VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485APOS, 1997-02-11
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As filed with the Securities and Exchange             Registration No. 33-75964*
Commission on February 11, 1997                      Registration No. 811-2513


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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

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

                       Post-Effective Amendment No. 12 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

                    Aetna Life Insurance and Annuity Company

            151 Farmington Avenue, RC4A, Hartford, Connecticut 06156

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

                            Susan E. Bryant, Counsel
                    Aetna Life Insurance and Annuity Company
            151 Farmington Avenue, RC4A, Hartford, Connecticut 06156
                     (Name and Address of Agent for Service)

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

It is proposed that this filing will become effective:

                   60 days after filing pursuant to paragraph (a)(2) of Rule 485
      --------
         X         on May 1, 1997 pursuant to paragraph (a)(1) 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 expects to file a Rule 24f-2 Notice for the fiscal year ended
December 31, 1996 on or before February 28, 1997.

*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 prospectuses relating
to the securities covered by the following earlier Registration Statements:
33-75958; 33-75960; and 33-75994.


<PAGE>

                                            VARIABLE ANNUITY ACCOUNT C
                                               CROSS REFERENCE SHEET

<TABLE>
<CAPTION>


     FORM N-4                        PART A (PROSPECTUS)                                  LOCATION
     --------                        -------------------                                  --------
     ITEM NO.
     --------

<S>     <C>         <C>                                                     <C>             
        1           Cover Page...........................................   Cover Page

        2           Definitions..........................................   Definitions

        3           Synopsis.............................................   Prospectus Summary; Fee Table

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

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


<PAGE>




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

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

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

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

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

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

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

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

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

        23          Financial Statements.................................   Financial Statements

</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

          AetnaPlus - Group Variable Annuity Contracts for Tax-Deferred
                       Annuity Plans (Section 403(b)) and
                   Defined Contribution Plans (Section 401(a))

                May 1, 1997 Supplement to May 1, 1997 Prospectus

                        St. John's Regional Health Center

The following is a negotiated provision regarding the deferred sales charge
applicable to the St. John's Regional Health Center tax-deferred annuity plan.
(See "Deferred Sales Charge - Reduction or Elimination of the Deferred Sales
Charge.")


         Participants may withdraw up to 10% of the current Account Value
         annually without a deferred sales charge. This applies only to the
         first partial withdrawal in each calendar year. The 10% partial
         withdrawal amount will be calculated using the Account Value on the
         date of the withdrawal request. This provision is available to all
         Participants up to age 70-1/2 (instead of between the ages of
         59-1/2 and 70-1/2). Any loans outstanding on a 403(b) Account are
         excluded from the Account Value when calculating the 10% partial
         withdrawal amount. This provision is not applicable to a full
         withdrawal of the Account. It is also not applicable to a partial
         withdrawal due to loan defaults.


X75964.13-97


<PAGE>


                           Variable Annuity Account C

                AetnaPlus - Group Variable Annuity Contracts For
                   Tax-Deferred Annuity Plans (Section 403(b))

                May 1, 1997 Supplement to May 1, 1997 Prospectus

                                Suburban Hospital

The following is a negotiated provision regarding the deferred sales charge
applicable to the Suburban Hospital tax-deferred annuity plan. (See "Deferred
Sales Charge - Reduction or Elimination of the Deferred Sales Charge.")

        In addition to the exceptions listed in this Prospectus for 403(b)
        Plans, no deferred sales charge will be deducted from any Account Value
        which is withdrawn due to the Participant's separation from service.
        (The Contract Holder must submit documentation satisfactory to the
        Company confirming the Participant is no longer providing services to
        the employer.)

X75964.8-97

<PAGE>





                                  PROSPECTUS 
================================================================================
   
   The Contracts offered in connection with this Prospectus are group and 
individual deferred variable annuity contracts ("Contracts") issued by Aetna 
Life Insurance and Annuity Company (the "Company"). The Contracts are 
available for public school systems and certain tax-exempt (Section 
501(c)(3)) organizations for their employees under Section 403(b) of the 
Internal Revenue Code of 1986 as amended ("Code"), and for qualified defined 
contribution plans under Section 401(a) of the Code. (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: 

   
(bullet) Aetna Variable Fund 
(bullet) Aetna Income Shares 
(bullet) Aetna Variable Encore Fund 
(bullet) Aetna Investment Advisers Fund, Inc. 
(bullet) Aetna Ascent Variable Portfolio 
(bullet) Aetna Crossroads Variable Portfolio 
(bullet) Aetna Legacy Variable Portfolio 
(bullet) Aetna Variable Capital Appreciation Portfolio 
(bullet) Aetna Variable Growth Portfolio 
(bullet) Aetna Variable Index Plus Portfolio 
(bullet) Aetna Variable Small Company Portfolio 
(bullet) Alger American Growth Portfolio 
(bullet) Alger American Small Cap Portfolio 
(bullet) American Century VP Capital Appreciation 
 (formerly TCI Growth) 
(bullet) Calvert Responsibly Invested Balanced Portfolio 

(bullet) Fidelity VIP II Contrafund Portfolio 
(bullet) Fidelity VIP Equity-Income Portfolio 
(bullet) Fidelity VIP Growth Portfolio 
(bullet) Fidelity VIP Overseas Portfolio 
(bullet) Franklin Government Securities Trust 
(bullet) Janus Aspen Aggressive Growth Portfolio 
(bullet) Janus Aspen Balanced Portfolio 
(bullet) Janus Aspen Flexible Income Portfolio 
(bullet) Janus Aspen Growth Portfolio 
(bullet) Janus Aspen Short-Term Bond Portfolio 
(bullet) Janus Aspen Worldwide Growth Portfolio 
(bullet) Lexington Natural Resources Trust 
(bullet) Neuberger & Berman Growth Portfolio 
(bullet) Scudder International Portfolio Class A Shares 
    


The Credited Interest Options currently available under the Contract are the 
Guaranteed Accumulation Account, the Fixed 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 in 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 __
of this Prospectus. An SAI may be obtained by indicating the request on the 
Enrollment Materials 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, 1997. 
    


