the Annuity options in Section V. The
                                   Participant may elect the form of
                                   distribution subject to certification in
                                   writing by the Contract Holder that the
                                   Participant is eligible both as to the timing
                                   and form of distribution.

                              (b)  The distribution of benefits must begin by
                                   April 1 of the calendar year following the
                                   calendar year in which the Participant
                                   attains age 70 1/2 or retires, whichever
                                   occurs later.

                              (c)  If the Participant does not request
                                   commencement of benefits as described above,
                                   Aetna will not be responsible for compliance
                                   with the Code Section 401(a)(9) minimum
                                   distribution requirements or for any adverse
                                   tax or other consequences that may result.

3.11 WITHDRAWAL:              (a)  The Participant may withdraw any portion or
                                   all of an Individual Account Adjusted Current
                                   Value and transfer such amount to another
                                   investment provider under the Plan. The
                                   withdrawal and transfer request must be
                                   submitted in writing to Aetna.

                              (b)  Except as described in Section 3.12, unless
                                   the Participant specifies otherwise, partial
                                   withdrawals are satisfied by withdrawing
                                   amounts on a pro rata basis from each of the
                                   investment options in which the Individual
                                   Account is invested.

                              (c)  When amounts are withdrawn from the GA
                                   Account, amounts in Short-Term and Long-Term
                                   Classifications are treated as separate
                                   investment options and amounts are taken on a
                                   pro rata basis. Within a Classification,
                                   amounts will be withdrawn starting with the
                                   Term still in effect with the oldest Deposit
                                   Period.

                              (d)  Any amount withdrawn from the Fixed Plus
                                   Account will be subject to the limitations in
                                   3.12, 3.13 and 3.14.

                                       19

<PAGE>

3.12 PARTIAL WITHDRAWAL       The amount eligible for partial withdrawal is 20%
     FROM THE FIXED PLUS      of the Current Value of the amount held in the
     ACCOUNT:                 Fixed Plus Account on the day Aetna's Home Office
                              receives a written request, reduced by any
                              previous Transfer, partial withdrawal or amounts
                              taken as a loan or used to purchase Annuity
                              benefits during the prior 12 months. Aetna
                              reserves the right to include amounts paid under
                              ECO and SWO for purposes of applying this 20%
                              limit. However, SWO is unavailable if a Fixed Plus
                              Account Transfer or withdrawal is requested within
                              the current 12 month period.

                              The 20% limit applicable to partial withdrawals
                              from the Fixed Plus Account will be waived under
                              certain conditions and will apply when the partial
                              withdrawal is made on a pro rata basis from all
                              options used under the Participant's Individual
                              Account. (See Contract Schedule I).

3.13 PAYMENT OF FIXED         When Aetna receives a full withdrawal request, no
     PLUS ACCOUNT FULL        additional partial withdrawals or Transfers from
     WITHDRAWAL:              the Fixed Plus Account are permitted during the
                              payout period. If a full withdrawal is requested,
                              Aetna will pay any Current Value from the Fixed
                              Plus Account in five payments as follows:

                              (a)  One-fifth of the Current Value on the day the
                                   request is received in good order at Aetna's
                                   Home Office, reduced by any amount from the
                                   Fixed Plus Account that was transferred,
                                   withdrawn or used for a loan or to purchase
                                   Annuity benefits during the prior 12 months;
                              (b)  One-fourth of the remaining Current Value 12
                                   months later;
                              (c)  One-third of the remaining Current Value 12
                                   months later;
                              (d)  One-half of the remaining Current Value 12
                                   months later; and
                              (e)  The balance of the Current Value 12 months
                                   later.

                              The Fixed Plus Account full withdrawal payment
                              provision will be waived when a withdrawal is:

                              (a)  Due to the Participant's death before Annuity
                                   benefit payments begin;
                              (b)  Used to purchase Annuity benefits; or
                              (c)  When the amount in the Fixed Plus Account is
                                   $3,500 or less and no amount has been
                                   withdrawn, transferred, taken as a loan or
                                   used to purchase Annuity benefits during the
                                   previous 12 months.

                              Any full withdrawal from the Fixed Plus Account
                              may be cancelled at any time before the end of the
                              payment period.

3.14 ALTERNATIVE PAYMENT      As an alternative to 3.13, and as permitted under
     OF FIXED PLUS ACCOUNT    the terms of the Plan, the Participant may elect a
     FULL WITHDRAWAL:         lump sum payment. The lump-sum payment will be the
                              Individual Account's Current Value invested in the
                              Fixed Plus Account less a 3% charge provided:

                              (i)  the withdrawal is due to the Participant's
                                   separation from service with the employer;

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<PAGE>

3.14 ALTERNATIVE PAYMENT      (ii)  the withdrawal request is received at
     OF FIXED PLUS ACCOUNT          Aetna's Home Office within 60 days of the
     FULL WITHDRAWAL                date the Participant separates from service
     (CONT'D):                      with the employer; and

                              (iii) the Contract Holder certifies that the
                                    Participant has separated from service and
                                    is eligible to receive a lump sum
                                    distribution.

3.15 PAYMENT OF MINIMUM       If the Individual Accounts Current Value is less
     CURRENT VALUE:           than $3,500, and no Contributions have been
                              received for three (3) years, Aetna may close the
                              Account and pay the Current Value to the Contract
                              Holder in one lump sum.

3.16 AMOUNT PAYABLE AT        Aetna will pay any portion of the Individual
     DEATH (BEFORE ANNUITY    Account(s) Current Value, to the Beneficiary when:
     PAYMENTS START):
                              (a)  The Participant dies before Annuity payments
                                   start; and
                              (b)  The certified copy of the death certificate
                                   is received by Aetna.

                              A guaranteed death benefit is available if the
                              Beneficiary requests either a lump-sum payment or
                              an Annuity option within the first 6 months after
                              the Participant's death.

                              For each Individual Account, the death benefit is
                              guaranteed to be the greater of:

                              (a)  The Current Value of the Individual Account
                                   plus aggregate positive MVA, as applicable,
                                   on the date the notice of death and the
                                   request for payment are received in good
                                   order at Aetna's Home Office; or

                              (b)  The total of Net Contribution(s) made to the
                                   Individual Account minus the total of all
                                   partial withdrawals, annuitizations made from
                                   the Individual Account and any amount
                                   allocated from the Individual Account to the
                                   Loan Account.

                              If the payee of the death proceeds is the
                              Participant's surviving spouse, the first Annuity
                              payment or the lump-sum payment may be deferred to
                              a date not later than when the Participant would
                              have attained age 70 1/2 or such later date as may
                              be allowed under federal law or regulations. If
                              the Beneficiary is not the surviving spouse, all
                              of the Current Value must either be applied to an
                              Annuity option within one (1) year of the
                              Participant's death or be paid to the payee within
                              five (5) years of the Participant's death (see
                              Part V).

                              In no event may any payments to the Beneficiary
                              under an Annuity option extend beyond:

                              (a)  The life of the payee determined as of the
                                   date payments are to commence; or

                              (b)  Any certain period greater than the payee's
                                   life expectancy as determined by regulations
                                   under Code Section 401 (a)(9) as of the date
                                   payments are to begin.

                              Amounts in the GA Account will be payable as
                              described in Section 3.06(d).

                                       21

<PAGE>

3.17 REINSTATEMENT:           All or a portion of the proceeds of a full
                              withdrawal of an Individual Account may be
                              reinvested within 30 days after the surrender if
                              allowed by law. Any Market Value Adjustment
                              deducted from GA Account withdrawals will not be
                              included in the reinstatement. Amounts will be
                              reinstated among the Fixed Plus Account, GA
                              Account, and the Fund(s) in the same proportion as
                              they were at the time of withdrawal. Any amount
                              reinstated to the GA Account will be credited to
                              the current Deposit Period. The number of record
                              units reinstated will be based on the record unit
                              value(s) next computed after receipt at Aetna's
                              Home Office of the reinstatement request and the
                              amount to be reinvested.

                              Any Individual Account(s) closed because the
                              Current Value was less than $3,500 may not be
                              reinstated (see 3.15).

                              Reinstatement is permitted only once per
                              Individual Account.

IV. NON-ANNUITY DISTRIBUTION OPTIONS
- --------------------------------------------------------------------------------
4.01 DISTRIBUTION OPTIONS:    The Participant or a surviving spouse may elect
                              one of the two following distribution options. A
                              surviving spouse is eligible to elect one of these
                              options provided the spouse is the designated
                              Beneficiary under the Plan and the Participant had
                              died before electing an Annuity option and before
                              the date for required minimum distributions.

4.02 ESTATE CONSERVATION      (a)  With the Estate Conservation Option (ECO) a
     OPTION:                       portion of the Individual Account Current
                                   Value is automatically surrendered and
                                   distributed each year. Each payment will be
                                   withdrawn from the Individual Account in the
                                   same proportion as assets are held in the
                                   Funds, the GA Account, and the Fixed Plus
                                   Account on the date the payment is made.

                              (b)  Payments under ECO will comply with the
                                   incidental death benefit test set forth in
                                   Code Section 401(a)(9).

                              (c)  Distribution Amount: Each year that ECO is in
                                   effect, Aetna will calculate and distribute
                                   an amount equal to the minimum distribution
                                   required under the Code. The annual
                                   distribution will be determined by dividing
                                   the Individual Account Current Value as of
                                   December 31 of the year prior to the payment
                                   year, by a single or joint life expectancy
                                   factor. If joint life expectancy is elected,
                                   the Beneficiary under ECO must be the same as
                                   the beneficiary of any death benefits under
                                   the Plan.

                              (d)  Life Expectancy Factor: For the Participant,
                                   the life expectancy factor is either single
                                   life or joint life expectancy as elected by
                                   the Participant, based on tables in IRS
                                   regulations. For a spouse Beneficiary, only a
                                   single life expectancy is available. Life
                                   expectancy factors will be recalculated each
                                   year, unless prohibited by the Code or
                                   regulations.

                                       22

<PAGE>

4.02 ESTATE CONSERVATION           If joint life expectancy is elected and the
     OPTION (CONT'D):              Participant or spouse dies, payments will be
                                   based on the survivor's life expectancy. If
                                   the Beneficiary is not the spouse and the
                                   Beneficiary dies first, the joint life
                                   expectancy continues to be used to determine
                                   payments.

                                   If a single life expectancy is elected, at
                                   the death of the Participant (or the spouse
                                   who is the designated Beneficiary electing
                                   ECO after the Participant's death), the
                                   entire value must be distributed no later
                                   than the December 31 of the year following
                                   the year of the Participant's (or spouse's)
                                   death. If a joint life expectancy is elected,
                                   and both the Participant and spouse have
                                   died, any remaining Current Value must be
                                   distributed no later than the December 31 of
                                   the year following the year of the second
                                   death. If a joint life expectancy is elected
                                   and both the Participant and non-spouse
                                   Beneficiary have died, any remaining Current
                                   Value will be distributed to a successor
                                   Beneficiary or, if none has been named, then
                                   to the estate of the last to die.

                              (e)  Minimum Current Value: At its discretion,
                                   Aetna may require a minimum initial Current
                                   Value for election of this option. If after
                                   election of this option the Current Value is
                                   insufficient to make a scheduled ECO payment,
                                   Aetna will distribute the entire balance of
                                   the Individual Account.

                              (f)  Distribution Date: The Participant shall
                                   specify an annual distribution date. The
                                   earliest date is the first day of the
                                   calendar year in which he or she attains age
                                   70 1/2, or retirement if later. For a spouse
                                   Beneficiary electing ECO after the
                                   Participant's death, the earliest date is the
                                   date of the Participant's death. The first
                                   distribution date may be the 15th of any
                                   month, or such other date Aetna may designate
                                   or allow. Subsequent distributions will be
                                   made on the anniversary of that date.

                              (g)  Election and Revocation: The Participant may
                                   elect ECO by submitting a completed and
                                   signed election form to Aetna's Home Office.
                                   The Contract Holder must certify that the
                                   Participant is eligible both as to the timing
                                   and form of distribution. Once ECO is
                                   elected, the Participant may revoke it by
                                   submitting a written request to Aetna at its
                                   Home Office. Any revocation will apply only
                                   to amounts not yet paid. ECO may be elected
                                   only once per Individual Account.

4.03 SYSTEMATIC WITHDRAWAL    (a)  With the Systematic Withdrawal Option (SWO) a
     OPTION:                       portion of the Individual Account Current
                                   Value is automatically distributed each year.
                                   A SWO payment will be calculated on the
                                   Individual Account's Current Value. Each
                                   payment will be withdrawn from the Individual
                                   Account in the same proportion as assets are
                                   held in the Funds, the GA Account, and the
                                   Fixed Plus Account on the date the payment is
                                   made.

                                       23

<PAGE>

4.03 SYSTEMATIC WITHDRAWAL    (b)  Payments under SWO will comply with the
     OPTION (CONT'D):              incidental death benefit test set forth in
                                   Code Section 401(a)(9).

                              (c)  Distribution Amounts: The Participant may
                                   elect one of the three payment methods
                                   described below. These calculations may be
                                   changed as necessary to comply with the Code
                                   minimum distribution rules. If joint life
                                   expectancy is elected, the Beneficiary under
                                   SWO must be the same as the beneficiary of
                                   any death benefits under the Plan.

                                   (1)  Specified Payment: Payments of a
                                        designated annual dollar amount. The
                                        annual amount may not be greater than
                                        the percentage of the Current Value at
                                        time of election as shown on Contract
                                        Schedule I. This amount will remain
                                        constant unless a higher amount is
                                        required under Code minimum distribution
                                        rules.

                                        Each year that the Specified Payment is
                                        in effect, Aetna will calculate the
                                        minimum required distribution by
                                        dividing the Individual Account Current
                                        Value as of December 31 of the year
                                        prior to the payment year by a life
                                        expectancy factor, and distribute this
                                        amount if it is larger than the
                                        Specified Payment.

                                   (2)  Specified Period: Payments are made over
                                        a period of time. The number of years
                                        selected may not be less than the number
                                        of years shown on Contract Schedule I,
                                        unless otherwise required by Code
                                        minimum distribution rules. The maximum
                                        specified period will be limited by the
                                        life expectancy factor. The amount paid
                                        each year is calculated by dividing the
                                        Individual Account Current Value as of
                                        December 31 of the prior year by the
                                        number of payment years remaining.

                                   (3)  Specified Percentage: The specified
                                        percentage chosen cannot be greater than
                                        the percentage shown on Contract
                                        Schedule I. The Participant may change
                                        the specified percentage elected every
                                        six months. Each annual distribution is
                                        determined by multiplying the Individual
                                        Account Current Value by the percentage
                                        chosen. The value to be used in this
                                        calculation is the value on the December
                                        31st prior to the year for which the
                                        payment is being made. For payments made
                                        more often than annually, the annual
                                        payment result (calculated above) is
                                        divided by the number of payments due
                                        each year. Payments will be made each
                                        year until the year the Participant
                                        attains age 70 1/2.

                              (d)  Life Expectancy Factor: The life expectancy
                                   factor for the initial distribution year is
                                   either single life or joint life expectancy
                                   as elected by the Participant, based on
                                   tables in IRS regulations. For a spouse
                                   Beneficiary, only a single life expectancy is
                                   available. With each subsequent year, the
                                   life expectancy factor will be the life
                                   expectancy factor for the initial
                                   distribution year, reduced by one.

                                       24

<PAGE>

4.03 SYSTEMATIC WITHDRAWAL         If the joint life expectancy is elected and
     OPTION (CONT'D):              the Participant or the Beneficiary dies on or
                                   after the required beginning date for minimum
                                   distributions to the Participant, the joint
                                   life expectancy factor will continue to be
                                   reduced by one for each distribution year.
                                   Payments will continue unless the Contract
                                   Holder elects an alternate payment mode on
                                   behalf of the survivor. Any payment mode
                                   elected on behalf of the Beneficiary must
                                   provide payments to be made at least as
                                   rapidly as those made prior to the
                                   Participant's death.

                                   If the Participant dies before the required
                                   beginning date for minimum distributions, SWO
                                   payments will cease and the Beneficiary may
                                   claim the death benefit in accordance with
                                   the terms of this Contract. If the
                                   Beneficiary is not the Participant's spouse,
                                   the entire death benefit must be either
                                   applied to an Annuity option within one (1)
                                   year of the Participant's death, or be paid
                                   within five (5) years of the Participant's
                                   death. If the Beneficiary is the
                                   Participant's spouse, the distribution is not
                                   required to begin earlier than when the
                                   Participant would have attained age 70 1/2.

