<PAGE>
As filed with the Securities and Exchange Registration No. 33-75980
Commission June 21, 1996 Registration No. 811-2513
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
- ----------------------------------------------------------------------------
Post-Effective Amendment No. 5 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):
X immediately upon filing pursuant to paragraph (b) of Rule 485
- ---
on _____________ 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.
<PAGE>
VARIABLE ANNUITY ACCOUNT C
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. LOCATION - PROSPECTUS DATED
MAY 1, 1996, AS AMENDED BY
PART A SUPPLEMENT DATED JUNE 21,
(PROSPECTUS) 1996
<C> <S> <C>
1 Cover Page............................... Cover Page
2 Definitions.............................. Definitions
3 Synopsis or Highlights................... Prospectus Summary; Fee Table
and as amended
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; The
Contract - Distribution
7 General Description of Variable Annuity
Contracts................................ Contract Rights; Miscellaneous
8 Annuity Period........................... Annuity Period
9 Death Benefit............................ Death Benefit
10 Purchases and Contract Value............. The Contract;
Determining Contract Value
11 Redemptions.............................. Contract Rights - Withdrawals;
Contract Rights - Right to
Cancel
12 Taxes.................................... Tax Status
13 Legal Proceedings........................ Miscellaneous - Legal
Proceedings
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. LOCATION - PROSPECTUS DATED
MAY 1, 1996, AS AMENDED BY
PART A SUPPLEMENT DATED JUNE 21,
(PROSPECTUS) 1996
<C> <S> <C>
14 Table of Contents of the Statement of
Additional Information.................... Statement of Additional
Information - Table of Contents
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
FORM N-4
ITEM NO. PART B (STATEMENT OF ADDITIONAL INFORMATION) LOCATION
<C> <S> <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................ Not Applicable
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>
VARIABLE ANNUITY ACCOUNT C
Aetna Life Insurance and Annuity Company
Supplement dated June 21, 1996 to the Prospectus dated May 1, 1996
Group Installment Variable Annuity Contracts for HR10 Plans
AT A JUNE 17, 1996 SPECIAL MEETING OF THE SHAREHOLDERS OF AETNA VARIABLE FUND,
AETNA INCOME SHARES AND AETNA INVESTMENT ADVISERS FUND, INC. ("FUNDS"),
SHAREHOLDERS OF THE RESPECTIVE FUNDS APPROVED A PROPOSAL TO INCREASE THE
ADVISORY FEES FOR EACH OF THE FUNDS EFFECTIVE AUGUST 1, 1996. THEREFORE, THIS
SUPPLEMENT AMENDS THE INFORMATION CONTAINED IN THE MAY 1, 1996 PROSPECTUS (THE
"PROSPECTUS"), AS DESCRIBED BELOW.
- - THE FOLLOWING TABLE MODIFIES THE INFORMATION CONTAINED UNDER "ANNUAL EXPENSES
OF THE FUNDS" ON PAGE FEE TABLE - 2 OF THE PROSPECTUS TO REFLECT INCREASES IN
ADVISORY FEES OF THE RESPECTIVE FUNDS EFFECTIVE AUGUST 1, 1996 AS IF THE
INCREASES HAD BEEN IN EFFECT FOR THE YEAR ENDED DECEMBER 31, 1996. THE OTHER
INVESTMENT OPTIONS ARE NOT AFFECTED BY THIS CHANGE.
<TABLE>
<CAPTION>
INVESTMENT TOTAL FUND
ADVISORY FEES OTHER EXPENSES* ANNUAL EXPENSES
------------- --------------- ---------------
<S> <C> <C> <C>
Aetna Variable Fund 0.50% 0.06% 0.56%
Aetna Income Shares 0.40% 0.08% 0.48%
Aetna Investment Advisers Fund, Inc. 0.50% 0.08% 0.58%
</TABLE>
* As of May 1, 1996, the Company provides administrative services to the Funds
and assumes the Funds' 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.