<PAGE> 

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

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 
  Purchase Payments                                               5 
  Transfer Credits                                                5 
  Right to Cancel                                                 5 
CHARGES AND DEDUCTIONS                                            5 
  Daily Deductions from the Separate Account                      5 
  Maintenance Fee                                                 6 
  Deferred Sales Charge                                           6 
  Fund Expenses                                                   8 
  Premium and Other Taxes                                         8 
CONTRACT VALUATION                                                8 
  Account Value                                                   8 
  Accumulation Units                                              8 
  Net Investment Factor                                           9 
TRANSFERS                                                         9 
  Dollar Cost Averaging Program                                   9 
WITHDRAWALS                                                       9 
  Reinvestment Privilege                                         10 
CONTRACT LOANS                                                   11 
ADDITIONAL WITHDRAWAL OPTIONS                                    11 
DEATH BENEFIT DURING ACCUMULATION PERIOD                         11 
ANNUITY PERIOD                                                   12 
  Annuity Period Elections                                       12 
  Annuity Options                                                12 
  Annuity Payments                                               13 
  Charges Deducted During the Annuity Period                     13 
  Death Benefit Payable During Annuity Period                    13 
TAX STATUS                                                       14 
  Introduction                                                   14 
  Taxation of the Company                                        14 
  Contracts Used with Certain Retirement Plans                   14 

<PAGE> 

MISCELLANEOUS                                                    16 
  Distribution                                                   16 
  Delay or Suspension of Payments                                17 
  Performance Reporting                                          17 
  Voting Rights                                                  17 
  Changes in Beneficiary Designations                            18 
  Modification of the Contract                                   18 
  Legal Matters and Proceedings                                  18 
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION              18 
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT                      20 
APPENDIX II--THE FIXED ACCOUNT                                   21 
APPENDIX III--THE FIXED PLUS ACCOUNT                             22 

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 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 or persons identified in the Enrollment 
Materials who are to receive any death benefit proceeds payable under the 
Contract. 

Code: Internal Revenue Code of 1986, as amended. 

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

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

Contract Holder: The person or entity to whom the Contract is issued. The 
Contract Holder of a group Contract is usually the employer; the Contract 
Holder of an individual Contract is the Participant. 

Credited Interest Options: The fixed interest options under the Contract. The 
Credited Interest Options currently consist of the Guaranteed Accumulation 
Account, the Fixed 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. 

Enrollment Materials: An application for an individual contract or an 
enrollment form for participation under a group contract. 

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. 

Participant (You): A person participating in a Plan maintained by an eligible 
organization. 

Plan(s): Tax-deferred annuity plans established under Section 403(b) of the 
Code for employees of public school systems and certain tax-exempt 
organizations (Section 501(c)(3) organizations), and defined contribution 
plans established under Section 401(a) of the Code. 

Purchase Payment(s): The gross payment(s) made to the Company under a 
Contract. 

- --------------------------------------------------------------------------------
                                DEFINITIONS - 1

<PAGE> 

Purchase Payment Periods: For "Installment Purchase Payment Accounts," the 
period of time for completion of the agreed upon annual number and amount of 
Purchase Payments. For example, if it is determined that the Purchase Payment 
Period will consist of 12 payments per year and only 11 payments are made, 
the Purchase Payment Period is not completed until the twelfth Purchase 
Payment is made. 

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






- --------------------------------------------------------------------------------
                                DEFINITIONS - 2

<PAGE> 

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

   
Contracts Offered 
   The Contracts offered in connection with this Prospectus are group and 
individual deferred variable annuity contracts issued by Aetna Life Insurance 
and Annuity Company (the "Company"). The purpose of the Contract is to 
accumulate values and to provide benefits upon retirement. The Contracts are 
available for public school systems and certain tax-exempt (Section 
501(c)(3)) organizations for their employees under Section 403(b) of the 
Code, and for qualified defined contribution plans under Section 401(a) of 
the Code. 
    

Contract Purchase 
   The Contract may be purchased by eligible organizations on behalf of a 
group made up of their employees. The individual contracts may be purchased 
by individuals under Plans that permit such purchase. Eligible employees may 
participate in the Contract by completing the Enrollment Materials 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 or 
through periodic salary reductions or employer contributions. (See 
"Purchase.") 

Free Look Period 
   Participation under the Contract may be cancelled 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 you will receive upon cancellation will reflect the 
investment performance of the Subaccounts into which your Purchase Payments 
were deposited. In some cases this may be more or less than the amount of 
your Purchase Payments. (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, as designated by the 
Participant. The Contract allows investment in any or all of the Subaccounts, 
as well as in the Credited Interest Options described below. The total number 
of investment options that may be selected during the Accumulation Period is 
limited. For a complete list of the Funds available under the Contracts, a 
description of the investment objectives of each of the Funds and their 
investment advisers, and a description of the limitations on the number of 
investment options, 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"), the Fixed 
Account, 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 and an administrative charge), as well as any annual maintenance fee 
and premium and other taxes. The Funds also incur certain fees and expenses 
which are deducted directly from the Funds. A deferred sales charge may apply 
upon a full or partial withdrawal of the Account Value. (See the Fee Table 
and "Charges and Deductions.") 