                                   If joint life expectancy is elected and the
                                   Beneficiary dies before the required
                                   beginning date for minimum distributions to
                                   the Participant, payments to the Participant
                                   will continue to be based on joint life
                                   expectancy reduced by one for each
                                   distribution year.

                              (e)  Minimum Current Value: At its discretion,
                                   Aetna may require a minimum initial Current
                                   Value for election of this option. If after
                                   election of this option the Current Value is
                                   insufficient to make a scheduled SWO payment,
                                   Aetna will distribute the entire balance of
                                   the Individual Account.

                              (f)  Distribution Date: The Participant or spouse
                                   Beneficiary shall specify the distribution
                                   date. The earliest date is the first day of
                                   the calendar year in which the Participant
                                   attains age 59 1/2 or age 55, if separated
                                   from service with the employer at or after
                                   age 55. SWO payments will be made monthly,
                                   quarterly, semi-annually or annually on the
                                   15th of any month, or such other date Aetna
                                   may designate or allow. If payments are made
                                   more frequently than annually, the annual
                                   amount payable each year is divided by the
                                   number of payments due per year. At its
                                   discretion Aetna may require a minimum
                                   initial payment amount.

                              (g)  Election and Revocation: The Participant may
                                   elect SWO by submitting a completed and
                                   signed election form to Aetna's Home Office.
                                   Once SWO is elected, the Participant may
                                   revoke it by submitting a written request to
                                   Aetna's Home Office. Any revocation will
                                   apply only to amounts not yet paid.
                                   Generally, SWO may be elected only once,
                                   however, if SWO is elected and then revoked
                                   before the date distributions were required
                                   to begin under Code Section 401(a)(9), SWO
                                   may be elected on behalf of a spouse
                                   Beneficiary after the death of the
                                   Participant.

                                       25

<PAGE>

V. ANNUITY PROVISIONS
- --------------------------------------------------------------------------------
5.01 CHOICES:                 (a)  The Participant may elect an Annuity option
                                   by telling Aetna to pay all or any portion of
                                   the Individual Account(s) Current Value
                                   (minus any applicable premium tax if not
                                   previously deducted) as a premium for an
                                   Annuity under option 2, 3, or 4 (see 5.07). A
                                   completed and signed election form must be
                                   submitted to the Home Office. The form must
                                   include Contract Holder certification that
                                   the Participant is eligible for a
                                   distribution under the terms of the Plan and
                                   that the Annuity option chosen is permitted
                                   under the terms of the Plan. Any election of
                                   an Annuity option must comply with the
                                   minimum distribution requirements of Code
                                   Section 401(a)(9), including the incidental
                                   death benefit rule, and the regulations
                                   thereunder. This restriction does not apply
                                   if option 4 is chosen and the second
                                   Annuitant is the spouse of the Participant.

                              (b)  Generally, the first Annuity payment must be
                                   made by April 1 of the calendar year
                                   following the year in which the Participant
                                   turns age 70 1/2 or retires, if later.

                              (c)  When an Annuity option is chosen the
                                   Participant must designate whether the
                                   Annuity will be Fixed or Variable and whether
                                   the underlying investment will be:

                                   (1)  The General Account;
                                   (2)  One or more of the available Fund(s); or
                                   (3)  A combination of (1) and (2).

                                   If a Fixed Annuity is chosen, the Annuity
                                   purchase rate for the option chosen reflects
                                   at least the Minimum Guaranteed Interest Rate
                                   (See Contract Schedule II), but may reflect a
                                   higher interest rate.

                                   If a Variable Annuity is chosen, the initial
                                   Annuity payment for the option chosen
                                   reflects the assumed annual return rate
                                   elected (See Contract Schedule II).

                              (d)  Payments will be made on a monthly basis
                                   unless the Participant requests otherwise.

                              (e)  Once elected, an Annuity option may not be
                                   revoked, except for option 2 when elected on
                                   a variable basis.

5.02 TERMS OF ANNUITY         (a)  No choice of any Annuity option may be made
     OPTIONS:                      if the first payment would be less than $20
                                   or if the total payments in a year would be
                                   less than $100.

                              (b)  If a Fixed Annuity under option 2, 3 or 4 is
                                   elected and a larger Annuity payment would
                                   result from applying the Adjusted Current
                                   Value to a current Aetna single premium
                                   immediate Annuity, Aetna will make the larger
                                   payment.

                                       26

<PAGE>

5.02 TERMS OF ANNUITY         (c)  For purposes of calculating the guaranteed
     OPTIONS (CONT'D):             first payment of a Variable Annuity or the
                                   payments for a Fixed Annuity, the Annuitant's
                                   and second Annuitant's adjusted age will be
                                   used. The Annuitant's and second Annuitant's
                                   adjusted age is his or her age as of the
                                   birthday closest to the Annuity commencement
                                   date reduced by one year for Annuity
                                   commencement dates occurring during the
                                   period of time from July 1, 1992 through
                                   December 31, 1999. The Annuitant's and second
                                   Annuitant's age will be reduced by two years
                                   for Annuity commencement dates occurring
                                   during the period of time from January 1,
                                   2000 through December 31, 2009. The
                                   Annuitant's and second Annuitant's age will
                                   be reduced by one additional year for Annuity
                                   commencement dates occurring in each
                                   succeeding decade.

                                   The Annuity rates for options 3 and 4 are
                                   based on mortality from 1983 Table a.

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

5.03 DEATH PROVISION:         When an Annuitant dies under options 2 or 3, the
                              present value of any remaining guaranteed payments
                              will be paid in one sum to the Beneficiary or,
                              upon the election of the Beneficiary, any
                              remaining payments will continue to the
                              Beneficiary. If a Beneficiary dies while under
                              option 1 or while receiving Annuity payments, the
                              present value of any remaining payments will be
                              paid in one lump sum to the Beneficiary's estate.
                              The rate used to determine the present value for a
                              lump sum payment will be the rate used to
                              determine the first Annuity payment.

5.04 FUND ANNUITY             The number of Fund(s) annuity units is based on
     UNITS                    the amount of the first Variable Annuity payment
                              which is equal to:

                              (a)  The portion of the Current Value (minus any
                                   premium tax) applied to pay a Variable
                                   Annuity; divided by
                              (b)  1,000; multiplied by
                              (c)  The payment rate for the option chosen.

                              Such amount, or portion, of the variable payment
                              will be divided by the appropriate Fund(s) annuity
                              unit value (see 5.05) on the tenth Valuation
                              Period before the due date of the first payment to
                              determine the number of each Fund annuity units.
                              The number of each Fund annuity units remains
                              fixed. Each future payment is equal to the sum of
                              the products of each Fund annuity unit value
                              multiplied by the appropriate number of Units. The
                              Fund annuity unit value on the tenth Valuation
                              Period prior to the due date of the payment is
                              used.

                                       27

<PAGE>

5.05 FUND ANNUITY             For any Valuation Period, a Fund(s) annuity unit
     UNIT VALUE:              value is equal to:

                              (a)  The value for the previous Period; multiplied
                                   by
                              (b)  The Annuity net return factor(s) (See 5.06)
                                   for the Period; multiplied by
                              (c)  A factor to reflect the assumed annual net
                                   return rate. (See Contract Schedule II).

                              The dollar value of a Fund annuity unit values and
                              Annuity payments may go up or down due to
                              investment gain or loss.

                              Payments shall not be changed due to changes in
                              the mortality or expense results or administrative
                              charges.

5.06 FUND ANNUITY NET         The Annuity net return factor(s) are used to
     RETURN FACTOR:           compute all Separate Account Annuity payments for
                              any Fund.

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

                              The net return rate is equal to:

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

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

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

                              (d)  The total value of the Fund(s) record units
                                   and Fund(s) annuity units of the Separate
                                   Account at the start of the Valuation Period;
                                   minus

                              (e)  A daily charge for Annuity mortality and
                                   expense risks, which may include profit, (at
                                   the annual rate as shown on Contract Schedule
                                   II) and a daily administrative charge.

                              A Net Return Rate may be more or less than 0%.

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

5.07 ANNUITY OPTIONS:         Option 1 -- Payments of Interest on Sum Left with
                              Aetna -- This option may be used only by the
                              Beneficiary when the Participant dies before Aetna
                              has started paying an Annuity. A portion or all of
                              the sum paid upon death may be held under this
                              option and will be held in the General Account of
                              Aetna at interest (see 5.01). The Beneficiary may
                              later tell Aetna to:

                              (a)  Pay a portion or all of the sum held by
                                   Aetna; or
                              (b)  Apply a portion or all of the sum held by
                                   Aetna to any Annuity option below.

                                       28
<PAGE>

5.07 ANNUITY OPTIONS          If the Beneficiary is the Participant's surviving
     (CONT'D):                spouse, payment may be deferred to a date not
                              later than when the Participant would have
                              attained age 70 1/2.

                              If the Beneficiary is not a spouse, the entire sum
                              must either be applied to an Annuity option within
                              one year of the Participant's death or be paid
                              within five years of the Participant's death.

                              Option 2 -- Payments for a Stated Period of Time -
                              - An Annuity will be paid for the number of years
                              chosen (See Contract Schedule II).

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

                              Option 3 -- Life Income -- An Annuity will be paid
                              for the life of the Annuitant. Aetna may also
                              guarantee payments for 60, 120, 180, or 240 months
                              if so directed by the Participant.

                              Option 4 -- Life Income based upon the lives of
                              two Annuitants -- An Annuity will be paid during
                              the lives of the Annuitant and a second Annuitant.
                              Payments will continue until both Annuitants have
                              died. When this option is chosen, a choice of the
                              following must be made:

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

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

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

                              (d)  Payments for a minimum of 120 months, with
                                   50% of the payment to continue after the
                                   first death; or

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

                                       29

<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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


<TABLE>
<CAPTION>
- ----------------------------------------------------------------
       GUARANTEED   MONTHLY   QUARTERLY   SEMI-ANNUAL   ANNUAL
YEARS     RATE      PAYMENT    PAYMENT      PAYMENT     PAYMENT
- ----------------------------------------------------------------
<S>    <C>          <C>       <C>         <C>           <C>
 3        3.00%      $28.99     $86.76      $172.88     $343.23
 4        3.00%       22.06      66.02       131.56      261.19
 5        3.00%       17.91      53.59       106.78      211.99
 6        3.00%       15.14      45.30        90.27      179.22
 7        3.00%       13.16      39.39        78.49      155.83
 8        3.00%       11.68      34.96        69.66      138.31
 9        3.00%       10.53      31.52        62.81      124.69
 10       3.00%        9.61      28.77        57.33      113.82
 11       3.00%        8.86      26.52        52.85      104.93
 12       3.00%        8.24      24.65        49.13       97.54
 13       3.00%        7.71      23.08        45.98       91.29
 14       3.00%        7.26      21.73        43.29       85.95
 15       3.00%        6.87      20.56        40.96       81.33
 16       3.00%        6.53      19.54        38.93       77.29
 17       3.00%        6.23      18.64        37.14       73.74
 18       3.00%        5.96      17.84        35.56       70.59
 19       3.00%        5.73      17.13        34.14       67.78
 20       3.00%        5.51      16.50        32.87       65.26
 21       3.00%        5.32      15.92        31.72       62.98
 22       3.00%        5.15      15.40        30.68       60.92
 23       3.00%        4.99      14.92        29.74       59.04
 24       3.00%        4.84      14.49        28.88       57.33
 25       3.00%        4.71      14.09        28.08       55.76
 26       3.00%        4.59      13.73        27.36       54.31
 27       3.00%        4.47      13.39        26.68       52.97
 28       3.00%        4.37      13.08        26.06       51.74
 29       3.00%        4.27      12.79        25.49       50.60
 30       3.00%        4.18      12.52        24.95       49.53
- ----------------------------------------------------------------
</TABLE>

                                       30

<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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


<TABLE>
<CAPTION>
- ----------------------------------------------------
         MONTHLY   QUARTERLY  SEMI-ANNUAL  ANNUAL
YEARS    PAYMENT    PAYMENT     PAYMENT    PAYMENT
- ----------------------------------------------------
<S>      <C>       <C>        <C>          <C> 
 3       $29.19      $87.33    $173.91      $344.86
 4        22.27       66.61     132.65       263.04
 5        18.12       54.19     107.92       213.99
 6        15.35       45.92      91.44       181.32
 7        13.38       40.01      79.69       158.01
 8        11.90       35.59      70.88       140.56
 9        10.75       32.16      64.05       127.00
 10        9.83       29.42      58.59       116.18
 11        9.09       27.18      54.13       107.34
 12        8.46       25.32      50.42        99.98
 13        7.94       23.75      47.29        93.78
 14        7.49       22.40      44.62        88.47
 15        7.10       21.24      42.31        83.89
 16        6.76       20.23      40.29        79.89
 17        6.47       19.34      38.51        76.37
 18        6.20       18.55      36.94        73.25
 19        5.97       17.85      35.54        70.47
 20        5.75       17.22      34.28        67.98
 21        5.56       16.65      33.15        65.74
 22        5.39       16.13      32.13        63.70
 23        5.24       15.66      31.19        61.85
 24        5.09       15.24      30.34        60.17
 25        4.96       14.85      29.56        58.62
 26        4.84       14.49      28.85        57.20
 27        4.73       14.15      28.19        55.90
 28        4.63       13.85      27.58        54.69
 29        4.53       13.57      27.02        53.57
 30        4.45       13.30      26.49        52.53
- ----------------------------------------------------
</TABLE>

                                       31

<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
            MONTHLY            QUARTERLY           SEMI-ANNUAL          ANNUAL
YEARS       PAYMENT             PAYMENT              PAYMENT            PAYMENT
- --------------------------------------------------------------------------------
<S>        <C>                 <C>                 <C>                  <C>
3          $29.80               $89.04             $176.99             $349.72
4           22.89                68.38              135.93              268.58 
5           18.74                56.00              111.33              219.98 
6           15.99                47.77               94.96              187.64
7           14.02                41.90               83.30              164.59
8           12.56                37.52               74.58              147.35
9           11.42                34.11               67.81              133.99
10          10.51                31.40               62.42              123.34
11          9.77                 29.19               58.03              114.66
12          9.16                 27.36               54.38              107.45
13          8.64                 25.81               51.31              101.39
14          8.20                 24.50               48.69               96.21
15          7.82                 23.36               46.44               91.75
16          7.49                 22.37               44.47               87.88
17          7.20                 21.51               42.75               84.48
18          6.94                 20.74               41.23               81.47
19          6.71                 20.06               39.88               78.80
20          6.51                 19.46               38.68               76.42
21          6.33                 18.91               37.59               74.28
22          6.17                 18.42               36.62               72.35
23          6.02                 17.98               35.73               70.61
24          5.88                 17.57               34.93               69.02
25          5.76                 17.20               34.20               67.57
26          5.65                 16.87               33.53               66.25
27          5.54                 16.56               32.92               65.04
28          5.45                 16.28               32.35               63.93
29          5.36                 16.01               31.83               62.90
30          5.28                 15.77               31.35               61.95
- --------------------------------------------------------------------------------
</TABLE>

                                       32

<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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


                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
ADJUSTED
 AGE OF     NONE          60          120          180          240
ANNUITANT
- ---------------------------------------------------------------------
<S>        <C>          <C>          <C>          <C>          <C>
50         $4.05        $4.05        $4.03        $3.99        $3.93 
51          4.12         4.11         4.09         4.05         3.99 
52          4.19         4.19         4.16         4.11         4.04 
53          4.27         4.26         4.23         4.18         4.10 
54          4.35         4.34         4.31         4.25         4.16 

55          4.44         4.42         4.39         4.32         4.22 
56          4.53         4.51         4.47         4.40         4.29 
57          4.62         4.61         4.56         4.48         4.35 
58          4.72         4.71         4.65         4.56         4.42 
59          4.83         4.81         4.75         4.64         4.49 

60          4.95         4.93         4.86         4.73         4.55 
61          5.07         5.05         4.97         4.83         4.62 
62          5.20         5.17         5.08         4.92         4.69 
63          5.34         5.31         5.20         5.02         4.76 
64          5.49         5.45         5.33         5.12         4.83 