- - THE FOLLOWING ILLUSTRATION APPLIES TO THE FUNDS EFFECTIVE AUGUST 1, 1996 TO
REFLECT THE INCREASES IN THE RESPECTIVE ADVISORY FEES AND MODIFIES THE
INFORMATION FOUND IN THE "HYPOTHETICAL ILLUSTRATION (EXAMPLE)" FOUND ON PAGE
FEE TABLE - 2 IN THE PROSPECTUS:
<TABLE>
<CAPTION>
EXAMPLE A EXAMPLE B
------------------------------------- -------------------------------------
IF YOU MAKE A COMPLETE WITHDRAWAL OF IF YOU DO NOT MAKE A COMPLETE
YOUR CONTRACT AT THE END OF THE WITHDRAWAL OF YOUR CONTRACT OR IF YOU
APPLICABLE TIME PERIOD: ANNUITIZE:*
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Aetna Variable Fund $70 $113 $147 $218 $19 $ 58 $101 $218
Aetna Income Shares $70 $111 $143 $209 $18 $ 56 $ 96 $209
Aetna Investment Advisers
Fund, Inc. $71 $114 $148 $220 $19 $ 59 $102 $220
</TABLE>
* This Example would not apply if a nonlifetime variable annuity option is
selected and a lump sum settlement is requested within three years after
annuity payments start since the lump-sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any deferred
sales charge that would then apply. (Refer to Example A.)
- -THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND UNDER "INVESTMENT
OPTIONS -- THE FUNDS" WITH RESPECT TO THE INVESTMENT ADVISERS FOUND ON PAGE 2
IN THE PROSPECTUS:
Effective August 1, 1996, Aeltus Investment Management, Inc. ("Aeltus") will
become the subadviser for the following Funds:
Aetna Variable Fund
Aetna Income Shares
Aetna Variable Encore Fund(1)
Aetna Investment Advisers Fund, Inc.
(1) It is currently expected that the proposal relating to the approval of
Aeltus as a subadviser for the Aetna Variable Encore Fund will be submitted
to shareholders at a meeting to be held on July 19, 1996. If approved, such
proposal would be effective on August 6, 1996. (Refer to your Fund
prospectus for further information.)
Form No. X75980.1 June 1996
<PAGE>
PARTS A AND B
The Prospectus and the Statement of Additional Information are incorporated
into Part A and Part B of this Post-Effective Amendment No. 5, respectively,
by reference to Post-Effective Amendment No. 3 to the Registration Statement
on Form N-4 (File No. 33-75980), as filed electronically on April 9, 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(2)
(3.2) Alternative Form of Wholesaling Agreement and Related Selling
Agreement(2)
(4.1) Form of Variable Annuity Contract (G-CDA-HF)(3)
(4.2) Form of Variable Annuity Contract (GAIPH-HF)(4)
(4.3) Form of Variable Annuity Contract (GUIH-HF)(4)
(5) Form of Variable Annuity Contract Application (300-GPP-10)(4)
(6) Certificate of Incorporation and By-Laws of Depositor(5)
(7) Not applicable
(8) Fund Participation Agreement between Aetna Life Insurance and
Annuity Company, Investors Research Corporation and TCI Portfolios,
Inc. dated July 29, 1992 and amended December 22, 1992 and June 1,
1994(2)
(9) Opinion of Counsel(6)
(10.1) Consent of Independent Auditors
<PAGE>
(10.2) Consent of Counsel
(11) Not applicable
(12) Not applicable
(13) Not applicable
(14) Not applicable
(15.1) Powers of Attorney(7)
(15.2) Authorization for Signatures(2)
(27) Financial Data Schedule(8)
1. Incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File No. 33-75986), as filed
electronically on April 22, 1996.
2. 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.
3. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-75964), as filed on
February 24, 1995.
4. Incorporated by reference to Post-Effective Amendment No. 2 to
Registration Statement on Form N-4 (File No. 33-75980), as filed on April
28, 1995.
5. Incorporated by reference to Post-Effective Amendment No. 1 to
Registration Statement on Form S-1 (File No. 33-60477), as filed
electronically on April 15, 1996.
6. Incorporated by reference to Registrant's 24f-2 Notice for fiscal
year ended December 31, 1995, as filed electronically on February 29,
1996.
7. 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.
8. Incorporated by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form N-4 (File No. 33-75980), 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 and Vice President
Creed R. Terry Director and 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.
<PAGE>
ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR
OR REGISTRANT
Incorporated herein by reference to Item 25 of Post-Effective Amendment No.
41 to the Registration Statement on Form N-1A (File No. 2-53038), as filed
electronically on June 7, 1996.