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 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 by properly completing a disbursement form and sending it to the 
Company. Limitations apply to withdrawals from the Fixed Plus Account. 
Certain charges may be assessed upon withdrawal. The withdrawal may also be 
subject to income tax and 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 
   Participants under Section 403(b) Plans may request a loan from their 
Account Value at any time during the Accumulation Period. Loans are not 
available from Contracts issued under Section 401(a) Plans. (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 in an amount 
equal to the Account Value. 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 
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 
which may be made on either a fixed, variable or combination fixed and 
variable basis. If a variable payout is selected, 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: 

   
   (bullet) Write to: Aetna Life Insurance and Annuity Company 
                      151 Farmington Avenue 
                      Hartford, Connecticut 06156-1277 
                      Attention: Customer Service 
    

   (bullet) Call Customer Service:1-800-525-4225 (for automated transfers or 
                                  changes in the 
                                  allocation of Account Values, call: 
                                  1-800-262-3862) 

- --------------------------------------------------------------------------------
                                   SUMMARY - 2

<PAGE> 

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

   
This Fee Table describes the various charges and expenses associated with the 
Contract during the Accumulation Period. For amounts deducted during the 
Annuity Period, see "Annuity Period--Charges Deducted During the Annuity 
Period." No sales charge is paid upon purchase of the Contract. All costs 
that are borne directly or indirectly under the Subaccounts and Funds are 
shown below. Some expenses may vary as explained under "Charges and 
Deductions." Charges shown do not include premium taxes that may be 
applicable. For more information regarding fees and expenses paid out of the 
assets of a particular Fund, see the Fund's prospectus. 
    

DIRECT CHARGES. These charges are deducted directly from the Account Value. 
They include: 

Deferred Sales Charge. The deferred sales charge is deducted as a percentage 
of the amount withdrawn. The total amount deducted for the deferred sales 
charge will not exceed 8.5% of the total Purchase Payments applied to the 
Account. The amount of the deferred sales charge is calculated as follows: 

Installment Purchase Payment Accounts: 

              Purchase Payment              Deferred Sales 
             Periods Completed             Charge Deduction 
      --------------------------------  --------------------- 
      Less than 5                                 5% 
      5 or more but less than 7                   4% 
      7 or more but less than 9                   3% 
      9 or more but less than 10                  2% 
      More than 10                                0% 


Single Purchase Payment Accounts:

             Account Years                 Deferred Sales 
              Completed                   Charge Deduction 
       -------------------------------  --------------------- 
       Less than 5                                 5% 
       5 or more but less than 6                   4% 
       6 or more but less than 7                   3% 
       7 or more but less than 8                   2% 
       8 or more but less than 9                   1% 
       9 or more                                   0% 

Annual Contract Maintenance Fee Installment Purchase 
  Payment Accounts                                        $20.00 
Single Purchase Payment Accounts                          $ 0.00 

   
The maintenance fee will generally be deducted annually from each Account 
during the Accumulation Period. The amount of the maintenance fee may be 
reduced or eliminated for group Contracts. The amount shown is the maximum 
maintenance fee that can be deducted under each Account. 

INDIRECT CHARGES. 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. For all Contracts except those for 
which an Administrative Expense Charge is imposed (see "Charges and 
Deductions"), Indirect Charges are: 

Mortality and Expense Risk Charge       1.25% 
Administrative Expense Charge           0.00%* 
                                       -------- 
Total Separate Account Charges          1.25% 
                                       ======== 
    
   
For Contracts for which an Administrative Expense Charge is imposed (see 
"Charges and Deductions"), Indirect Charges are: 

Mortality and Expense Risk Charge        1.25% 
Administrative Expense Charge            0.25%* 
                                        -------- 
Total Separate Account Charges           1.50% 
                                        ======== 

*During the Annuity Period, an administrative expense charge of 0.25% will 
 apply for all Participants who enrolled in a group Contract or became 
 covered under an individual Contract on or after May 1, 1994. 


- --------------------------------------------------------------------------------
                                  FEE TABLE - 1

<PAGE> 

Annual Expenses of the Funds 


The following table illustrates the advisory fees and other expenses 
applicable to the Funds. Except as noted, these figures are a percentage of 
each Fund's average net assets and are based on figures for the year ended 
December 31, 1996. A Fund's "Other Expenses" include operating costs of the 
Fund. The expenses shown below are reflected in the Fund's net asset value 
and are not deducted from the Account Value under the Contract. 

    