65          5.65         5.61         5.47         5.22         4.89 
66          5.82         5.77         5.61         5.33         4.96 
67          6.01         5.94         5.75         5.44         5.02 
68          6.20         6.13         5.91         5.54         5.08 
69          6.41         6.33         6.07         5.65         5.14 

70          6.64         6.54         6.23         5.76         5.19 
71          6.88         6.76         6.41         5.86         5.24 
72          7.14         7.00         6.59         5.97         5.28 
73          7.43         7.26         6.77         6.06         5.32 
74          7.73         7.53         6.96         6.16         5.35 

75          8.06         7.82         7.14         6.25         5.38 
- ---------------------------------------------------------------------
</TABLE>

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

                                       33

<PAGE>

                                    OPTION 3

                                  LIFE INCOME

                  AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                  AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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


                 PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
ADJUSTED
 AGE OF    NONE           60          120          180          240
ANNUITANT
- ---------------------------------------------------------------------
<S>     <C>             <C>          <C>           <C>         <C>
50      $4.34           $4.34        $4.31         $4.27       $4.22 
51       4.41            4.40         4.38          4.33        4.27 
52       4.48            4.47         4.45          4.40        4.32 
53       4.56            4.55         4.52          4.46        4.38 
54       4.64            4.63         4.59          4.53        4.44 

55       4.72            4.71         4.67          4.60        4.50 
56       4.81            4.80         4.75          4.67        4.56 
57       4.91            4.89         4.84          4.75        4.62 
58       5.01            4.99         4.93          4.83        4.69 
59       5.12            5.10         5.03          4.92        4.75 

60       5.23            5.21         5.13          5.00        4.82 
61       5.36            5.33         5.24          5.09        4.88 
62       5.49            5.45         5.35          5.19        4.95 
63       5.63            5.59         5.47          5.28        5.02 
64       5.78            5.73         5.60          5.38        5.08 

65       5.94            5.89         5.73          5.48        5.15 
66       6.11            6.05         5.87          5.58        5.21 
67       6.29            6.22         6.02          5.69        5.27 
68       6.49            6.41         6.17          5.79        5.33 
69       6.70            6.60         6.33          5.90        5.38 

70       6.92            6.81         6.49          6.00        5.43 
71       7.17            7.04         6.66          6.10        5.48 
72       7.43            7.27         6.84          6.20        5.52 
73       7.71            7.53         7.02          6.30        5.55 
74       8.02            7.80         7.20          6.39        5.59 

75       8.35            8.08         7.38          6.48        5.62 
- ---------------------------------------------------------------------

</TABLE>
Rates are based on mortality from 1983 Table a. The rates do not differ by sex.
   Rates for ages not shown will be provided on request and will be computed
           on a basis consistent with the rates in the above tables.

                                        34
<PAGE>
                                     OPTION 3

                                    Life Income

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                     PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
ADJUSTED
 AGE OF     NONE          60          120          180          240
ANNUITANT
- ---------------------------------------------------------------------
<S>        <C>          <C>          <C>          <C>          <C>
50         $5.26        $5.25        $5.22         $5.17        $5.11 
51          5.33         5.32         5.28          5.23         5.15 
52          5.40         5.38         5.34          5.29         5.20 
53          5.47         5.45         5.41          5.35         5.26 
54          5.54         5.53         5.48          5.41         5.31 

55          5.63         5.61         5.56          5.47         5.36 
56          5.71         5.69         5.63          5.54         5.42 
57          5.80         5.78         5.72          5.61         5.47 
58          5.90         5.88         5.81          5.69         5.53 
59          6.01         5.98         5.90          5.77         5.59 

60          6.12         6.09         6.00          5.85         5.65 
61          6.24         6.21         6.10          5.93         5.71 
62          6.37         6.33         6.21          6.02         5.77 
63          6.51         6.46         6.33          6.11         5.83 
64          6.66         6.60         6.45          6.20         5.89 

65          6.82         6.75         6.57          6.30         5.95 
66          6.99         6.91         6.71          6.39         6.01 
67          7.17         7.08         6.85          6.49         6.06 
68          7.36         7.27         6.99          6.59         6.12 
69          7.57         7.46         7.15          6.69         6.17 

70          7.80         7.67         7.30          6.78         6.21 
71          8.05         7.89         7.47          6.88         6.25 
72          8.31         8.13         7.64          6.97         6.29 
73          8.59         8.38         7.81          7.06         6.33 
74          8.90         8.64         7.99          7.15         6.36 

75          9.23         8.93         8.16          7.23         6.38 
- ---------------------------------------------------------------------

</TABLE>

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

                                             35
<PAGE>
                                          OPTION 4

                                LIFE INCOME FOR TWO PAYEES

                     AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                     AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

           Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.0%
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------

      ADJUSTED AGES 
- ---------------------
               SECOND
ANNUITANT    ANNUITANT     OPTION 4a    OPTION 4b   OPTION 4c   OPTION 4d  OPTION 4e
- -------------------------------------------------------------------------------------
<S>          <C>           <C>          <C>         <C>         <C>        <C>
55           50            $3.69        $4.05       $4.27       $3.69      $4.03 
55           55             3.88         4.25        4.47        3.87       4.14 
55           60             4.06         4.47        4.71        4.06       4.20 

60           55             3.99         4.44        4.71        3.98       4.42 
60           60             4.24         4.71        4.99        4.23       4.57 
60           65             4.49         5.01        5.32        4.48       4.64 

65           60             4.38         4.97        5.32        4.38       4.93 
65           65             4.72         5.33        5.70        4.71       5.14 
65           70             5.07         5.75        6.17        5.05       5.26 

70           65             4.93         5.68        6.15        4.91       5.66 
70           70             5.40         6.21        6.70        5.36       5.96 
70           75             5.89         6.82        7.40        5.81       6.12 

75           70             5.69         6.68        7.32        5.62       6.67 
75           75             6.37         7.45        8.15        6.23       7.12 
75           80             7.07         8.34        9.16        6.78       7.36 
- -------------------------------------------------------------------------------------

</TABLE>

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

                                               36
<PAGE>
                                          OPTION 4

                                LIFE INCOME FOR TWO PAYEES

                     AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                     AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

              Rates for a Fixed Annuity with Guaranteed Interest Rate of 3.5%



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------

      ADJUSTED AGES 
- ---------------------
               SECOND
ANNUITANT    ANNUITANT     OPTION 4a    OPTION 4b   OPTION 4c   OPTION 4d  OPTION 4e
- -------------------------------------------------------------------------------------
<S>          <C>           <C>          <C>         <C>         <C>        <C>
55           50            $3.97        $4.35       $4.56       $3.97      $4.31 
55           55             4.16         4.54        4.76        4.15       4.42 
55           60             4.27         4.73        5.00        4.26       4.48 

60           55             4.27         4.73        5.00        4.26       4.70 
60           60             4.51         4.99        5.27        4.50       4.84 
60           65             4.66         5.25        5.61        4.65       4.93 

65           60             4.66         5.25        5.61        4.65       5.22 
65           65             4.99         5.61        5.99        4.98       5.42 
65           70             5.19         5.97        6.44        5.17       5.54 

70           65             5.19         5.97        6.44        5.17       5.93 
70           70             5.67         6.49        6.99        5.62       6.23 
70           75             5.95         6.96        7.61        5.87       6.40 

75           70             5.95         6.96        7.61        5.87       6.95 
75           75             6.64         7.73        8.43        6.48       7.40 
75           80             7.04         8.39        9.29        6.79       7.64 
- -------------------------------------------------------------------------------------

</TABLE>


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

                                             37
<PAGE>
                                          OPTION 4

                                LIFE INCOME FOR TWO PAYEES

                     AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                     AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

            Rates for a Fixed Annuity with Guaranteed Interest Rate of 5.0%



<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------

      ADJUSTED AGES 
- ---------------------
               SECOND
ANNUITANT    ANNUITANT     OPTION 4a    OPTION 4b   OPTION 4c   OPTION 4d  OPTION 4e
- -------------------------------------------------------------------------------------
<S>          <C>         <C>            <C>         <C>         <C>        <C>
55           50          $4.88           $5.26       $5.48      $4.88      $5.23 
55           55           5.04            5.44        5.66       5.04       5.32 
55           60           5.15            5.63        5.91       5.14       5.38 

60           55           5.15            5.63        5.91       5.14       5.59 
60           60           5.37            5.87        6.16       5.37       5.72 
60           65           5.52            6.14        6.51       5.51       5.80 

65           60           5.52            6.14        6.51       5.51       6.10 
65           65           5.83            6.49        6.87       5.82       6.29 
65           70           6.04            6.84        7.34       6.00       6.41 

70           65           6.04            6.84        7.34       6.00       6.81 
70           70           6.49            7.35        7.87       6.44       7.08 
70           75           6.77            7.84        8.51       6.68       7.25 

75           70           6.77            7.84        8.51       6.68       7.81 
75           75           7.45            8.60        9.33       7.27       8.25 
75           80           7.86            9.28       10.20       7.57       8.49 
- -------------------------------------------------------------------------------------

</TABLE>

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

                                           38
<PAGE>



                       AETNA LIFE INSURANCE AND ANNUITY COMPANY 
                          HOME OFFICE:  151 Farmington Avenue 
                               Hartford, Connecticut  06156 
                                     (800) 525-4225 
 
 
 
                          Group Combination Annuity Contract 
                                     Nonparticipating 
 
 
 
ALL PAYMENTS AND VALUES PROVIDED BY THE  GROUP ANNUITY CONTRACT, WHEN  BASED ON
INVESTMENT  EXPERIENCE OF A   SEPARATE  ACCOUNT,    ARE VARIABLE  AND  ARE  NOT
GUARANTEED AS TO  FIXED DOLLAR AMOUNT.  THIS CONTRACT  CONTAINS A MARKET  VALUE
ADJUSTMENT  FORMULA.   APPLICATION OF A MARKET VALUE  ADJUSTMENT  MAY RESULT IN
EITHER  AN  INCREASE  OR  DECREASE   IN  THE  CURRENT  VALUE.  THE MARKET VALUE
ADJUSTMENT   FORMULA   DOES  NOT  APPLY TO A GUARANTEED TERM AT THE TIME OF ITS
MATURITY. 

<PAGE>
                    ------------------------------------------------------------
[LOGO]              AETNA LIFE INSURANCE AND ANNUITY COMPANY
                    HOME OFFICE:  151 Farmington Avenue
                    Hartford, Connecticut  06156
                    (800) 525-4225

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

                    Aetna Life Insurance and Annuity Company, herein called
                    Aetna, agrees to pay the benefits stated in the Contract.
- --------------------------------------------------------------------------------
CERTIFICATE OF      To the Certificate Holder:
GROUP ANNUITY
COVERAGE            Aetna certifies that coverage is in force for you under the
                    stated Group Annuity Contract and Certificate numbers.  All
                    data shown here is taken from Aetna records and is based
                    upon information furnished by you.

                    This Certificate is a summary of the Group Annuity Contract
                    provisions.  It replaces any and all prior certificates,
                    riders, or amendments issued to you under the stated
                    Contract and Certificate numbers.  This Certificate is for
                    information only and is not a part of the Contract.

                    THE VARIABLE FEATURES OF THE GROUP CONTRACT ARE DESCRIBED IN
                    PARTS III AND V.
- --------------------------------------------------------------------------------
RIGHT TO            You may cancel this Certificate within 10 days of receiving
CANCEL              it by returning this Certificate along with a written notice
                    to Aetna at the above address or to the agent from whom it
                    was purchased.  Within 7 days after it receives the notice
                    of cancellation and this Certificate at its Home Office,
                    Aetna will return the entire consideration paid plus any
                    increase or minus any decrease in the current value of any
                    funds allocated to the Separate Account.

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

- ------------------------------------------------------------------------------
Contract Holder                                   Group Annuity Contract No.
 ORP PENSION NJ                                     VF0705
- -------------------------------------------------------------------------------
Your Name                                         Certificate No.
 MORTIMER SNERD                                   9810351100705ER
- -------------------------------------------------------------------------------
Type of Plan
 OPTIONAL RETIREMENT PRODUCT
- -------------------------------------------------------------------------------
The underlying group combination annuity contract is delivered in     NEW JERSEY
and is subject to the laws of that jurisdiction.


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

   
                           FORM NO. GTCC-95 (ORP)
    
<PAGE>

SPECIFICATIONS
- --------------------------------------------------------------------------------
GUARANTEED               There are guaranteed interest rates for amounts held in
INTEREST RATE            the Fixed Plus Account and the GA Account. (See
                         Certificate Schedule I).

- -------------------------------------------------------------------------------
DEDUCTIONS FROM          There will be deductions for mortality and expense
THE SEPARATE             risks and asset based sales charge and administrative
ACCOUNT                  fees. (See 3.05 and 5.08)

- -------------------------------------------------------------------------------
DEDUCTION FROM           Contribution(s) are subject to a deduction for premium
CONTRIBUTION(S)          taxes, if any.  (See 3.01.)


                                        2
<PAGE>

                               CONTRACT SCHEDULE I
                               ACCUMULATION PERIOD
SEPARATE ACCOUNT
- -------------------------------------------------------------------------------

SEPARATE ACCOUNT:             Variable Annuity Account C

CHARGES TO SEPARATE           A daily charge is deducted from any portion of the
ACCOUNT:                      Current Value allocated to the Separate Account.  
                              The daily charge is at an annual effective rate of
                              1.40% for Annuity mortality and expense risks, 
                              asset based sales charge and profit and a daily 
                              administrative charge which will not exceed 0.25% 
                              on an annual basis.

FIXED PLUS ACCOUNT
- -------------------------------------------------------------------------------

MINIMUM GUARANTEED            3% (effective annual rate of return).
INTEREST RATE:
                              Beginning on the tenth anniversary of the
                              effective date of an Individual Account, Aetna
                              will credit amounts with an interest rate that is
                              0.25% higher than the then-declared interest rate
                              for Individual Accounts before the tenth
                              anniversary.

PARTIAL WITHDRAWAL:           The 20% limit applicable to partial withdrawal
                              from the Fixed Plus Account will be waived when
                              the withdrawal is:

                              (a)  due to the Participant's death, (within six
                                   (6) months of the Participant's date of
                                   death), before Annuity payments begin.  This
                                   partial withdrawal may only be exercised
                                   once; or

                              (b)  used to purchase Annuity benefits.

GUARANTEED ACCUMULATION (GA ACCOUNT)
- --------------------------------------------------------------------------------

MINIMUM GUARANTEED            3% (effective annual rate of return).
INTEREST RATE:

                                        i
<PAGE>

                               CONTRACT SCHEDULE I
                          ACCUMULATION PERIOD (CONT'D)

SEPARATE ACCOUNT, FIXED PLUS ACCOUNT AND GA ACCOUNT
- ------------------------------------------------------------------------------

TRANSFERS:                    An unlimited number of Transfers may be made
                              during the Accumulation Period.  Aetna allows 12
                              free Transfers in any calendar year.  Thereafter,
                              Aetna reserves the right to charge $10 for each
                              subsequent Transfer.

SYSTEMATIC WITHDRAWAL         The Specified Payment may not be greater than 20%
OPTION (SWO):                 of the Individual Account's Current Value at the
                              time of election.

                              The Specified Period may not be less than five
                              years.

                              The Specified Percentage may not be greater than
                              20%.

See Section 1. - DEFINITIONS for explanations.


                                       ii
<PAGE>

                              CONTRACT SCHEDULE II
                                 ANNUITY PERIOD

SEPARATE ACCOUNT
- -------------------------------------------------------------------------------

CHARGES TO SEPARATE           A daily charge at an annual effective rate of
ACCOUNT:                      1.25% for Annuity mortality and expense risks.
                              The administrative charge is established upon
                              election of an Annuity option.  This charge will
                              not exceed 0.25%.

VARIABLE ANNUITY ASSUMED      If a Variable Annuity is chosen, an assumed annual
ANNUAL NET RETURN RATE:       net return rate of 5.0% may be elected.  If 5.0%
                              is not elected, Aetna will use an assumed annual
                              net return rate of 3.5%.

                              The assumed annual net return rate factor for 3.5%
                              per year is 0.9999058.