ITEM 27. NUMBER OF CONTRACT OWNERS
As of March 31, 1996, there were 555,664 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 Aetna Variable Encore Fund, Aetna
Variable Fund, Aetna Series Fund, Inc., Aetna Generation Portfolios,
Inc., Aetna Income Shares, Aetna Investment Advisers Fund, Inc., Aetna
GET Fund,
<PAGE>
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, C and G.
(b) See Item 25 regarding the Depositor.
(c) Compensation as of December 31, 1995:
(1) (2) (3) (4) (5)
Name of Net Underwriting Compensation
Principal Discounts and on Redemption Brokerage
Underwriter Commissions or Annuitization Commissions Compensation*
- ----------- ---------------- ---------------- ----------- -------------
Aetna Life $1,830,629 $74,341,006
Insurance and
Annuity
Company
* 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 accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules under it relating to the
securities described in and issued under this Registration Statement are
located at the home office of the Depositor as follows:
Aetna Life Insurance and Annuity Company
151 Farmington Avenue
Hartford, Connecticut 06156
ITEM 31. MANAGEMENT SERVICES
Not applicable
ITEM 32. UNDERTAKINGS
Registrant hereby undertakes:
<PAGE>
(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
(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) 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. 5 to its Registration Statement on Form N-4 (File No. 33-75980) and has
caused this Post-Effective Amendment No. 5 to its Registration Statement on
Form N-4 (File No. 33-75980) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hartford, State of Connecticut, on
the 20th day of June, 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. 5 to the Registration Statement on Form N-4 (File No. 33-75980)
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 )
- ------------------------ )
Daniel P. Kearney (principal executive officer) )
)
Timothy A. Holt* Director and Chief Financial Officer ) June
- ------------------------ ) 20, 1996
Timothy A. Holt )
)
Christopher J. Burns* Director )
- ------------------------ )
Christopher J. Burns )
)
Laura R. Estes* Director )
- ------------------------ )
Laura R. Estes )
)
Gail P. Johnson* Director )
- ------------------------ )
Gail P. Johnson )
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
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 )
)
Eugene M. Trovato* Vice President and Treasurer, Corporate Controller )
- ------------------------ )
Eugene M. Trovato )
</TABLE>
By: /s/ Julie E. Rockmore
-----------------------------------------
Julie E. Rockmore
*Attorney-in-Fact
<PAGE>
VARIABLE ANNUITY ACCOUNT C
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT PAGE
<C> <S> <C>
99-B.1 Resolution of the Board of Directors of Aetna Life Insurance and *
Annuity Company establishing Variable Annuity Account C
99-B.3.1 Form of Broker-Dealer Agreement *
99-B.3.2 Alternative Form of Wholesaling Agreement and Related Selling *
Agreement
99-B.4.1 Form of Variable Annuity Contract (G-CDA-HF) *
99-B.4.2 Form of Variable Annuity Contract (GAIPH-HF) *
99-B.4.3 Form of Variable Annuity Contract (GUIH-HF) *
99-B.5 Form of Variable Annuity Contract Application (300-GPP-10) *
99-B.6 Certificate of Incorporation and By-Laws of Depositor *
99-B.8 Fund Participation Agreement between Aetna Life Insurance and *
Annuity Company, Investors Research Corporation and TCI
Portfolios, Inc. dated July 29, 1992 and amended December 22,
1992 and June 1, 1994
99-B.9 Opinion of Counsel *
99-B.10.1 Consent of Independent Auditors ___
99-B.10.2 Consent of Counsel ___
99-B.15.1 Powers of Attorney *
99-B.15.2 Authorization for Signatures *
27 Financial Data Schedule *
</TABLE>
*Incorporated by reference
<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 incorporated herein by reference.
/s/ KPMG Peat Marwick
Hartford, Connecticut
June 19, 1996
<PAGE>
Susan E. Bryant
Counsel
Law and Regulatory Affairs, RE4C
151 Farmington Avenue
Hartford, CT 06156
(860) 273-7834
Fax: (860) 273-8340
June 19, 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. 5 to the Registration Statement on Form N-4
File Nos. 33-75980 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 B of Aetna Life Insurance and Annuity
Company on February 29, 1996) as an exhibit to this Post-Effective Amendment No.
5 to the Registration Statement on Form N-4 (File No. 33-75980) 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