<TABLE>
<CAPTION>
   
                                                         Investment 
                                                          Advisory 
                                                           Fees(1)       Other Expenses 
                                                       (after expense    (after expense     Total Fund 
                                                       reimbursement)    reimbursement)   Annual Expenses 
                                                        --------------   --------------  ---------------- 
<S>                                                         <C>               <C>              <C>   
Aetna Variable Fund(2)                                      0.50%             0.06%            0.56% 
Aetna Income Shares(2)                                      0.40%             0.08%            0.48% 
Aetna Variable Encore Fund(2)                               0.25%             0.10%            0.35% 
Aetna Investment Advisers Fund, Inc.(2)                     0.50%             0.08%            0.58% 
Aetna Ascent Variable Portfolio(2)                          0.60%             0.15%            0.75% 
Aetna Crossroads Variable Portfolio(2)                      0.60%             0.15%            0.75% 
Aetna Legacy Variable Portfolio(2)                          0.60%             0.15%            0.75% 
Aetna Variable Capital Appreciation Portfolio(2)            0.60%             0.15%            0.75% 
Aetna Variable Growth Portfolio(2)                          0.60%             0.15%            0.75% 
Aetna Variable Index Plus Portfolio(2)                      0.35%             0.15%            0.50% 
Aetna Variable Small Company Portfolio(2)                   0.75%             0.15%            0.90% 
Alger American Growth Portfolio                             0.75% 
Alger American Small Cap Portfolio                          0.85% 
American Century VP Capital Appreciation(3)                 1.00% 
Calvert Responsibly Invested Balanced Portfolio(4)          0.70% 
Fidelity VIP II Contrafund Portfolio(5)                     0.61% 
Fidelity VIP Equity-Income Portfolio                        0.51% 
Fidelity VIP Growth Portfolio                               0.61% 
Fidelity VIP Overseas Portfolio                             0.76% 
Franklin Government Securities Trust(6)                     0.63% 
Janus Aspen Aggressive Growth Portfolio(7)                  0.75% 
Janus Aspen Balanced Portfolio(7)                           0.82% 
Janus Aspen Flexible Income Portfolio                       0.65% 
Janus Aspen Growth Portfolio(7)                             0.65% 
Janus Aspen Short-Term Bond Portfolio(7)                    0.00% 
Janus Aspen Worldwide Growth Portfolio(7)                   0.68% 
Lexington Natural Resources Trust                           1.00% 
Neuberger & Berman Growth Portfolio(8)                      0.84% 
Scudder International Portfolio Class A Shares              0.88% 
</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) The Company provides administrative services to the Funds and assumes the 
    Fund's ordinary recurring direct costs under an Administrative Services 
    Agreement. The "Other Expenses" shown reflect the fee payable under that 
    Agreement. 
(3) 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. 
(4) The Management and Advisory Fees are subject to a performance adjustment, 
    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 
      %. Net fund operating expenses after reduction for fees paid indirectly 
    would be     %. 
(5) A portion of the brokerage commissions the Fund paid was used to reduce 
    its expenses. Without this reduction, total operating expenses would have 
    been     % for the Contrafund Portfolio. 
(6) 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 at 
    any time during 1996. 
(7) The information for each Portfolio is net of fee waivers or reductions 
    from Janus Capital. Fee reductions for the Aggressive Growth, 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 
    

- --------------------------------------------------------------------------------
                                  FEE TABLE - 2

<PAGE> 

   
    reductions, the Management Fee, Other Expenses and Total Fund Annual 
    Expenses would have been     %,     %, and     % for Aggressive Growth 
    Portfolio;     %,     % and     % for Growth Portfolio;     %,     % and 
        % for Short-Term Bond Portfolio; and     %,     % and     % 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. 

(8) Neuberger and Berman Advisers Management Trust (the "Trust") is divided 
    into portfolios ("Portfolios"), each of which invests all of its net 
    investable assets in a corresponding series ("Series") of Advisers 
    Managers 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.) 
    

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. 

   
WITHOUT ADMINISTRATIVE EXPENSE CHARGE: 

The following Examples illustrate the expenses that would have been paid 
assuming a $1,000 investment in the Contract and a 5% return on assets. This 
example assumes that no Administrative Expense Charge is imposed. For the 
purposes of these Examples, the maximum maintenance fee of $20.00 that can be 
deducted under the Contract has been converted to a percentage of assets 
equal to      %. 
    

<TABLE>
<CAPTION>
   
                                            EXAMPLE A                                EXAMPLE B 
                              --------------------------------------   --------------------------------------- 
                             If you withdraw your entire Account      If you do not withdraw your Account 
                             Value at end of the periods shown, you   Value, or if you annuitize at the end 
                             would pay the following expenses,        of the periods shown, you would pay the 
                             including any applicable deferred        following expenses (no deferred sales 
                             sales charge:                            charge is reflected):* 
                             1 year   3 years  5 years   10 years     1 year   3 years  5 years  10 years 
                             -------  -------  -------    ----------  -------  -------  -------   ----------- 
<S>                          <C>      <C>      <C>       <C>          <C>      <C>      <C>      <C>
Aetna Variable Fund 
Aetna Income Shares 
Aetna Variable Encore Fund 
Aetna Investment Advisers 
  Fund, Inc. 
Aetna Ascent Variable 
  Portfolio 
Aetna Crossroads Variable 
  Portfolio 
Aetna Legacy Variable 
  Portfolio 
Aetna Variable Capital 
  Appreciation Portfolio 
Aetna Variable Growth 
  Portfolio 
Aetna Variable Index Plus 
  Portfolio 
Aetna Variable Small 
  Company Portfolio 
Alger American Growth 
  Portfolio 
Alger American Small Cap 
  Portfolio 
American Century VP 
  Capital Appreciation 
Calvert Responsibly 
  Invested Balanced 
  Portfolio 
Fidelity VIP II Contrafund 
  Portfolio 
Fidelity VIP Equity-Income 
  Portfolio 
Fidelity VIP Growth 
  Portfolio 
Fidelity VIP Overseas 
  Portfolio 
Franklin Government 
  Securities Trust 
Janus Aspen Aggressive 
  Growth Portfolio 
Janus Aspen Balanced 
  Portfolio 
Janus Aspen Flexible 
  Income Portfolio 
Janus Aspen Growth 
  Portfolio 
Janus Aspen Short-Term 
  Bond Portfolio 
Janus Aspen Worldwide 
  Growth Portfolio 

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

Lexington Natural Resources Trust 
Neuberger & Berman Growth Portfolio 
Scudder International Portfolio Class A Shares 
</TABLE>
    
   
*This Example would not apply if a nonlifetime variable annuity option is 
selected, and a lump sum settlement is requested before a minimum number of 
years of payments (as specified in the Contract) have been completed 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.) 

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. 


WITH ADMINISTRATIVE EXPENSE CHARGE: 


The following Examples illustrate the expenses that would have been paid 
assuming a $1,000 investment in the Contract and a 5% return on assets. This 
example assumes that an Administrative Expense Charge is imposed. For the 
purposes of these Examples, the maximum maintenance fee of $20.00 that can be 
deducted under the Contract has been converted to a percentage of assets 
equal to      %. 
    