                              The assumed annual net return rate factor for 5.0%
                              per year is 0.9998663.

                              If the portion of a Variable Annuity payment for
                              any Fund is not to decrease, the Annuity return
                              factor under the Separate Account for that Fund
                              must be:

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

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

ANNUITY OPTION:               Under the option "Payments for a Stated Period of
                              Time":

                              For amounts invested in the GA Account or one or
                              more of the Fund(s), the number of years must be
                              at least five (5) and not more than thirty (30)
                              and the Annuity may be a Fixed or Variable
                              Annuity.

                              For amounts invested in the Fixed Plus Account,
                              the number of years must be at least five (5) and
                              not more than thirty (30) and the Annuity must be
                              a Fixed Annuity.


FIXED ANNUITY
- -------------------------------------------------------------------------------

MINIMUM GUARANTEED            3% (effective annual rate of return).
INTEREST RATE:

See Section 1. - DEFINITIONS for explanations.



                                       iii
<PAGE>

                                TABLE OF CONTENT

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

1.01   Accumulation Period . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.02   Adjusted Current Value. . . . . . . . . . . . . . . . . . . . . . . . 6
1.03   Annuitant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.04   Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.05   Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.06   Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.07   Contract Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.08   Contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.09   Current Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.10   Deposit Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.11   Fixed Plus Account. . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.12   Fixed Plus Account Guaranteed Interest Rate . . . . . . . . . . . . . 7
1.13   Fixed Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.14   Fund(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.15   General Account . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.16   Guaranteed Accumulation Account (GA Account). . . . . . . . . . . . . 7
1.17   GA Account Guaranteed Interest Rate . . . . . . . . . . . . . . . . . 7
1.18   Guaranteed Term . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.19   Individual Account. . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.20   Loan Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.21   Market Value Adjustment (MVA) . . . . . . . . . . . . . . . . . . . . 8
1.22   Matured Term Value. . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.23   Matured Term Value Transfer . . . . . . . . . . . . . . . . . . . . . 8
1.24   Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.25   Net Contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.26   Nonunitized Separate Account. . . . . . . . . . . . . . . . . . . . . 8
1.27   Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.28   Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
1.29   Reinvestment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
1.30   Separate Account. . . . . . . . . . . . . . . . . . . . . . . . . . . 9

                                        3
<PAGE>
                                                                            PAGE

1.31   Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.32   Valuation Period. . . . . . . . . . . . . . . . . . . . . . . . . . . .9
1.33   Variable Annuity. . . . . . . . . . . . . . . . . . . . . . . . . . . .9

II.   GENERAL PROVISIONS
- -------------------------------------------------------------------------------
2.01   Change of Contract. . . . . . . . . . . . . . . . . . . . . . . . . . .9
2.02   Change of Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.03   Nonparticipating Contract . . . . . . . . . . . . . . . . . . . . . . 11
2.04   Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.05   State Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.06   Control of Contract . . . . . . . . . . . . . . . . . . . . . . . . . 11
2.07   Misstatements and Adjustments . . . . . . . . . . . . . . . . . . . . 12
2.08   Incontestability. . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.09   Grace Period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.10   Individual Certificates . . . . . . . . . . . . . . . . . . . . . . . 12

III.  CONTRIBUTIONS, CURRENT VALUE, AND WIITHDRAWAL PROVISIONS
- -------------------------------------------------------------------------------
3.01   Net Contribution(s) . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.02   Experience Credits. . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.03   Fund Record Units . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.04   Fund Record Unit Value. . . . . . . . . . . . . . . . . . . . . . . . 13
3.05   Fund Net Return Factors . . . . . . . . . . . . . . . . . . . . . . . 13
3.06   Market Value Adjustment . . . . . . . . . . . . . . . . . . . . . . . 13
3.07   Transfer(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.08   Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.09   Notice to the Participant . . . . . . . . . . . . . . . . . . . . . . 18
3.10   Manner and Timing of Distributions. . . . . . . . . . . . . . . . . . 19
3.11   Withdrawal. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.12   Partial Withdrawal from the Fixed Plus Account. . . . . . . . . . . . 20
3.13   Payment of Fixed Plus Account Full Withdrawal . . . . . . . . . . . . 20
3.14   Alternative Payment of Fixed Plus Account Full Withdrawal . . . . . . 20


                                        4
<PAGE>

                                                                           PAGE

3.15   Payment of Minimum Current Value. . . . . . . . . . . . . . . . . . . 21
3.16   Amount Payable at Death (Before Annuity Payments Start) . . . . . . . 21
3.17   Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

IV.  NON-ANNUITY DISTRIBUTION OPTIONS
- -------------------------------------------------------------------------------

4.01   Distribution Options. . . . . . . . . . . . . . . . . . . . . . . . .22
4.02   Estate Conservation Option. . . . . . . . . . . . . . . . . . . . . .22
4.03   Systematic Withdrawal Option. . . . . . . . . . . . . . . . . . . . .23

V.  ANNUITY PROVISIONS
- -------------------------------------------------------------------------------

5.01   Choices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
5.02   Terms of Annuity Options. . . . . . . . . . . . . . . . . . . . . . .26
5.03   Death Provision . . . . . . . . . . . . . . . . . . . . . . . . . . .27
5.04   Fund Annuity Units. . . . . . . . . . . . . . . . . . . . . . . . . .27
5.05   Fund Annuity Unit Value . . . . . . . . . . . . . . . . . . . . . . .28
5.06   Fund Annuity Net Return Factor. . . . . . . . . . . . . . . . . . . .28
5.07   Annuity Options . . . . . . . . . . . . . . . . . . . . . . . . . . .28


                                        5

<PAGE>

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

1.01 ACCUMULATION PERIOD:     The period during which Net Contribution(s) are
                              applied to an Individual Account.

1.02 ADJUSTED CURRENT         The Current Value (See 1.09) of an Individual
                              Account (See 1.19) plus or minus any applicable
                              aggregate GA Account Market Value Adjustment, if
                              applicable (See 3.06).

1.03 ANNUITANT:               If an Annuity provides lifetime benefits, the
                              person whose life expectancy determines the amount
                              and/or duration of Annuity benefit payments.

1.04 ANNUITY:                 Payment of an income under the Annuity Provisions
                              of Section V:

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

1.05 BENEFICIARY:             Each Participant shall name the beneficiary of the
                              Employer and Employee Account.  Aetna will pay any
                              portion of the Individual Account(s) Current Value
                              to the beneficiary in accordance with the
                              provisions of Section 3.16.

1.06 CODE:                    The Internal Revenue Code of 1986, as amended.

1.07 CONTRACT HOLDER:         The entity, named on the cover of the Contract, to
                              which the Contract is issued.

1.08 CONTRIBUTION:            A payment received at Aetna's Home Office and
                              allocated to the Contract.

1.09 CURRENT VALUE:           For an Individual Account (See 1.19), the Current
                              Value is the total of:

                              (a)  The amount, if any, in the Fixed Plus
                                   Account, with interest earned to date;
                              (b)  The amount, if any, in the GA Account, with
                                   interest earned to date; and
                              (c)  The value of all Fund record units (See
                                   3.04), if any, as of the most recent
                                   Valuation Period.

1.10 DEPOSIT PERIOD:          A calendar month, a calendar quarter, or any other
                              period of time specified by Aetna during which Net
                              Contribution(s), Transfers and Reinvestments are
                              accepted into the GA Account for one or more
                              Guaranteed Terms.

1.11 FIXED PLUS ACCOUNT:      An accumulation option with a guaranteed minimum
                              interest rate.  Aetna may credit a higher rate
                              which is not guaranteed.  The portion that may be
                              withdrawn or transferred in a 12 month period is
                              restricted (See 3.07, 3.12 and 3.13).


                                        6
<PAGE>


1.12 FIXED PLUS ACCOUNT       Aetna will add interest daily at an annual rate no
     GUARANTEED INTEREST      less than that shown on Contract Schedule I on any
     RATE:                    Net Contribution(s) to the Fixed Plus Account.
                              Aetna may add interest daily at a higher rate
                              determined by its Board of Directors.

1.13 FIXED ANNUITY:           An Annuity with payments that do not vary in
                              amount.

1.14 FUND(S):                 The open-end registered management investment
                              companies (mutual funds) in which the Separate
                              Account invests.

1.15 GENERAL ACCOUNT:         The account holding the assets of Aetna, other
                              than those assets held in Aetna's Separate
                              Account(s) and Nonunitized Separate Account(s).

1.16 GUARANTEED ACCUMULATION  An accumulation option where Aetna guarantees
     ACCOUNT (GA ACCOUNT):    stipulated rate(s) of interest for a specified
                              period of time.  All assets of Aetna, including
                              amounts in the Nonunitized Separate Account, are
                              available to meet the guarantees for the GA
                              Account.

1.17 GA ACCOUNT GUARANTEED    Aetna will declare the interest rate(s) applicable
     INTEREST RATE:           to a specific Guaranteed Term at the start of the
                              Deposit Period for that Guaranteed Term.  The
                              rate(s) are guaranteed by Aetna for that Deposit
                              Period and the ensuing Guaranteed Term.  The
                              Guaranteed Interest Rates are annual effective
                              yields.  That is, interest is credited daily at a
                              rate that will produce the Guaranteed Interest
                              Rate over the period of a year.  No Guaranteed
                              Interest Rate will ever be less than the Minimum
                              Guaranteed Interest Rate shown on Contract
                              Schedule I.

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

1.18 GUARANTEED TERM:         The period of time for which GA Account Guaranteed
                              Interest Rates are guaranteed on Net
                              Contributions, Transfers and Reinvestments made
                              into a current Deposit Period for the GA Account.
                              Such period begins on the day following the close
                              of the Deposit Period and ends on the designated
                              Maturity Date.  Guaranteed Terms are offered at
                              Aetna's discretion for various lengths of time
                              ranging up to and including ten years and are
                              classified as follows:

                              SHORT-TERM. Three (3) or fewer years.  Amounts
                              allocated to a short-term Term are held in the
                              General Account.

                              LONG-TERM.  More than three (3) years, but not
                              more than ten (10).  Amounts allocated to a long-
                              term Term are held in the Nonunitized Separate
                              Account.

                              During a Deposit Period, Aetna may make available
                              any number of Guaranteed Terms.  The Participant
                              may allocate Net Contributions and Transfers into
                              any or all of the available Guaranteed Terms.

                                        7
<PAGE>

1.19 INDIVIDUAL ACCOUNT:      This Contract is issued to the Contract Holder.
                              However, Aetna will maintain two Individual
                              Accounts for each Participant.  These are:

                              (a)  An Employer Account:  This Individual Account
                                   will be credited with employer Net
                                   Contribution(s) and transferred amounts of
                                   401(a) funds, attributable to employer
                                   contributions; and

                              (b)  An Employee Account:  This Individual Account
                                   will be credited with employee Net
                                   Contribution(s), specifically amounts subject
                                   to Code Section 414(h) and transferred
                                   amounts of 401(a) funds, attributable to
                                   414(h) contributions.

1.20 LOAN ACCOUNT:            An account established for record keeping purposes
                              and credited with the amount on any loan.

1.21 MARKET VALUE ADJUSTMENT  An adjustment to the amount withdrawn or
     (MVA):                   Transferred from a GA Account Guaranteed Term
                              prior to the end of that Guaranteed Term.  The
                              adjustment reflects the change in the value of the
                              investment due to changes in interest rates since
                              the date of deposit and is computed using the
                              formula given in 3.06.  The adjustment is
                              expressed as a percentage of each dollar being
                              withdrawn.

1.22 MATURED TERM VALUE:      The amount payable on a GA Account Guaranteed
                              Term's Maturity Date.

1.23 MATURED TERM VALUE       During the calendar month following a GA Account
     TRANSFER:                Maturity Date, the Participant may notify Aetna's
                              Home Office in writing to Transfer or withdraw all
                              or part of the Matured Term Value, plus interest
                              at the new Guaranteed Rate accrued thereon, from
                              the GA Account without an MVA.  This provision
                              only applies to the first such written request
                              received from the Participant during this period
                              for any Matured Term Value.

1.24 MATURITY DATE:           The last day of a GA Account Guaranteed Term.

1.25 NET CONTRIBUTION:        A Contribution less any applicable premium taxes.

1.26 NONUNITIZED SEPARATE     An account established by Aetna under Section
     ACCOUNT:                 38a-433 of the Connecticut General Statutes that
                              holds assets for GA Account Terms (See 1.18)
                              greater than three years.  The Contract Holder or
                              Participant does not participate in the investment
                              gain or loss from the assets held in the
                              Nonunitized Separate Account.  Such gain or loss
                              is borne entirely by Aetna.  Assets in this
                              account may be charged with liabilities arising
                              out of any other Aetna business.

1.27 PARTICIPANT:             A person who participates in the Plan named on the
                              cover of the Contract.

1.28 PLAN:                    The Plan intended to qualify under Section 401(a)
                              of the Code and named on the cover of the
                              Contract.  The Plan is not a part of the Contract
                              and Aetna is not bound by its terms.


                                        8
<PAGE>

1.29 REINVESTMENT:            Aetna will mail a notice to the Participant at
                              least 18 calendar days before a Guaranteed Term's
                              Maturity Date.  This notice will contain the Terms
                              available during the current Deposit Periods with
                              their Guaranteed Interest Rate(s) and projected
                              Matured Term Value.  If no specific direction is
                              given by the Participant 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 in the same
                              classification.  If no shorter Guaranteed Term is
                              available, the next longer Guaranteed Term will be
                              used.  Aetna will mail a confirmation statement to
                              the Participant, the next business day after the
                              Maturity Date.  This notice will state the
                              Guaranteed Term and Guaranteed Interest Rate(s)
                              which will apply to the reinvested Matured Term
                              Value.

1.30 SEPARATE ACCOUNT:        An account, established by Aetna under Section
                              38a-433 of the Connecticut General Statutes, that
                              buys and holds shares of the Fund(s) available
                              under the Contract.  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 of such amounts.  Amounts in the Separate
                              Account are not generally guaranteed and are held
                              at market value.  The assets of the Separate
                              Account, to the extent of reserves and other
                              contract liabilities of the Account, cannot be
                              charged with other Aetna liabilities.

1.31 TRANSFER:                The movement of invested amounts among the
                              available Fund(s); the Fixed Plus Account and the
                              GA Account during the Accumulation Period.

1.32 VALUATION PERIOD:        The period as of 4:15 p.m. Eastern time on each
                              day the New York Stock Exchange is open for
                              business to 4:15 p.m. Eastern time of the next
                              such business day, or such other day that one or
                              more of the Fund(s) determines its net asset
                              value.


1.33 VARIABLE ANNUITY:        An Annuity with payments that vary with the net
                              investment results of the Funds available during
                              the Annuity period.


II.  GENERAL PROVISIONS
- -------------------------------------------------------------------------------

2.01 CHANGE OF CONTRACT:      (a)  Only an authorized Aetna officer can change
                                   the provisions of the Contract and the change
                                   must be in writing.

                              (b)  Aetna cannot change the amount or terms of
                                   Annuity benefit payments after payment has
                                   commenced.

                              (c)  Aetna may change the following provisions
                                   without Contract Holder consent.

                                   (1)  Any provision that must be changed to
                                        comply with state or federal law


                                        9
<PAGE>

2.01 CHANGE OF CONTRACT            (2)  Calculation of the Market Value
     (CONT'D):                          Adjustment
                                   (3)  Estate Conservation Option
                                   (4)  Systematic Withdrawal Option
                                   (5)  Allocation of Contributions or Transfers
                                        to the Fixed Plus Account
                                   (6)  New Annuity Options

                                   Aetna will notify the Contract Holder, in
                                   writing, at least thirty (30) days before the
                                   effective date of the change.  Such a change
                                   will apply to all current and future
                                   Individual Accounts.

                              (d)  Aetna may change the Tables for determining
                                   the amount of Annuity benefit payments
                                   without Contract Holder consent.  Such a
                                   change will not become effective earlier than
                                   twelve months after (1) the effective date of
                                   the Contract, or (2) the effective date of a
                                   previous change.  Aetna will notify the
                                   Contract Holder, in writing, at least thirty
                                   (30) days before the effective date of the
                                   change.  The change will apply to all current
                                   and future Individual Accounts.

                              (e)  The Contract Holder must agree to any change
                                   in provisions concerning the following:

                                   (1)  A reduction in the GA Account Minimum
                                        Guaranteed Interest Rate
                                   (2)  A reduction in the Fixed Plus Account
                                        Minimum Guaranteed Interest Rate
                                   (3)  Fund Accumulation Period Net Return
                                        Factor
                                   (4)  Current Value
                                   (5)  Annuity Unit Value
                                   (6)  Existing Annuity Options
                                   (7)  Fixed Annuity Minimum Guaranteed
                                        Interest Rates

                                   Aetna will notify the Contract Holder, in
                                   writing, at least thirty (30) days before the
                                   effective date of the proposed change.  Such
                                   a change will apply to future Individual
                                   Accounts.

                                   If the Contract Holder does not agree to a
                                   proposed change, Aetna reserves the right to:
                                   (1) discontinue establishing new Individual
                                   Accounts; and (2) discontinue accepting
                                   Contributions to existing Individual
                                   Accounts.

2.02 CHANGE OF FUND:          Aetna, or the Separate Account, may:

                              (a)  Change the Fund(s) in which the Separate
                                   Account invests; and/or

                              (b)  Replace the shares of any Fund(s) held in the
                                   Separate Account with shares of any other
                                   Fund(s).

                              Changes must be:

                              (a)  Approved by a majority vote in the Separate
                                   Account with respect to the Fund(s) whose
                                   shares are to be replaced;


                                       10
<PAGE>

2.02 CHANGE OF FUND           (b)  Deemed necessary by Aetna under the
     (CONT'D):                     Investment Company of 1940; or

                              (c)  Deemed necessary by Aetna to accomplish the
                                   purpose of the Separate Account.

                              Aetna will notify the Contract Holder of any such
                              change.

2.03 NONPARTICIPATING         The Contract Holder, Participants, or
     CONTRACT:                Beneficiaries will not have a right to share in
                              the earnings of Aetna.

2.04 PAYMENTS:                (a)  Aetna will make distributions as directed by
                                   the Contract Holder.  Aetna will determine
                                   the amount of payments based on the
                                   Individual Account's Current Value as of the
                                   date on which a request is received in good
                                   order at Aetna's Home Office.  Payments will
                                   be made within seven (7) calendar days of
                                   receipt of a written request in good order at
                                   Aetna's Home Office.

                              (b)  Aetna may defer payments: (1) for a period of
                                   up to six (6) months (unless not allowed by
                                   state law); and (2) as allowed by federal
                                   law.

2.05 STATE LAWS:              The Contract complies with the laws of the state
                              in which it is delivered.  Any cash, death, or
                              Annuity payments are equal to or greater than the
                              minimum required by such laws.  Annuity tables for
                              legal reserve valuation shall be as required by
                              state law.  Such tables may be different from
                              Annuity tables used to determine Annuity payments.

2.06 CONTROL OF CONTRACT:     The Contract is designed to fund a governmental
                              plan which provides for retirement income that is
                              not subject to Title I of the Employee Retirement
                              Income Security Act of 1974 (ERISA), as amended by
                              subsequent law including REA.

                              The Participant may select the investment
                              option(s) for the Employer Account and the
                              Employee Account.  Choices made under the Contract
                              must be in writing or in a form satisfactory to
                              Aetna.  Until receipt of such choices in its Home
                              Office, Aetna may rely on any previous choices
                              made.  No distributions will be made from the
                              Employer Account or the Employee Account without
                              the Contract Holder's written direction to Aetna.

                              (a)  Nontransferable and Nonassignable:  The
                                   Contract and any Individual Accounts are
                                   nontransferable and nonassignable, except to
                                   Aetna in the event of a loan, or pursuant to
                                   a "qualified domestic relations order" as set
                                   forth under the Internal Revenue Code of
                                   1986, as it may be amended from time to time.

                              (b)  Distributions:  A Participant may apply for a
                                   distribution from his or her Employee or
                                   Employer Account.  However, the Contract
                                   Holder must certify in writing that the
                                   distribution is in accordance with the terms
                                   of the Plan.


                                       11

<PAGE>

2.06 CONTROL OF CONTRACT      (c)  Participant Rights/Employee Account: The
     (CONT'D)                      Participant has a nonforfeitable right to the
                                   value of his or her Employee Account pursuant
                                   to the terms of the Plan as interpreted by
                                   the Contract Holder.

                              (d)  Participant Rights/Employer Account: The
                                   Participant has a nonforfeitable right to the
                                   value of his or her Employer Account pursuant
                                   to the terms of, and to the extent of his or
                                   her vested percentage under, the Plan as
                                   interpreted by the Contract Holder.  It is
                                   the Contract Holder's responsibility to
                                   maintain records of the Participant's vesting
                                   percentages.  Aetna will not maintain nor
                                   keep such records.

2.07 MISSTATEMENTS AND        If Aetna finds the age of any payee to be
     ADJUSTMENTS:             misstated, the correct facts will be used to
                              adjust payments.

2.08 INCONTESTABILITY:        Aetna cannot cancel the Contract because of any
                              error of fact on the application.

2.09 GRACE PERIOD:            This Contract will remain in effect even if
                              Contributions are not continued except as provided
                              in 3.15.

2.10 INDIVIDUAL CERTIFICATES: Aetna shall issue certificates to Participants as
                              required by the state in which the Contract is
                              delivered.  The certificate will summarize certain
                              provisions of the Contract.  Certificates are for
                              information only and are not a part of the
                              Contract.


III. CONTRIBUTIONS, CURRENT VALUE, AND WITHDRAWAL PROVISIONS
- -------------------------------------------------------------------------------

3.01 NET CONTRIBUTION(S):     The Net Contribution equals the actual
                              Contribution less any applicable premium tax.
                              Generally, Aetna will deduct the premium tax when
                              Annuity benefits are purchased (See Section V).
                              If Aetna determines that under applicable state
                              law, it must pay a premium tax when the
                              Contribution is received, or at any other time, it
                              will deduct the tax at that time.  The Net
                              Contribution(s) may be allocated among the
                              following investment options:

                              (a)  The Fixed Plus Account; and
                              (b)  The current Deposit Period(s) for Guaranteed
                                   Terms under the GA Account; and
                              (c)  The Fund(s) in which the Separate Account
                                   invests.

                              Aetna must be told the percentage of all Net
                              Contributions to allocate to one or more of the
                              investment options.  Aetna reserves the right to
                              require a minimum Contribution amount per
                              Individual Account.

3.02 EXPERIENCE CREDITS:      Aetna may apply experience credits under this
                              Contract.  Any such credits will be computed as
                              decided by Aetna.


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3.03 FUND RECORD UNITS:       The portion of the Net Contribution(s) applied to
                              each Fund under the Separate Account will
                              determine the number of Fund record units credited
                              to the Individual Account for that Fund.  This
                              number is equal to the Net Contribution applied to
                              the Fund divided by the Fund record unit value
                              (See 3.04) for the Valuation Period in which the
                              Contribution is received in good order.

3.04 FUND RECORD              A Fund record unit value is computed by
     UNIT VALUE:              multiplying the net return Factor (See 3.05) for
                              the current Valuation Period by the Fund record
                              unit value for the previous Period.  The dollar
                              value of a Fund record unit, Separate Account
                              assets, and Variable Annuity payments may go up or
                              down due to investment gain or loss.

3.05 FUND NET                 The net return factor(s) are used to compute all
     RETURN FACTORS:          Separate Account record units for any Fund.  The
                              net return factor for each Fund is equal to
                              1.0000000 plus the net return rate.

                              The net return rate is equal to:

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

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

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

                              (d)  The total value of the Fund record units and
                                   Fund annuity units of the Separate Account at
                                   the start of the Valuation Period; minus

                              (e)  A Separate Account charge at an annual
                                   effective rate as shown on Contract Schedule
                                   I for Annuity mortality and expense risks,
                                   asset based sales charge and profit and a
                                   daily administrative charge which will not
                                   exceed the amount shown on Contract Schedule
                                   I on an annual basis.  The administrative
                                   charge may be changed annually except for
                                   amounts which have been used to purchase an
                                   Annuity.

                              A net return rate may be more or less than 0%.

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

3.06 MARKET VALUE             (a)  An MVA will be applied to any withdrawal from
     ADJUSTMENT:                   a GA Account Term before the Maturity Date
                                   due to:

                                   (1)  A Transfer;
                                   (2)  A full or partial withdrawal; or
                                   (3)  A payment of a premium for Annuity
                                        Option 2.

                              The amount of the withdrawal will be adjusted to a
                              market value amount as described in (b).


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3.06 MARKET VALUE             (b)  Market value adjusted amounts will be equal
     ADJUSTMENT                    to the amount withdrawn multiplied by the
     (CONT'D):                     following ratio:

                                                                x
                                       (1 + i) TO THE POWER OF ---
                                                               365
                                      ----------------------------------------
                                                                 x
                                        (1 + j) TO THE POWER OF ---
                                                                365
                                        Where:
                                             i    is the Deposit Period Yield
                                             j    is the Current Yield
                                             x    is the number of days
                                                  remaining, (computed from
                                                  Wednesday of the week of
                                                  withdrawal) in the Term.

                              (c)  The Deposit Period Yield will be determined
                                   as follows:

                                   (1)  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 Term.

                                   (2)  The Deposit Period Yield is the average
                                        of those yields for the Deposit Period.
                                        If withdrawal is made prior to the close
                                        of the Deposit Period, it is the average
                                        of those yields on each week preceding
                                        withdrawal.

                                   (3)  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.

                                   (4)  In the event that no U.S. Treasury Notes
                                        which mature in the last three months of
                                        the Term exist, Aetna reserves the right
                                        to use the U.S. Treasury Notes that
                                        mature in a following quarter.

                              (d)  Full and partial withdrawals as well as
                                   Transfers made within six (6) months after
                                   the Participant's date of death under the
                                   Amount Payable at Death provision (See 3.16)
                                   will be the greater of:

                                   (1)  The aggregate MVA amount which is the
                                        sum of all market value adjusted amounts
                                        calculated due to a withdrawal of
                                        amounts (for withdrawal or Transfer)
                                        from Terms prior to the end of those
                                        Terms.  The aggregate MVA may be either
                                        positive or negative; or

                                   (2)  The applicable portion of the Current
                                        Value in the GA Account.


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3.06 MARKET VALUE             (e)  After the six month period, the withdrawal or
     ADJUSTMENT                    Transfer will be the aggregate MVA amount
     (CONT'D):                     (i.e.,including all MVAs).

                              (f)  The greater of the aggregate MVA amount or
                                   the applicable portion of the Current Value
                                   in the GA Account is applied to amounts
                                   withdrawn from the GA Account for payment of
                                   a premium under Annuity options 3 or 4.

3.07 TRANSFERS:               Before an Annuity option is elected, all or
                              any portion of the Adjusted Current Value of the
                              Individual Account (subject to the limitations
                              described below) may be transferred from any Fund,
                              the Fixed Plus Account or the GA Account:

                              (a)  To any Fund; or
                              (b)  To the Fixed Plus Account; or
                              (c)  To any Guaranteed Term of the GA Account with
                                   a different classification available in the
                                   Current Deposit Period.

                              Transfer requests can be submitted as a percentage
                              or as a dollar amount.  Aetna may establish a
                              minimum Transfer amount.  Within a Guaranteed Term
                              classification, the amount transferred will be
                              withdrawn from the oldest Deposit Period, then
                              from the next oldest, and so on until the amount
                              requested is satisfied.

                              Amounts applied to Guaranteed Terms of the GA
                              Account may not be transferred to the Funds, the
                              Fixed Plus Account or to another Guaranteed Term
                              during the Deposit Period or 90 days after the
                              close of the Deposit Period except for Matured
                              Term Value(s) during the calendar month following
                              the Term's Maturity Date.

                              Transfers from Guaranteed Terms of the GA Account
                              are subject to the MVA provisions of 3.06.

                              During each rolling twelve (12) month period, up
                              to 20% of the Fixed Plus Account value may be
                              transferred to one or more of the Fund(s), and/or
                              the GA Account's then-current Deposit Period.  The
                              20% limit is reduced by any partial withdrawals,
                              Transfers or amounts taken as a loan or used to
                              purchase an Annuity during the twelve (12) month
                              period.  Aetna reserves the right to include
                              amounts paid under ECO and SWO provisions for
                              purposes of applying this 20% limit.  This limit
                              is waived when the balance in the Fixed Plus
                              Account is $1,000 or less on the date the Transfer
                              request is received in good order at Aetna's Home
                              Office.

                              The Participant may make an unlimited number of
                              Transfers during the Accumulation Period.  The
                              number of free Transfers allowed by Aetna is shown
                              on Contract Schedule I.  Additional Transfers may
                              be subject to a Transfer fee as shown on Contract
                              Schedule I.  Transfers from the GA Account of a
                              Matured Term Value on or within one calendar month
                              of a Term's Maturity Date do not count against the
                              annual Transfer limit.


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3.08 LOANS:                   During the Accumulation Period, the Participant 
                              may request a loan from his or her Individual 
                              Account by submitting a loan request form.  The 
                              loan effective date is the date Aetna receives a
                              loan request form in good order at its Home 
                              Office.

                              A loan will not be allowed within 12 months of the
                              effective date of any prior loan.  The Employee
                              and Employer Accounts Current Value must be at
                              least $2,000 and the minimum loan amount is
                              $1,000.

                              A loan that meets provisions set forth in Code
                              Section 72(p) is not considered a taxable
                              distribution.

                              (a)  The amount available for a loan is
                                   calculated based on the Current Value of the
                                   Employer and Employee Accounts.  The loan
                                   amount is limited to the lesser of:

                                   (1)  50% of the Employee and Employer
                                        Accounts vested Current Value on the
                                        date the loan is made; or

                                   (2)  $50,000 reduced by the amount of the
                                        highest outstanding loan balance during
                                        the preceding 12 month period that ends
                                        the day before the current loan is made.

                                   Loans may only be made from the Employee
                                   Account and the vested portion of the
                                   Employer Account.

                              (b)  When the loan is made, only amounts in
                                   the Funds and Fixed Plus Account may be
                                   withdrawn and transferred to the Loan
                                   Account.  The amounts will be withdrawn in
                                   the same proportion as the Employee Account
                                   and the Employer Account's vested Current
                                   Value are divided between the Fixed Plus
                                   Account and/or Funds on the loan's effective
                                   date.

                                   If the amount of the loan requested would
                                   require the proportionate amount transferred
                                   from the Fixed Plus Account to exceed the
                                   amount that would be allowed under the 20%
                                   limit described in Section 3.07, the
                                   Participant may transfer an additional amount
                                   from the Fixed Plus Account.

                                   The additional amount will be limited and
                                   will never exceed 50% of the Fixed Plus
                                   Account value on the effective date of the
                                   loan, minus any previous partial withdrawal
                                   or Transfer during the 12-month period the
                                   loan becomes effective.  Aetna reserves the
                                   right to change the maximum percentage a
                                   Participant can transfer from the Fixed Plus
                                   Account for the purpose of taking a loan.

                                   If the amount needed to make the loan exceeds
                                   the Fixed Plus Account Transfer limit, the
                                   additional amount will be withdrawn
                                   proportionately from the Funds.


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3.08 LOANS                    (c)  Aetna will record the percentage by
     (CONT'D):                     which any amount withdrawn from the Fixed
                                   Plus Account exceeds the 20% Transfer limit
                                   covered in Section 3.07.  The percentage will
                                   equal the amount transferred from the Fixed
                                   Plus Account that exceeds the 20% withdrawal
                                   limit divided by the total amount of the
                                   loan.  In the event of a loan payment
                                   default, this percentage will be used to
                                   calculate the penalty that would be applied
                                   as described in (h) below.

                              (d)  The loan interest rate will be 5%.

                              (e)  Interest on the Loan Account balance will be
                                   calculated daily at a rate to yield an
                                   effective annual rate of 3%.  Interest will
                                   be credited quarterly based on the loan's
                                   effective date and credited to the Funds
                                   and/or Fixed Plus Account in the same
                                   proportion in which the loan amount was
                                   withdrawn.