   
<TABLE>
<CAPTION>
                                            EXAMPLE A                                EXAMPLE B 
                              --------------------------------------   --------------------------------------- 
                             If you withdraw your entire Account      If you do not withdraw your Account 
                             Value at the end of the periods shown,   Value, or if you annuitize at the end 
                             you would pay the following expenses,    of the periods shown, you would pay the 
                             including any applicable deferred        following expenses (no deferred sales 
                             sales charge:                            charge is reflected):* 
                             1 year   3 years  5 years   10 years     1 year   3 years  5 years  10 years 
                             -------  -------  -------    ----------  -------  -------  -------   ----------- 
<S>                          <C>      <C>      <C>       <C>          <C>      <C>      <C>      <C>
Aetna Variable Fund 
Aetna Income Shares 
Aetna Variable Encore Fund 
Aetna Investment Advisers 
  Fund, Inc. 
Aetna Ascent Variable 
  Portfolio 
Aetna Crossroads Variable 
  Portfolio 
Aetna Legacy Variable 
  Portfolio 
Aetna Variable Capital 
  Appreciation Portfolio 
Aetna Variable Growth 
  Portfolio 
Aetna Variable Index Plus 
  Portfolio 
Aetna Variable Small 
  Company Portfolio 
Alger American Growth 
  Portfolio 
Alger American Small Cap 
  Portfolio 
American Century VP 
  Capital Appreciation 
Calvert Responsibly 
  Invested Balanced 
  Portfolio 
Fidelity VIP II Contrafund 
  Portfolio 
Fidelity VIP Equity-Income 
  Portfolio 
Fidelity VIP Growth 
  Portfolio 
Fidelity VIP Overseas 
  Portfolio 
Franklin Government 
  Securities Trust 
Janus Aspen Aggressive 
  Growth Portfolio 
Janus Aspen Balanced 
  Portfolio 
Janus Aspen Flexible 
  Income Portfolio 
Janus Aspen Growth 
  Portfolio 
Janus Aspen Short-Term 
  Bond Portfolio 
Janus Aspen Worldwide 
  Growth Portfolio 
Lexington Natural 
  Resources Trust 
Neuberger & Berman Growth 
  Portfolio 
Scudder International 
  Portfolio Class A Shares 
</TABLE>
    
   
*This Example would not apply if a nonlifetime variable annuity option is 
selected, and a lump sum settlement is requested before a minimum number of 
years of payments (as specified in the Contract) have been completed, 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.) 
    

- --------------------------------------------------------------------------------
                                  FEE TABLE - 4

<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 ten-year period ended December 31, 1996 (as applicable), 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, 1996 and the 
independent auditors' report thereon, are included in the Statement of 
Additional Information. 
    

   
<TABLE>
<CAPTION>
                                    1996      1995           1994           1993         1992 
                                   -----    ----------     ----------     ----------   ---------- 
<S>                                <C>     <C>            <C>            <C>            <C>
AETNA VARIABLE FUND                                                      
Value at beginning of period                   $10.778        $11.020       $10.454     $97.165 
Value at end of period                         $14.077        $10.778       $11.020     $10.454(2) 
Increase (decrease) in value of                                          
  accumulation unit(1)                           30.61%         (2.20)%         5.41%          (2) 
Number of accumulation units                                             
  outstanding at end of period             188,964,022    114,733,035    44,166,470      21,250 
AETNA INCOME SHARES                                                      
Value at beginning of period                   $10.360        $10.905       $10.068     $36.789 
Value at end of period                         $12.098        $10.360       $10.905     $10.068(3) 
Increase (decrease) in value of                                          
  accumulation unit(1)                           16.78%         (5.00)%         8.31%          (3) 
Number of accumulation units                                             
  outstanding at end of period              21,379,976     11,713,354     4,084,142       3,870 
AETNA VARIABLE ENCORE FUND                                               
Value at beginning of period                   $10.528        $10.241       $10.048     $33.812 
Value at end of period                         $11.026        $10.528       $10.241     $10.048(4) 
Increase (decrease) in value of                                          
  accumulation unit(1)                            4.73%          2.80%         1.92%           (4) 
Number of accumulation units                                             
  outstanding at end of period              12,999,680      7,673,528     2,766,044         825 
AETNA INVESTMENT ADVISERS                                                
  FUND, INC.                                                             
Value at beginning of period                   $10.868        $11.057       $10.189     $12.736 
Value at end of period                         $13.673        $10.868       $11.057     $10.189(6) 
Increase (decrease) in value of                                          
  accumulation unit(1)                           25.81%         (1.71)%         8.52%          (6) 
Number of accumulation units                                             
  outstanding at end of period              38,152,395     23,139,604    11,368,365      11,508 
Number of accumulation units                                             
  outstanding at end of period                                           
</TABLE>
    