                              (f)  Principal and interest on loans is amortized
                                   in quarterly payments over a one to five year
                                   term.  The Participant chooses the number of
                                   years.  An exception applies to loans taken
                                   for the acquisition of the Participant's
                                   principal residence.  Loans for this purpose
                                   can be amortized quarterly over a one to 20
                                   year term, as elected by the Participant.
                                   The Participant must certify in writing that
                                   a loan is for the purchase of a principal
                                   residence.

                                   The term of the loan, elected by the
                                   Participant, must result in full repayment no
                                   later than December 31 of the calendar year
                                   prior to the calendar year in which the
                                   Participant reaches age 70 1/2.

                                   The entire Loan Account balance may be paid
                                   in full at any time.  Aetna will bill the
                                   Participant for any loan interest accrued to
                                   the date the payment is received.  Aetna will
                                   consider the loan paid when the interest
                                   amount is received.

                              (g)  A bill in the amount of the quarterly payment
                                   due will be mailed to the Participant in
                                   advance of the due date.  The first due date
                                   is three months from the loan's effective
                                   date and quarterly thereafter.  A loan
                                   payment will be in default if it is not
                                   received by Aetna at its Home Office by the
                                   due date.

                                   The principal portion of each loan payment
                                   will be credited to the Participant's Fixed
                                   Plus Account and/or the Funds in the same
                                   proportion in which the loan amount was
                                   withdrawn.  The Loan Account will then be
                                   reduced by the principal portion of the
                                   payment.

                              (h)  If a payment is in default, a partial
                                   withdrawal in an amount equal to the payment
                                   due will be deducted from the Individual
                                   Account at the close of business on the due
                                   date.  Payments that are less than the amount
                                   due will be returned and if the full payment
                                   is not received by the due date, the payment
                                   will be in default.


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3.08 LOANS                         The required amount will be withdrawn from
     (Cont'd):                     the Fixed Plus Account and/or the Funds in
                                   the same proportion in which the loan amount
                                   was withdrawn.  This amount will be applied
                                   as a loan payment as set forth in (g) above.
                                   Aetna will report to the IRS the amount
                                   withdrawn to pay the default.

                                   In addition, if the amount withdrawn from the
                                   Fixed Plus Account to make the loan exceeded
                                   the 20% annual withdrawal limitation
                                   described in Section 3.12, a 5% charge will
                                   be assessed on the same percentage of the
                                   defaulted payment.  For example, if 60% of
                                   the amount withdrawn was in excess of the
                                   limit, then 60% of the amount withdrawn for
                                   the defaulted payment will be subject to the
                                   additional 5% charge.

                              (i)  If a Participant makes a payment that is
                                   more than the billed amount, the excess will
                                   be credited to the Fixed Plus Account and/or
                                   the Funds in the same proportion in which the
                                   loan amount was withdrawn.  The Loan Account
                                   will be reduced by the additional amount.  On
                                   the following loan anniversary date, future
                                   payments will be recalculated to reflect the
                                   additional principal payment so that the
                                   outstanding balance is amortized in equal
                                   quarterly payments over the remaining loan
                                   term.

                              (j)  Upon the election of an Annuity option or at
                                   the Participant's death, any Loan Account
                                   will be cancelled.  This will result in a
                                   taxable distribution of an amount equal to
                                   the Loan Account balance.  Interest earned
                                   but not yet credited will be credited to, and
                                   loan interest accrued but not paid will be
                                   deducted from, the Current Value in the same
                                   proportion in which the loan amount was
                                   withdrawn.

                              (k)  If there is an outstanding Loan Account
                                   balance when a Participant makes a full
                                   withdrawal of the Current Value of his or her
                                   Individual Account (1) interest earned but
                                   not credited will be credited to, and (2)
                                   uncollected accrued loan interest will be
                                   deducted from the Current Value.  The Loan
                                   Account will be cancelled resulting in a
                                   taxable distribution of an amount equal to
                                   the Loan Account balance.

3.09 NOTICE TO THE            Each year, Aetna will notify the Participant
     PARTICIPANT:             of:

                              (a)  The value of any amounts held in:
                                   (i)    The Fixed Plus Account,
                                   (ii)   The GA Account,
                                   (iii)  The Fund(s) for the Separate Account;
                              (b)  The number of any Fund(s) record units;
                              (c)  The Fund(s) record unit value(s);
                              (d)  The amount available for withdrawal; and
                              (e)  The Loan Account value.

                              This information will be as of a date no more than
                              sixty (60) days before the date of the notice.


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3.10 MANNER AND TIMING        (a)  A distribution to a Participant may be made
     OF DISTRIBUTIONS:             in a lump sum, as one of the Distribution
                                   Options described in Section IV, or as one of
                                   the Annuity options in Section V.  The
                                   Participant may elect the form of
                                   distribution subject to certification in
                                   writing by the Contract Holder that the
                                   Participant is eligible both as to the timing
                                   and form of distribution.

                              (b)  The distribution of benefits must begin by
                                   April 1 of the calendar year following the
                                   calendar year in which the Participant
                                   attains age 70 1/2 or retires, whichever
                                   occurs later.

                              (c)  If the Participant does not request
                                   commencement of benefits as described above,
                                   Aetna will not be responsible for compliance
                                   with the Code Section 401(a)(9) minimum
                                   distribution requirements or for any adverse
                                   tax or other consequences that may result.

3.11 WITHDRAWAL:              (a)  The Participant may withdraw any portion or
                                   all of an Individual Account Adjusted
                                   Current Value and transfer such amount
                                   to another investment provider under the
                                   Plan.  The withdrawal and transfer
                                   request must be submitted in writing to
                                   Aetna.

                              (b)  Except as described in Section 3.12, unless
                                   the Participant specifies otherwise, partial
                                   withdrawals are satisfied by withdrawing
                                   amounts on a pro rata basis from each of the
                                   investment options in which the Individual
                                   Account is invested.

                              (c)  When amounts are withdrawn from the GA
                                   Account, amounts in Short-Term and Long-Term
                                   Classifications are treated as separate
                                   investment options and amounts are taken on a
                                   pro rata basis.  Within a Classification,
                                   amounts will be withdrawn starting with the
                                   Term still in effect with the oldest Deposit
                                   Period.

                              (d)  Any amount withdrawn from the Fixed Plus
                                   Account will be subject to the limitations in
                                   3.12, 3.13 and 3.14.


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3.12 PARTIAL WITHDRAWAL            The amount eligible for partial withdrawal is
     FROM THE FIXED PLUS           20% of the Current Value of the amount
     ACCOUNT:                      held in the Fixed Plus Account on the day 
                                   Aetna's Home Office receives a written 
                                   request, reduced by any previous Transfer, 
                                   partial withdrawal or amounts taken as a 
                                   loan or used to purchase Annuity benefits 
                                   during the prior 12 months. Aetna reserves 
                                   the right to include amounts paid under ECO 
                                   and SWO for purposes of applying this 20% 
                                   limit.  However, SWO is unavailable if a 
                                   Fixed Plus Account Transfer or withdrawal 
                                   is requested within the current 12 month 
                                   period.

                                   The 20% limit applicable to partial
                                   withdrawals from the Fixed Plus Account will
                                   be waived under certain conditions and will
                                   apply when the partial withdrawal is made on
                                   a pro rata basis from all options used under
                                   the Participant's Individual Account.  (See
                                   Contract Schedule I).

3.13 PAYMENT OF FIXED              When Aetna receives a full withdrawal
     PLUS ACCOUNT FULL             request, no additional partial
     WITHDRAWAL:                   withdrawals or Transfers from the Fixed Plus
                                   Account are permitted during the payout
                                   period.  If a full withdrawal is requested,
                                   Aetna will pay any Current Value from the
                                   Fixed Plus Account in five payments as
                                   follows:

                                   (a)  One-fifth of the Current Value on the
                                        day the request is received in good
                                        order at Aetna's Home Office, reduced by
                                        any amount from the Fixed Plus Account
                                        that was transferred, withdrawn or used
                                        for a loan or to purchase Annuity
                                        benefits during the prior 12 months;
                                   (b)  One-fourth of the remaining Current
                                        Value 12 monthslater;
                                   (c)  One-third of the remaining Current Value
                                        12 months later;
                                   (d)  One-half of the remaining Current Value
                                        12 months later; and
                                   (e)  The balance of the Current Value 12
                                             months later.

                                   The Fixed Plus Account full withdrawal
                                   payment provision will be waived when a
                                   withdrawal is:

                                   (a)  Due to the Participant's death before
                                        Annuity benefit payments begin;
                                   (b)  Used to purchase Annuity benefits; or
                                   (c)  When the amount in the Fixed Plus
                                        Account is $3,500 or less and no amount
                                        has been withdrawn, transferred, taken
                                        as a loan or used to purchase Annuity
                                        benefits during the previous 12 months.

                                   Any full withdrawal from the Fixed Plus
                                   Account may be cancelled at any time before
                                   the end of the payment period.

3.14 ALTERNATIVE PAYMENT           As an alternative to 3.13, and as
     OF FIXED PLUS ACCOUNT         permitted under the terms of the Plan, the 
     FULL WITHDRAWAL:              Participant may elect a lump sum payment.  
                                   The lump sum payment will be the Individual 
                                   Account's Current Value invested in the 
                                   Fixed Plus Account less a 3% charge
                                   provided:

                                   (i)  the withdrawal is due to the
                                        Participant's separation from  service
                                        with the employer;


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3.14 ALTERNATIVE PAYMENT           (ii)  the withdrawal request is received
     FIXED PLUS OF ACCOUNT               at Aetna's Home Office within 60
     FULL WITHDRAWAL                     days of the date the Participant
     (CONT'D):                           separates from service with the
                                         employer; and

                                  (iii)  the Contract Holder certifies that
                                         the Participant has separated from
                                         service and is eligible to receive a
                                         lump sum distribution.

3.15 PAYMENT OF MINIMUM            If the Individual Accounts Current Value
     CURRENT VALUE:                is less than $3,500, and no Contributions 
                                   have been received for three (3) years, 
                                   Aetna may close the Account and pay the 
                                   Current Value to the Contract Holder in one
                                   lump sum.

3.16 AMOUNT PAYABLE AT             Aetna will pay any portion of the
     DEATH (BEFORE ANNUITY         Individual Account(s) Current Value,
     PAYMENTS START):              to the Beneficiary when:

                                   (a)  The Participant dies before Annuity
                                        payments start; and
                                   (b)  The certified copy of the death
                                        certificate is received by Aetna.

                                   A guaranteed death benefit is available if
                                   the Beneficiary requests either a lump sum
                                   payment or an Annuity option within the first
                                   6 months after the Participant's death.

                                   For each Individual Account, the death
                                   benefit is guaranteed to be the greater of:

                                   (a)  The Current Value of the Individual
                                        Account plus aggregate positive MVA, as
                                        applicable, on the date the notice of
                                        death and the request for payment are
                                        received in good order at Aetna's Home
                                        Office; or

                                   (b)  The total of Net Contribution(s)
                                        made to the Individual Account minus the
                                        total of all partial withdrawals,
                                        annuitizations made from the Individual
                                        Account and any amount allocated from
                                        the Individual Account to the Loan
                                        Account.

                                   If the payee of the death proceeds is the
                                   Participant's surviving spouse, the first
                                   Annuity payment or the lump sum payment may
                                   be deferred to a date not later than when the
                                   Participant would have attained age 70 1/2 or
                                   such later date as may be allowed under
                                   federal law or regulations.  If the
                                   Beneficiary is not the surviving spouse, all
                                   of the Current Value must either be applied
                                   to an Annuity option within one (1) year of
                                   the Participant's death or be paid to the
                                   payee within five (5) years of the
                                   Participant's death (see Part V).

                                   In no event may any payments to the
                                   Beneficiary under an Annuity option extend
                                   beyond:

                                   (a)  The life of the payee determined as
                                        of the date payments are to commence; or
                                   (b)  Any certain period greater than the
                                        payee's life expectancy as determined by
                                        regulations under Code Section 401
                                        (a)(9) as of the date payments are to
                                        begin.

                                   Amounts in the GA Account will be payable as
                                   described in Section 3.06(d).


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3.17 REINSTATEMENT:                All or a portion of the proceeds of a full
                                   withdrawal of an Individual Account may be
                                   reinvested within 30 days after the surrender
                                   if allowed by law.  Any Market Value
                                   Adjustment deducted from GA Account
                                   withdrawals will not be included in the
                                   reinstatement.  Amounts will be reinstated
                                   among the Fixed Plus Account, GA Account, and
                                   the Fund(s) in the same proportion as they
                                   were at the time of withdrawal.  Any amount
                                   reinstated to the GA Account will be credited
                                   to the current Deposit Period.  The number of
                                   record units reinstated will be based on the
                                   record unit value(s) next computed after
                                   receipt at Aetna's Home Office of the
                                   reinstatement request and the amount to be
                                   reinvested.

                                   Any Individual Account(s) closed because the
                                   Current Value was less than $3,500 may not be
                                   reinstated (see 3.15).

                                   Reinstatement is permitted only once per
                                   Individual Account.

IV. NON-ANNUITY DISTRIBUTION OPTIONS
- --------------------------------------------------------------------------------

4.01 DISTRIBUTION OPTIONS:         The Participant or a surviving spouse may
                                   elect one of the two following distribution
                                   options.  A surviving spouse is eligible to
                                   elect one of these options provided the
                                   spouse is the designated Beneficiary under
                                   the Plan and the Participant had died before
                                   electing an Annuity option and before the
                                   date for required minimum distributions.

4.02 ESTATE CONSERVATION           (a)  With the Estate Conservation Option
     OPTION:                            (ECO) a portion of the Individual 
                                        Account Current Value is automatically 
                                        surrendered and distributed each year.
                                        Each payment will be withdrawn from the
                                        Individual Account in the same 
                                        proportion as assets are held in the 
                                        Funds, the GA Account, and the Fixed 
                                        Plus Account on the date the payment 
                                        is made.

                                   (b)  Payments under ECO will comply with the
                                        incidental death benefit test set forth
                                        in Code Section 401(a)(9).

                                   (c)  Distribution Amount:  Each year that ECO
                                        is in effect, Aetna will calculate and
                                        distribute an amount equal to the
                                        minimum distribution required under the
                                        Code.  The annual distribution will be
                                        determined by dividing the Individual
                                        Account Current Value as of December 31
                                        of the year prior to the payment year,
                                        by a single or joint life expectancy
                                        factor.  If joint life expectancy is
                                        elected, the Beneficiary under ECO must
                                        be the same as the beneficiary of any
                                        death benefits under the Plan.

                                   (d)  Life Expectancy Factor:  For the
                                        Participant, the life expectancy factor
                                        is either single life or joint life
                                        expectancy as elected by the
                                        Participant, based on tables in IRS
                                        regulations.  For a spouse Beneficiary,
                                        only a single life expectancy is
                                        available.  Life expectancy factors will
                                        be recalculated each year, unless
                                        prohibited by the Code or regulations.


                                       22


<PAGE>

4.02 ESTATE CONSERVATION                If joint life expectancy is elected
     OPTION (CONT'D):                   and the Participant or spouse
                                        dies, payments will be based on the
                                        survivor's life expectancy.  If the
                                        Beneficiary is not the spouse and the
                                        Beneficiary dies first, the joint life
                                        expectancy continues to be used to
                                        determine payments.

                                        If a single life expectancy is elected,
                                        at the death of the Participant (or the
                                        spousewho is the designated Beneficiary
                                        electing ECO after the Participant's
                                        death), the entire value must be
                                        distributed no later than the December
                                        31 of the year following the year of the
                                        Participant's (or spouse's) death.  If a
                                        joint life expectancy is elected, and
                                        both the Participant and spouse have
                                        died, any remaining Current Value must
                                        be distributed no later than the
                                        December 31 of the year following the
                                        year of the second death.  If a joint
                                        life expectancy is elected and both the
                                        Participant and non-spouse Beneficiary
                                        have died, any remaining Current Value
                                        will be distributed to a successor
                                        Beneficiary or, if none has been named,
                                        then to the estate of the last to die.

                                   (e)  Minimum Current Value:  At its
                                        discretion, Aetna may require a minimum 
                                        initial Current Value for election of 
                                        this option.  If after election of
                                        this option the Current Value is 
                                        insufficient to make a scheduled ECO 
                                        payment, Aetna will distribute the 
                                        entire balance of the Individual
                                        Account.