   
<TABLE>
<CAPTION>
                                       1991         1990         1989         1988         1987 
                                    ----------   ----------   ----------   ----------   ---------- 
<S>                                 <C>          <C>          <C>          <C>          <C>
AETNA VARIABLE FUND 
Value at beginning of period           $77.845      $76.311      $59.871      $52.885      $50.760 
Value at end of period                 $97.165      $77.845      $76.311      $59.871      $52.885 
Increase (decrease) in value of 
  accumulation unit(1)                   24.82%        2.01%       27.46%       13.21%        4.19% 
Number of accumulation units 
  outstanding at end of period      20,948,226   18,362,906   17,142,820   16,455,396   16,497,406 
AETNA INCOME SHARES 
Value at beginning of period           $31.192      $28.943      $25.574      $24.061      $23.308 
Value at end of period                 $36.789      $31.192      $28.943      $25.574      $24.061 
Increase (decrease) in value of 
  accumulation unit(1)                   17.94%        7.77%       13.17%        6.29%        3.23% 
Number of accumulation units 
  outstanding at end of period       7,844,412    6,984,793    6,202,834    5,955,293    5,372,271 
AETNA VARIABLE ENCORE FUND 
Value at beginning of period           $32.138      $30.012      $27.783      $26.171      $24.812 
Value at end of period                 $33.812      $32.138      $30.012      $27.783      $26.171 
Increase (decrease) in value of 
  accumulation unit(1)                    5.21%        7.08%        8.02%        6.16%        5.48% 
Number of accumulation units 
  outstanding at end of period       8,430,082   10,220,110    8,286,033    8,154,644    7,326,151 
AETNA INVESTMENT ADVISERS 
  FUND, INC. 
Value at beginning of period           $10.896      $10.437      $10.000(5) 
Value at end of period                 $12.736      $10.896      $10.437 
Increase (decrease) in value of 
  accumulation unit(1)                   16.89%        4.40%        4.37% 
Number of accumulation units 
  outstanding at end of period      22,898,099   17,078,985    9,535,986 
AETNA ASCENT VARIABLE PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of 
  accumulation unit(1) 
Number of accumulation units 
  outstanding at end of period 
AETNA CROSSROADS VARIABLE PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of 
  accumulation unit(1) 
Number of accumulation units 
  outstanding at end of period 
AETNA LEGACY VARIABLE PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of 
  accumulation unit(1) 
Number of accumulation units 
  outstanding at end of period 
AETNA VARIABLE INDEX PLUS PORTFOLIO 
Value at beginning of period 
Value at end of period 
Increase (decrease) in value of 
  accumulation unit(1) 
Number of accumulation units 
  outstanding at end of period 
</TABLE>
    

- --------------------------------------------------------------------------------
                                 AUV HISTORY - 1

<PAGE> 

                 CONDENSED FINANCIAL INFORMATION (continued) 
================================================================================

<TABLE>
<CAPTION>
   
                                    1996      1995           1994         1993         1992 
                                   -----    ----------     ----------   ----------   ---------- 
<S>                                <C>     <C>            <C>           <C>          <C>
ALGER AMERICAN GROWTH PORTFOLIO                           
Value at beginning of period                  $10.000(7)   
Value at end of period                        $10.157     
Increase (decrease) in value of                           
  accumulation unit(1)                           1.57%    
Number of accumulation units                              
  outstanding at end of period              2,832,440     
ALGER AMERICAN SMALL CAP                                  
  PORTFOLIO                                               
Value at beginning of period                   $9.437         $9.959      $10.000(8) 
Value at end of period                        $13.450         $9.437       $9.959 
Increase (decrease) in value of                           
  accumulation unit(1)                          42.52%         (5.24)%      (0.41)% 
Number of accumulation units                              
  outstanding at end of period             15,036,765      6,339,407      781,836 
AMERICAN CENTURY VP CAPITAL APPRECIATION**                
Value at beginning of period                  $11.781        $12.069      $10.692     $10.000(9) 
Value at end of period                        $15.253        $11.781      $12.069     $10.692 
Increase (decrease) in value of                           
  accumulation unit(1)                          29.47%         (2.39)%      12.88%       6.92% 
Number of accumulation units                              
  outstanding at end of period             21,986,645     12,853,828    3,667,821       2,254 
CALVERT RESPONSIBLY INVESTED                              
  BALANCED PORTFOLIO*                                     
Value at beginning of period                  $10.554        $11.036      $10.278     $10.000(9) 
Value at end of period                        $13.527        $10.554      $11.036     $10.278 
Increase (decrease) in value of                           
  accumulation unit(1)                          28.17%         (4.37)%       7.37%       2.78% 
Number of accumulation units                              
  outstanding at end of period                966,098        521,141      144,168       2,556 
FIDELITY VIP II CONTRAFUND PORTFOLIO                      
Value at beginning of period                  $10.000(7)   
Value at end of period                        $10.397     
Increase (decrease) in value of                           
  accumulation unit(1)                           3.97%    
Number of accumulation units                              
  outstanding at end of period              2,116,732     
FIDELITY VIP EQUITY-INCOME PORTFOLIO                      
Value at beginning of period                  $10.000(7)   
Value at end of period                        $11.092     
Increase (decrease) in value of                           
  accumulation unit(1)                          10.92%    
Number of accumulation units                              
  outstanding at end of period              1,660,304     
FIDELITY VIP GROWTH PORTFOLIO                             
Value at beginning of period                  $10.000(7)   
Value at end of period                        $10.066     
Increase (decrease) in value of                           
  accumulation unit(1)                           0.66%    
Number of accumulation units                              
  outstanding at end of period              1,833,794     
FIDELITY VIP OVERSEAS PORTFOLIO                           
Value at beginning of period                  $10.000(7)   
Value at end of period                         $9.961     
Increase (decrease) in value of                           
  accumulation unit(1)                          (0.39)%   
Number of accumulation units                              
  outstanding at end of period                196,090     
FRANKLIN GOVERNMENT SECURITIES                            
  TRUST                                                   
Value at beginning of period                  $10.119        $10.642      $10.008     $10.000(9) 
Value at end of period                        $11.762        $10.119      $10.642     $10.008 
Increase (decrease) in value of                           
  accumulation unit(1)                          16.24%         (4.91)%       6.33%       0.08% 
Number of accumulation units                              
  outstanding at end of period                717,760        325,365      167,137       5,559 
</TABLE>                                                
    


- --------------------------------------------------------------------------------
                                 AUV HISTORY - 2

<PAGE> 

                 CONDENSED FINANCIAL INFORMATION (continued) 
================================================================================