                                   (f)  Distribution Date: The Participant shall
                                        specify an annual distribution date.
                                        The earliest date is the first day of
                                        the calendar year in which he or she
                                        attains age 70 1/2, or retirement if
                                        later.  For a spouse Beneficiary
                                        electing ECO after the Participant's
                                        death, the earliest date is the date of
                                        the Participant's death.  The first
                                        distribution date may be the 15th of any
                                        month, or such other date Aetna may
                                        designate or allow.  Subsequent
                                        distributions will be made on the
                                        anniversary of that date.

                                   (g)  Election and Revocation:  The
                                        Participant may elect ECO by submitting
                                        a completed and signed election form to
                                        Aetna's Home Office.  The Contract
                                        Holder must certify that the Participant
                                        is eligible both as to the timing and
                                        form of distribution.  Once ECO is
                                        elected, the Participant may revoke it
                                        by submitting a written request to Aetna
                                        at its Home Office.  Any revocation will
                                        apply only to amounts not yet paid.  ECO
                                        may be elected only once per Individual
                                        Account.

4.03 SYSTEMATIC WITHDRAWAL         (a)  With the Systematic Withdrawal
     OPTION:                            Option (SWO) a portion of the
                                        Individual Account Current Value is
                                        automatically distributed each year.  A
                                        SWO payment will be calculated on the
                                        Individual Account's Current Value.
                                        Each payment will be withdrawn from the
                                        Individual Account in the same
                                        proportion as assets are held in the
                                        Funds, the GA Account, and the Fixed
                                        Plus Account on the date the payment is
                                        made.


                                       23

<PAGE>

4.03 SYSTEMATIC WITHDRAWAL         (b)  Payments under SWO will comply with
     OPTION (CONT'D):                   the incidental death benefit test set
                                        forth in Code Section 401(a)(9).

                                   (c)  Distribution Amounts:  The Participant
                                        may elect one of the three payment
                                        methods described below.  These
                                        calculations may be changed as necessary
                                        to comply with the Code minimum
                                        distribution rules.  If joint life
                                        expectancy is elected, the Beneficiary
                                        under SWO must be the same as the
                                        beneficiary of any death benefits under
                                        the Plan.

                                   (1)  Specified Payment:  Payments of a
                                        designated annual dollar amount.  The
                                        annual amount may not be greater than
                                        the percentage of the Current Value at
                                        time of election as shown on Contract
                                        Schedule I.  This amount will remain
                                        constant unless a higher amount is
                                        required under Code minimum distribution
                                        rules.

                                        Each year that the Specified Payment is
                                        in effect, Aetna will calculate the
                                        minimum required distribution by
                                        dividing the Individual Account Current
                                        Value as of December 31 of the year
                                        prior to the payment year by a life
                                        expectancy factor, and distribute this
                                        amount if it is larger than the
                                        Specified Payment.

                                   (2)  Specified Period:  Payments are made
                                        over a period of time.  The number of
                                        years selected may not be less than the
                                        number of years shown on Contract
                                        Schedule I, unless otherwise required by
                                        Code minimum distribution rules.  The
                                        maximum specified period will be limited
                                        by the life expectancy factor.  The
                                        amount paid each year is calculated by
                                        dividing the Individual Account Current
                                        Value as of December 31 of the prior
                                        year by the number of payment years
                                        remaining.

                                   (3)  Specified Percentage: The specified
                                        percentage chosen cannot be greater than
                                        the percentage shown on Contract
                                        Schedule I.  The Participant may change
                                        the specified percentage elected every
                                        six months.  Each annual distribution is
                                        determined by multiplying the Individual
                                        Account Current Value by the percentage
                                        chosen.  The value to be used in this
                                        calculation is the value on the December
                                        31st prior to the year for which the
                                        payment is being made.  For payments
                                        made more often than annually, the
                                        annual payment result (calculated above)
                                        is divided by the number of payments due
                                        each year.  Payments will be made each
                                        year until the year the Participant
                                        attains age 70 1/2.

                              (d)  Life Expectancy Factor:  The life expectancy
                                   factor for the initial distribution year is
                                   either single life or joint life expectancy
                                   as elected by the Participant, based on
                                   tables in IRS regulations.  For a spouse
                                   Beneficiary, only a single life expectancy is
                                   available.  With each subsequent year, the
                                   life expectancy factor will be the life
                                   expectancy factor for the initial
                                   distribution year, reduced by one.



                                       24


<PAGE>

4.03 SYSTEMATIC WITHDRAWAL         If the joint life expectancy is elected
     OPTION (CONT'D):              and the Participant or the
                                   Beneficiary dies on or after the required
                                   beginning date for minimum distributions to
                                   the Participant, the joint life expectancy
                                   factor will continue to be reduced by one for
                                   each distribution year.  Payments will
                                   continue unless the Contract Holder elects an
                                   alternate payment mode on behalf of the
                                   survivor.  Any payment mode elected on behalf
                                   of the Beneficiary must provide payments to
                                   be made at least as rapidly as those made
                                   prior to the Participant's death.

                                   If the Participant dies before the required
                                   beginning date for minimum distributions, SWO
                                   payments will cease and the Beneficiary may
                                   claim the death benefit in accordance with
                                   the terms of the Contract.  If the
                                   Beneficiary is not the Participant's spouse,
                                   the entire death benefit must be either
                                   applied to an Annuity option within one (1)
                                   year of the Participant's death, or be paid
                                   within five (5) years of the Participant's
                                   death.  If the Beneficiary is the
                                   Participant's spouse, the distribution is not
                                   required to begin earlier than when the
                                   Participant would have attained age 70 1/2.

                                   If joint life expectancy is elected and the
                                   Beneficiary dies before the required
                                   beginning date for minimum distributions to
                                   the Participant, payments to the Participant
                                   will continue to be based on joint life
                                   expectancy reduced by one for each
                                   distribution year.

                              (e)  Minimum Current Value:  At its discretion,
                                   Aetna may require a minimum initial Current
                                   Value for election of this option.  If after
                                   election of this option the Current Value is
                                   insufficient to make a scheduled SWO payment,
                                   Aetna will distribute the entire balance of
                                   the Individual Account.

                              (f)  Distribution Date:  The Participant or spouse
                                   Beneficiary shall specify the distribution
                                   date.  The earliest date is the first day of
                                   the calendar year in which the Participant
                                   attains age 59 1/2 or age 55, if separated
                                   from service with the employer at or after
                                   age 55.  SWO payments will be made monthly,
                                   quarterly, semi-annually or annually on the
                                   15th of any month, or such other date Aetna
                                   may designate or allow.  If payments are made
                                   more frequently than annually, the annual
                                   amount payable each year is divided by the
                                   number of payments due per year.  At its
                                   discretion Aetna may require a minimum
                                   initial payment amount.

                              (g)  Election and Revocation:  The Participant may
                                   elect SWO by submitting a completed and
                                   signed election form to Aetna's Home Office.
                                   Once SWO is elected, the Participant may
                                   revoke it by submitting a written request to
                                   Aetna's Home Office.  Any revocation will
                                   apply only to amounts not yet paid.
                                   Generally, SWO may be elected only once,
                                   however, if SWO is elected and then revoked
                                   before the date distributions were required
                                   to begin under Code Section 401(a)(9), SWO
                                   may be elected on behalf of a spouse
                                   Beneficiary after the death of the
                                   Participant.


                                       25


<PAGE>

V.  ANNUITY PROVISIONS
- --------------------------------------------------------------------------------

5.01 CHOICES:                 (a)  The Participant may elect an Annuity option
                                   by telling Aetna to pay all or any portion of
                                   the Individual Account(s) Current Value
                                   (minus any applicable premium tax if not
                                   previously deducted) as a premium for an
                                   Annuity under option 2, 3, or 4 (see 5.07).
                                   A completed and signed election form must be
                                   submitted to the Home Office.  The form must
                                   include Contract Holder certification that
                                   the Participant is eligible for a
                                   distribution under the terms of the Plan and
                                   that the Annuity option chosen is permitted
                                   under the terms of the Plan.  Any election of
                                   an Annuity option must comply with the
                                   minimum distribution requirements of Code
                                   Section 401(a)(9), including the incidental
                                   death benefit rule, and the regulations
                                   thereunder.  This restriction does not apply
                                   if option 4 is chosen and the second
                                   Annuitant is the spouse of the Participant.

                              (b)  Generally, the first Annuity payment must be
                                   made by April 1 of the calendar year
                                   following the year in which the Participant
                                   turns age 70 1/2 or retires, if later.

                              (c)  When an Annuity option is chosen the
                                   Participant  must designate whether the
                                   Annuity will be Fixed or Variable and whether
                                   the underlying investment will be:

                                   (1)  The General Account;
                                   (2)  One or more of the available Fund(s); or
                                   (3)  A combination of (1) and (2).

                                   If a Fixed Annuity is chosen, the Annuity
                                   purchase rate for the option chosen reflects
                                   at least the Minimum Guaranteed Interest Rate
                                   (See Contract Schedule II), but may reflect a
                                   higher interest rate.

                                   If a Variable Annuity is chosen, the initial
                                   Annuity payment for the option chosen
                                   reflects the assumed annual return rate
                                   elected (See Contract Schedule II).

                              (d)  Payments will be made on a monthly basis
                                   unless the Participant requests otherwise.

                              (e)  Once elected, an Annuity option may not be
                                   revoked, except for option 2 when elected on
                                   a variable basis.

5.02 TERMS OF ANNUITY         (a)  No choice of any Annuity option may
     OPTIONS:                      be made if the first payment would be less
                                   than $20 or if the total payments in a year
                                   would be less than $100.

                              (b)  If a Fixed Annuity under option 2, 3 or 4 is
                                   elected and a larger Annuity payment would
                                   result from applying the Adjusted Current
                                   Value to a current Aetna single premium
                                   immediate Annuity, Aetna will make the larger
                                   payment.


                                       26

<PAGE>

5.02 TERMS OF ANNUITY         (c)  For purposes of calculating the
     OPTIONS (CONT'D):             guaranteed first payment of a
                                   Variable Annuity or the payments for a Fixed
                                   Annuity, the Annuitant's and second
                                   Annuitant's adjusted age will be used.  The
                                   Annuitant's and second Annuitant's adjusted
                                   age is his or her age as of the birthday
                                   closest to the Annuity commencement date
                                   reduced by one year for Annuity commencement
                                   dates occurring during the period of time
                                   from July 1, 1992 through December 31, 1999.
                                   The Annuitant's and second Annuitant's age
                                   will be reduced by two years for Annuity
                                   commencement dates occurring during the
                                   period of time from January 1, 2000 through
                                   December 31, 2009.  The Annuitant's and
                                   second Annuitant's age will be reduced by one
                                   additional year for Annuity commencement
                                   dates occurring in each succeeding decade.

                                   The Annuity rates for options 3 and 4 are
                                   based on mortality from 1983 Table a.

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

5.03 DEATH PROVISION:         When an Annuitant dies under options 2 or 3, the
                              present value of any remaining guaranteed payments
                              will be paid in one sum to the Beneficiary or,
                              upon the election of the Beneficiary, any
                              remaining payments will continue to the
                              Beneficiary.  If a Beneficiary dies while under
                              option 1 or while receiving Annuity payments, the
                              present value of any remaining payments will be
                              paid in one lump sum to the Beneficiary's estate.
                              The rate used to determine the present value for a
                              lump sum payment will be the rate used to
                              determine the first Annuity payment.

5.04 FUND ANNUITY             The number of Fund(s) annuity units is based
     UNITS:                   on the amount of the first Variable Annuity
                              payment which is equal to:

                              (a)  The portion of the Current Value (minus any
                                   premium tax) applied to pay a Variable
                                   Annuity; divided by
                              (b)  1,000; multiplied by
                              (c)  The payment rate for the option chosen.

                              Such amount, or portion, of the variable payment
                              will be divided by the appropriate Fund(s) annuity
                              unit value (see 5.05) on the tenth Valuation
                              Period before the due date of the first payment to
                              determine the number of each Fund annuity units.
                              The number of each Fund annuity units remains
                              fixed.  Each future payment is equal to the sum of
                              the products of each Fund annuity unit value
                              multiplied by the appropriate number of Units.
                              The Fund annuity unit value on the tenth Valuation
                              Period prior to the due date of the payment is
                              used.


                                       27

<PAGE>

5.05 FUND ANNUITY             For any Valuation Period, a Fund(s) annuity 
     UNIT VALUE:              unit value is equal to:

                              (a)  The value for the previous Period; multiplied
                                   by
                              (b)  The Annuity net return factor(s) (See 5.06)
                                   for the Period; multiplied by
                              (c)  A factor to reflect the assumed annual net
                                   return rate.  (See Contract Schedule II).

                              The dollar value of a Fund annuity unit values and
                              Annuity payments may go up or down due to
                              investment gain or loss.

                              Payments shall not be changed due to changes in
                              the mortality or expense results or administrative
                              charges.

5.06 FUND ANNUITY NET         The Annuity net return factor(s) are
     RETURN FACTOR:           used to compute all Separate Account Annuity
                              payments for any Fund.

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

                              The net return rate is equal to:

                              (a)  The value of the shares of the Fund
                                   held by the Separate Account at the end of a
                                   Valuation Period; minus
                              (b)  The value of the shares of the Fund held by
                                   the Separate Account at the start of the
                                   Valuation Period; plus or minus
                              (c)  Taxes (or reserves for taxes) on the Separate
                                   Account (if any); divided by
                              (d)  The total value of the Fund(s) record units
                                   and Fund(s) annuity units of the Separate
                                   Account at the start of the Valuation Period;
                                   minus
                              (e)  A daily charge for Annuity mortality and
                                   expense risks, which may include profit, (at
                                   the annual rate as shown on Contract Schedule
                                   II) and a daily administrative charge.

                              A Net Return Rate may be more or less than 0%.

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


5.07 ANNUITY OPTIONS:         Option 1 -- Payments of Interest on Sum Left with
                              Aetna -- This Option may be used only by the
                              Beneficiary when the Participant dies before Aetna
                              has started paying an Annuity.  A portion or all
                              of the sum paid upon death may be held under this
                              option and will be held in the General Account of
                              Aetna at interest (see 5.01).  The Beneficiary may
                              later tell Aetna to:

                              (a)  Pay a portion or all of the sum held by
                                   Aetna; or
                              (b)  Apply a portion or all of the sum held by
                                   Aetna to any Annuity option below.

                                       28

<PAGE>

5.07  ANNUITY OPTIONS         If the Beneficiary is the Participant's surviving
      (CONT'D):               spouse, payment may be deferred to a date not
                              later than when the Participant would have
                              attained age 70 1/2.

                              If the Beneficiary is not a spouse, the entire sum
                              must either be applied to an Annuity option within
                              one year of the Participant's death or be paid
                              within five years of the Participant's death.

                              Option 2 -- Payments for a Stated Period of Time
                              -- An Annuity will be paid for the number of years
                              chosen  (See Contract Schedule II).

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

                              Option 3 -- Life Income -- An Annuity will be paid
                              for the life of the Annuitant.  Aetna may also
                              guarantee payments for 60, 120, 180, or 240 months
                              if so directed by the Participant.