<TABLE>
<CAPTION>
   
                                    1996      1995           1994           1993         1992 
                                   -----    ----------     ----------     ----------   ---------- 
<S>                                <C>      <C>            <C>            <C>           <C>
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO                                   
Value at beginning of period                  $10.581        $10.000(10)   
Value at end of period                        $13.322        $10.581      
Increase (decrease) in value of                                           
  accumulation unit(1)                          25.91%          5.81%     
Number of accumulation units                                              
  outstanding at end of period              4,887,060        753,862      
JANUS ASPEN BALANCED PORTFOLIO                                            
Value at beginning of period                  $10.000(7)                  
Value at end of period                        $10.850                     
Increase (decrease) in value of                                           
  accumulation unit(1)                           8.50%                    
Number of accumulation units                                              
  outstanding at end of period                 93,304                     
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO                                     
Value at beginning of period                   $9.873        $10.000(10)   
Value at end of period                        $12.077         $9.873      
Increase (decrease) in value of                                           
  accumulation unit(1)                          22.33%         (1.27)%    
Number of accumulation units                                              
  outstanding at end of period                315,361         28,543      
JANUS ASPEN GROWTH PORTFOLIO                                              
Value at beginning of period                  $10.000(7)                  
Value at end of period                        $10.870                     
Increase (decrease) in value of                                           
  accumulation unit(1)                           8.70%                    
Number of accumulation units                                              
  outstanding at end of period                259,196                     
JANUS ASPEN SHORT-TERM BOND PORTFOLIO                                     
Value at beginning of period                  $10.000(7)                  
Value at end of period                        $10.323                     
Increase (decrease) in value of                                           
  accumulation unit(1)                           3.23%                    
Number of accumulation units                                              
  outstanding at end of period                 32,696                     
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO                                    
Value at beginning of period                  $10.000(7)                  
Value at end of period                        $10.877                     
Increase (decrease) in value of                                           
  accumulation unit(1)                           8.77%                    
Number of accumulation units                                              
  outstanding at end of period              1,036,040                     
LEXINGTON NATURAL RESOURCES TRUST                                         
Value at beginning of period                  $10.154        $10.877         $9.832     $10.000(9) 
Value at end of period                        $11.720        $10.154        $10.877      $9.832 
Increase (decrease) in value of                                           
  accumulation unit(1)                          15.42%         (6.65)%        10.63%      (1.68)% 
Number of accumulation units                                              
  outstanding at end of period                711,892        703,676        135,614         561 
NEUBERGER & BERMAN GROWTH PORTFOLIO                                       
Value at beginning of period                  $11.026        $11.747        $10.864     $10.000(9) 
Value at end of period                        $14.345        $11.026        $11.747     $10.864 
Increase (decrease) in value of                                           
  accumulation unit(1)                          30.10%         (6.14)%         8.13%       8.64% 
Number of accumulation units                                              
  outstanding at end of period              3,331,218      1,865,104        546,559      10,645 
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES                            
Value at beginning of period                  $12.687        $12.957         $9.578     $10.000(9) 
Value at end of period                        $13.923        $12.687        $12.957      $9.578 
Increase (decrease) in value of                                           
  accumulation unit(1)                           9.74%         (2.08)%        35.28%      (4.22)% 
Number of accumulation units                                              
  outstanding at end of period              7,323,208      6,558,946      1,020,233       5,232 
</TABLE>                                                                
    

- --------------------------------------------------------------------------------
                                 AUV HISTORY - 3

<PAGE> 

                 CONDENSED FINANCIAL INFORMATION (continued) 
================================================================================

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

(2) The Accumulation Unit value was converted to $10.000 on August 21, 1992 
    upon the commencement of a new administrative system. Immediately prior 
    to that date, the Accumulation Unit value of the Fund was $97.817. On the 
    date of conversion, additional units were issued so that account values 
    were not changed as a result of the conversion. The percentage change in 
    the Accumulation Unit value from the beginning of the year to the date of 
    conversion was 0.67%; the percentage change in the Accumulation Unit 
    value from the date of conversion to the end of the year was 4.54%. 

(3) The Accumulation Unit value was converted to $10.000 on August 21, 1992 
    upon the commencement of a new administrative system. Immediately prior 
    to that date, the Accumulation Unit value of the Fund was $38.521. On the 
    date of conversion, additional units were issued so that account values 
    were not changed as a result of the conversion. The percentage change in 
    the Accumulation Unit value from the beginning of the year to the date of 
    conversion was 4.70%; the percentage change in the Accumulation Unit 
    value from the date of conversion to the end of the year was 0.68%. 

(4) The Accumulation Unit value was converted to $10.000 on August 21, 1992 
    upon the commencement of a new administrative system. Immediately prior 
    to that date, the Accumulation Unit value of the Fund was $34.397. On the 
    date of conversion, additional units were issued so that account values 
    were not changed as a result of the conversion. The percentage change in 
    the Accumulation Unit value from the beginning of the year to the date of 
    conversion was 1.73%; the percentage change in the Accumulation Unit 
    value from the date of conversion to the end of the year was 0.48%. 

   
(5) Reflects less than a full year of performance activity. The initial 
    Accumulation Unit value was established at $10.000 on June 23, 1989, the 
    date on which the Fund commenced operations. 
    

(6) The Accumulation Unit value was converted to $10.000 on August 21, 1992 
    upon the commencement of a new administrative system. Immediately prior 
    to that date, the Accumulation Unit value of the Fund was $13.118. On the 
    date of conversion, additional units were issued so that account values 
    were not changed as a result of the conversion. The percentage change in 
    the Accumulation Unit value from the beginning of the year to the date of 
    conversion was 2.99%; the percentage change in the Accumulation Unit 
    value from the date of conversion to the end of the year was 1.89%. 

(7) 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. 

   
(8) Reflects less than a full year of performance activity. 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. 

(9) Reflects less than a full year of performance activity. The initial 
    Accumulation Unit value was established at $10.000 on August 21, 1992, 
    the date on which the Fund/Portfolio became available under the Contract. 