                              Option 4 -- Life Income based upon the lives of
                              two Annuitants -- An Annuity will be paid during
                              the lives of the Annuitant and a second Annuitant.
                              Payments will continue until both Annuitants have
                              died.  When this option is chosen, a choice of the
                              following must be made:

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

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

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

                              (d)  Payments for a minimum of 120 months, with
                                   50% of the payment to continue after the
                                   first death; or

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


                                       29

<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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



- --------------------------------------------------------------------------------
             GUARANTEED       MONTHLY     QUARTERLY  SEMI-ANNUAL     ANNUAL
  YEARS         RATE          PAYMENT      PAYMENT    PAYMENT        PAYMENT
- --------------------------------------------------------------------------------

     3            3.00%       $28.99       $86.76     $172.88       $343.23
     4            3.00%        22.06        66.02      131.56        261.19
     5            3.00%        17.91        53.59      106.78        211.99
     6            3.00%        15.14        45.30       90.27        179.22
     7            3.00%        13.16        39.39       78.49        155.83
     8            3.00%        11.68        34.96       69.66        138.31
     9            3.00%        10.53        31.52       62.81        124.69
    10            3.00%         9.61        28.77       57.33        113.82
    11            3.00%         8.86        26.52       52.85        104.93
    12            3.00%         8.24        24.65       49.13         97.54
    13            3.00%         7.71        23.08       45.98         91.29
    14            3.00%         7.26        21.73       43.29         85.95
    15            3.00%         6.87        20.56       40.96         81.33
    16            3.00%         6.53        19.54       38.93         77.29
    17            3.00%         6.23        18.64       37.14         73.74
    18            3.00%         5.96        17.84       35.56         70.59
    19            3.00%         5.73        17.13       34.14         67.78
    20            3.00%         5.51        16.50       32.87         65.26
    21            3.00%         5.32        15.92       31.72         62.98
    22            3.00%         5.15        15.40       30.68         60.92
    23            3.00%         4.99        14.92       29.74         59.04
    24            3.00%         4.84        14.49       28.88         57.33
    25            3.00%         4.71        14.09       28.08         55.76
    26            3.00%         4.59        13.73       27.36         54.31
    27            3.00%         4.47        13.39       26.68         52.97
    28            3.00%         4.37        13.08       26.06         51.74
    29            3.00%         4.27        12.79       25.49         50.60
    30            3.00%         4.18        12.52       24.95         49.53
- --------------------------------------------------------------------------------


                                       30

<PAGE>

                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

- --------------------------------------------------------------------------------
                       MONTHLY        QUARTERLY      SEMI-ANNUAL       ANNUAL
     YEARS             PAYMENT         PAYMENT         PAYMENT        PAYMENT
- --------------------------------------------------------------------------------

      3                 $29.19          $87.33         $173.91        $344.86
      4                  22.27           66.61          132.65         263.04
      5                  18.12           54.19          107.92         213.99
      6                  15.35           45.92           91.44         181.32
      7                  13.38           40.01           79.69         158.01
      8                  11.90           35.59           70.88         140.56
      9                  10.75           32.16           64.05         127.00
     10                   9.83           29.42           58.59         116.18
     11                   9.09           27.18           54.13         107.34
     12                   8.46           25.32           50.42          99.98
     13                   7.94           23.75           47.29          93.78
     14                   7.49           22.40           44.62          88.47
     15                   7.10           21.24           42.31          83.89
     16                   6.76           20.23           40.29          79.89
     17                   6.47           19.34           38.51          76.37
     18                   6.20           18.55           36.94          73.25
     19                   5.97           17.85           35.54          70.47
     20                   5.75           17.22           34.28          67.98
     21                   5.56           16.65           33.15          65.74
     22                   5.39           16.13           32.13          63.70
     23                   5.24           15.66           31.19          61.85
     24                   5.09           15.24           30.34          60.17
     25                   4.96           14.85           29.56          58.62
     26                   4.84           14.49           28.85          57.20
     27                   4.73           14.15           28.19          55.90
     28                   4.63           13.85           27.58          54.69
     29                   4.53           13.57           27.02          53.57
     30                   4.45           13.30           26.49          52.53
- --------------------------------------------------------------------------------


                                       31

<PAGE>


                                    OPTION 2

                      PAYMENTS FOR A STATED PERIOD OF TIME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

- --------------------------------------------------------------------------------
                       MONTHLY        QUARTERLY       SEMI-ANNUAL      ANNUAL
      YEARS            PAYMENT         PAYMENT         PAYMENT        PAYMENT
- --------------------------------------------------------------------------------
      3                 $29.80          $89.04         $176.99        $349.72
      4                  22.89           68.38          135.93         268.58
      5                  18.74           56.00          111.33         219.98
      6                  15.99           47.77           94.96         187.64
      7                  14.02           41.90           83.30         164.59
      8                  12.56           37.52           74.58         147.35
      9                  11.42           34.11           67.81         133.99
     10                  10.51           31.40           62.42         123.34
     11                   9.77           29.19           58.03         114.66
     12                   9.16           27.36           54.38         107.45
     13                   8.64           25.81           51.31         101.39
     14                   8.20           24.50           48.69          96.21
     15                   7.82           23.36           46.44          91.75
     16                   7.49           22.37           44.47          87.88
     17                   7.20           21.51           42.75          84.48
     18                   6.94           20.74           41.23          81.47
     19                   6.71           20.06           39.88          78.80
     20                   6.51           19.46           38.68          76.42
     21                   6.33           18.91           37.59          74.28
     22                   6.17           18.42           36.62          72.35
     23                   6.02           17.98           35.73          70.61
     24                   5.88           17.57           34.93          69.02
     25                   5.76           17.20           34.20          67.57
     26                   5.65           16.87           33.53          66.25
     27                   5.54           16.56           32.92          65.04
     28                   5.45           16.28           32.35          63.93
     29                   5.36           16.01           31.83          62.90
     30                   5.28           15.77           31.35          61.95
- --------------------------------------------------------------------------------


                                       32

<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

- --------------------------------------------------------------------------------
 ADJUSTED
  AGE OF
 ANNUITANT    NONE            60            120            180          240
- --------------------------------------------------------------------------------

    50       $4.05          $4.05          $4.03          $3.99        $3.93
    51        4.12           4.11           4.09           4.05         3.99
    52        4.19           4.19           4.16           4.11         4.04
    53        4.27           4.26           4.23           4.18         4.10
    54        4.35           4.34           4.31           4.25         4.16

    55        4.44           4.42           4.39           4.32         4.22
    56        4.53           4.51           4.47           4.40         4.29
    57        4.62           4.61           4.56           4.48         4.35
    58        4.72           4.71           4.65           4.56         4.42
    59        4.83           4.81           4.75           4.64         4.49

    60        4.95           4.93           4.86           4.73         4.55
    61        5.07           5.05           4.97           4.83         4.62
    62        5.20           5.17           5.08           4.92         4.69
    63        5.34           5.31           5.20           5.02         4.76
    64        5.49           5.45           5.33           5.12         4.83

    65        5.65           5.61           5.47           5.22         4.89
    66        5.82           5.77           5.61           5.33         4.96
    67        6.01           5.94           5.75           5.44         5.02
    68        6.20           6.13           5.91           5.54         5.08
    69        6.41           6.33           6.07           5.65         5.14

    70        6.64           6.54           6.23           5.76         5.19
    71        6.88           6.76           6.41           5.86         5.24
    72        7.14           7.00           6.59           5.97         5.28
    73        7.43           7.26           6.77           6.06         5.32
    74        7.73           7.53           6.96           6.16         5.35

    75        8.06           7.82           7.14           6.25         5.38
- --------------------------------------------------------------------------------

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


                                       33

<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

- --------------------------------------------------------------------------------
 ADJUSTED
  AGE OF
 ANNUITANT    NONE            60            120            180          240
- --------------------------------------------------------------------------------

    50       $4.34          $4.34          $4.31          $4.27        $4.22
    51        4.41           4.40           4.38           4.33         4.27
    52        4.48           4.47           4.45           4.40         4.32
    53        4.56           4.55           4.52           4.46         4.38
    54        4.64           4.63           4.59           4.53         4.44

    55        4.72           4.71           4.67           4.60         4.50
    56        4.81           4.80           4.75           4.67         4.56
    57        4.91           4.89           4.84           4.75         4.62
    58        5.01           4.99           4.93           4.83         4.69
    59        5.12           5.10           5.03           4.92         4.75

    60        5.23           5.21           5.13           5.00         4.82
    61        5.36           5.33           5.24           5.09         4.88
    62        5.49           5.45           5.35           5.19         4.95
    63        5.63           5.59           5.47           5.28         5.02
    64        5.78           5.73           5.60           5.38         5.08

    65        5.94           5.89           5.73           5.48         5.15
    66        6.11           6.05           5.87           5.58         5.21
    67        6.29           6.22           6.02           5.69         5.27
    68        6.49           6.41           6.17           5.79         5.33
    69        6.70           6.60           6.33           5.90         5.38

    70        6.92           6.81           6.49           6.00         5.43
    71        7.17           7.04           6.66           6.10         5.48
    72        7.43           7.27           6.84           6.20         5.52
    73        7.71           7.53           7.02           6.30         5.55
    74        8.02           7.80           7.20           6.39         5.59

    75        8.35           8.08           7.38           6.48         5.62
- --------------------------------------------------------------------------------

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


                                       34

<PAGE>

                                    OPTION 3

                                   LIFE INCOME

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

                PAYMENTS GUARANTEED FOR A STATED PERIOD OF MONTHS

- --------------------------------------------------------------------------------
 ADJUSTED
  AGE OF
ANNUITANT     NONE            60            120            180          240
- --------------------------------------------------------------------------------
    50       $5.26          $5.25          $5.22          $5.17        $5.11
    51        5.33           5.32           5.28           5.23         5.15
    52        5.40           5.38           5.34           5.29         5.20
    53        5.47           5.45           5.41           5.35         5.26
    54        5.54           5.53           5.48           5.41         5.31

    55        5.63           5.61           5.56           5.47         5.36
    56        5.71           5.69           5.63           5.54         5.42
    57        5.80           5.78           5.72           5.61         5.47
    58        5.90           5.88           5.81           5.69         5.53
    59        6.01           5.98           5.90           5.77         5.59

    60        6.12           6.09           6.00           5.85         5.65
    61        6.24           6.21           6.10           5.93         5.71
    62        6.37           6.33           6.21           6.02         5.77
    63        6.51           6.46           6.33           6.11         5.83
    64        6.66           6.60           6.45           6.20         5.89

    65        6.82           6.75           6.57           6.30         5.95
    66        6.99           6.91           6.71           6.39         6.01
    67        7.17           7.08           6.85           6.49         6.06
    68        7.36           7.27           6.99           6.59         6.12
    69        7.57           7.46           7.15           6.69         6.17

    70        7.80           7.67           7.30           6.78         6.21
    71        8.05           7.89           7.47           6.88         6.25
    72        8.31           8.13           7.64           6.97         6.29
    73        8.59           8.38           7.81           7.06         6.33
    74        8.90           8.64           7.99           7.15         6.36

    75        9.23           8.93           8.16           7.23         6.38
- --------------------------------------------------------------------------------

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


                                       35

<PAGE>


                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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


- --------------------------------------------------------------------------------
    ADJUSTED AGES
- ------------------------
             SECOND
ANNUITANT   ANNUITANT     OPTION 4a   OPTION 4b  OPTION 4c  OPTION 4d  OPTION 4e
- --------------------------------------------------------------------------------
    55          50          $3.69        $4.05      $4.27      $3.69    $4.03
    55          55           3.88         4.25       4.47       3.87     4.14
    55          60           4.06         4.47       4.71       4.06     4.20

    60          55           3.99         4.44       4.71       3.98     4.42
    60          60           4.24         4.71       4.99       4.23     4.57
    60          65           4.49         5.01       5.32       4.48     4.64

    65          60           4.38         4.97       5.32       4.38     4.93
    65          65           4.72         5.33       5.70       4.71     5.14
    65          70           5.07         5.75       6.17       5.05     5.26

    70          65           4.93         5.68       6.15       4.91     5.66
    70          70           5.40         6.21       6.70       5.36     5.96
    70          75           5.89         6.82       7.40       5.81     6.12

    75          70           5.69         6.68       7.32       5.62     6.67
    75          75           6.37         7.45       8.15       6.23     7.12
    75          80           7.07         8.34       9.16       6.78     7.36
- --------------------------------------------------------------------------------

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


                                       36

<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES


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


- --------------------------------------------------------------------------------
    ADJUSTED AGES
- ------------------------
             SECOND
ANNUITANT   ANNUITANT     OPTION 4a   OPTION 4b  OPTION 4c  OPTION 4d  OPTION 4e
- --------------------------------------------------------------------------------

    55          50          $3.97     $4.35       $4.56      $3.97       $4.31
    55          55          4.16       4.54        4.76       4.15        4.42
    55          60          4.27       4.73        5.00       4.26        4.48

    60          55          4.27       4.73        5.00       4.26        4.70
    60          60          4.51       4.99        5.27       4.50        4.84
    60          65          4.66       5.25        5.61       4.65        4.93

    65          60          4.66       5.25        5.61       4.65        5.22
    65          65          4.99       5.61        5.99       4.98        5.42
    65          70          5.19       5.97        6.44       5.17        5.54

    70          65          5.19       5.97        6.44       5.17        5.93
    70          70          5.67       6.49        6.99       5.62        6.23
    70          75          5.95       6.96        7.61       5.87        6.40

    75          70          5.95       6.96        7.61       5.87        6.95
    75          75          6.64       7.73        8.43       6.48        7.40
    75          80          7.04       8.39        9.29       6.79        7.64
- --------------------------------------------------------------------------------


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


                                       37

<PAGE>

                                    OPTION 4

                           LIFE INCOME FOR TWO PAYEES

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000
                 AFTER DEDUCTION OF ANY CHARGE FOR PREMIUM TAXES

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

- --------------------------------------------------------------------------------
    ADJUSTED AGES
- ------------------------
             SECOND
ANNUITANT   ANNUITANT     OPTION 4a   OPTION 4b  OPTION 4c  OPTION 4d  OPTION 4e
- --------------------------------------------------------------------------------

    55          50          $4.88     $5.26       $5.48      $4.88       $5.23
    55          55          5.04       5.44        5.66       5.04        5.32
    55          60          5.15       5.63        5.91       5.14        5.38

    60          55          5.15       5.63        5.91       5.14        5.59
    60          60          5.37       5.87        6.16       5.37        5.72
    60          65          5.52       6.14        6.51       5.51        5.80

    65          60          5.52       6.14        6.51       5.51        6.10
    65          65          5.83       6.49        6.87       5.82        6.29
    65          70          6.04       6.84        7.34       6.00        6.41

    70          65          6.04       6.84        7.34       6.00        6.81
    70          70          6.49       7.35        7.87       6.44        7.08
    70          75          6.77       7.84        8.51       6.68        7.25

    75          70          6.77       7.84        8.51       6.68        7.81
    75          75          7.45       8.60        9.33       7.27        8.25
    75          80          7.86       9.28       10.20       7.57        8.49
- --------------------------------------------------------------------------------

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


                                       38



<PAGE>



                         CONSENT OF INDEPENDENT AUDITORS




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


We consent to the use of our reports dated February 6, 1996 and February 16,
1996 included herein and to the references to our Firm under the captions
"Condensed Financial Information" in the Prospectus and "Independent Auditors"
in the Statement of Additional Information.

Our report dated February 6, 1996 refers to a change in 1993 in the Company's
method of accounting for certain investments in debt and equity securities.



                                   KPMG Peat Marwick LLP


   
Hartford, Connecticut
April 12, 1996
    


<PAGE>
                                                                Exhibit 10.2


                                            Susan E. Bryant
                                            Counsel
                                            Law & Regulatory Affairs, RE4C
                                            151 Farmington Avenue
                                            Hartford, CT 06156
                                            (860) 273-7834
                                            Fax: (860) 273-8340


April 12, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Attention: Filing Desk

    Re:  Variable Annuity Account C of Aetna Life Insurance and Annuity
         Company Post-Effective Amendment No. 3 to the Registration
         Statement on Form N-4
         File Nos. 33-91846 and 811-2513
         -------------------------------

Gentlemen:

As Counsel of Aetna Life Insurance and Annuity Company (the "Company"), I 
hereby consent to the use of my opinion dated February 28, 1996 (incorporated 
herein by reference to the 24f-2 Notice for the fiscal year ended December 
31, 1995 filed on behalf of Variable Annuity Account C of Aetna Life 
Insurance and Annuity Company on February 29, 1996) as an exhibit to this 
Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 
(File No. 33-91846) and to my being named under the caption "Legal Matters" 
therein.

Very truly yours,

/s/ Susan E. Bryant

Susan E. Bryant
Counsel
Aetna Life Insurance and Annuity Company


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                    6,038,034,475
<INVESTMENTS-AT-VALUE>                   6,632,117,659
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                           6,632,117,659
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                      6,632,117,659
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                             6,632,117,659
<DIVIDEND-INCOME>                          730,430,612
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                            (71,090,542)
<NET-INVESTMENT-INCOME>                    659,340,070
<REALIZED-GAINS-CURRENT>                   160,673,967
<APPREC-INCREASE-CURRENT>                  520,603,951
<NET-CHANGE-FROM-OPS>                    1,340,617,988
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                   1,769,805,868
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


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