(10) Reflects less than a full year of performance activity. The initial 
     Accumulation Unit value was established at $10.000 during October 1994, 
     when the funds were first received in this option. 
    

* Formerly Calvert Socially Responsible Series. 

   
** Formerly TCI Portfolios, Inc.--TCI Growth. 
    

- --------------------------------------------------------------------------------
                                 AUV HISTORY - 4

<PAGE> 

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

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

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


                          VARIABLE ANNUITY ACCOUNT 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 of any other business 
conducted by the Company. Income, gains or losses of the Separate Account are 
credited to or charged against the assets of the Separate Account without 
regard to other income, gains or losses of the Company. All obligations 
arising under the Contracts are general corporate obligations of the Company. 

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

   
The Funds 
   Purchase Payments may be allocated to one or more of the Subaccounts as 
designated on the Enrollment Materials. In turn, the Subaccounts invest in 
the corresponding Funds at net asset value. The total number of investment 
options that you may select during the Accumulation Period is limited to 18. 
Each Subaccount selected, the Fixed Account, Fixed Plus Account, and each 
guaranteed term of GAA counts as one option, even if you no longer have 
amounts allocated to that option. 
    

   
   Under group Contracts, the Contract Holder may decide to offer only a 
select number of Funds under its Plan. In addition, under all Contracts, the 
Company may add, withdraw or substitute Funds, subject to the conditions in 
the Contract and in compliance with regulatory requirements. The availability 
of the Funds may also be subject to applicable regulatory authorization. Not 
all Funds may be available in all jurisdictions, under all Contracts or in 
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. 

(bullet) Aetna Variable Fund seeks to maximize total return through 
         investments in a diversified portfolio of common stocks and 
         securities convertible into common stock.(1) 

(bullet) Aetna Income Shares seeks to maximize total return, consistent with 
         reasonable risk, through investments in a diversified portfolio 
         consisting primarily of debt securities.(1) 

(bullet) 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) 

(bullet) Aetna Investment Advisers Fund, Inc. is a managed fund which seeks 
         to maximize investment return consistent 

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                                       1
<PAGE>

         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) 

(bullet) 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) 

(bullet) 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) 

(bullet) 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) 

   
(bullet) Aetna Variable Portfolios, Inc.--Aetna Variable Capital Appreciation 
         Portfolio seeks growth of capital primarily through investment in a 
         diversified portfolio of common stocks and securities convertible 
         into common stock. The Portfolio will use a value-oriented approach 
         in an attempt to outperform the total return performance of publicly 
         traded common stocks represented by the S & P 500 Composite Stock 
         Price Index ("S & P 500"), a broad based stock market index composed 
         of 500 common stocks selected by the Standard & Poor's Corporation. 
         The Portfolio uses the S & P 500 as a comparative benchmark because 
         it represents approximately two-thirds of the total market value of 
         all U.S. common stocks, and is well known to investors.(1) 

(bullet) Aetna Variable Portfolios, Inc.--Aetna Variable Growth Portfolio 
         seeks growth of capital through investment in a diversified 
         portfolio of common stocks and securities convertible into common 
         stocks believed to offer growth potential.(1) 

(bullet) Aetna Variable Portfolios, Inc.--Aetna Variable Index Plus Portfolio 
         seeks to outperform the total return performance of publicly traded 
         common stocks represented by the S & P 500.(1) 

(bullet) Aetna Variable Portfolios, Inc.--Aetna Variable Small Company 
         Portfolio seeks growth of capital primarily through investment in a 
         diversified portfolio of common stocks and securities convertible 
         into common stocks of companies with smaller market capitalizations. 
         Companies with smaller market capitalizations generally will have 
         market capitalization at the time of purchase of $1 billion or 
         less.(1) 
    

(bullet) 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) 

   
(bullet) 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 the 
         range of market capitalization of these companies was $   million to 
         $    billion.(2) 

(bullet) American Century Variable Portfolios, Inc.--American Century VP 
         Capital Appreciation (formerly TCI Portfolios, Inc.--TCI Growth) 
         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.(3) 

(bullet) 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.(4) 

(bullet) 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.(5) 
    


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

   
(bullet) 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.(5) 

(bullet) 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.(5) 

(bullet) 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).(5) 

(bullet) Franklin Government Securities Trust seeks income through 
         investments in obligations of the U.S. Government or its agencies or 
         instrumentalities, primarily GNMA obligations.(6) 

(bullet) 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 included companies with capitalizations of between approximately 
         $    million and $    billion, but which is expected to change on a 
         regular basis.(7) 

(bullet) 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% 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.(7) 

(bullet) 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).(7) 

(bullet) 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.(7) 

(bullet) 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.(7) 

(bullet) 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.(7) 

(bullet) 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.(8) 

(bullet) Neuberger & Berman Advisers Management Trust-- Growth Portfolio 
         seeks capital appreciation without regard to income. The Portfolio 
         generally invests in securities believed to have the maximum 
         potential for long-term capital appreciation. The Portfolio expects 
         to be almost fully invested in common stocks, often of companies 
         that may be temporarily out of favor in the market.(9) 

(bullet) 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.(10) 

Investment Advisers for each of the Funds: 
 (1)Aetna Life Insurance and Annuity Company (adviser); 
    Aeltus Investment Management, Inc. (sub-adviser) 
 (2)Fred Alger Management, Inc. 
 (3)American Century Investment Management, Inc. 
 (4)Calvert Asset Management Company, Inc. 
 (5)Fidelity Management & Research Company 
 (6)Franklin Advisers, Inc. 
 (7)Janus Capital Corporation 
 (8)Lexington Management Corporation (adviser); 
    Market Systems Research Advisors, Inc. (subadviser) 
 (9)Neuberger & Berman Management Inc. (Investment 
    Manager); Neuberger & Berman, L.P. (Sub-Adviser) 
(10)Scudder, Stevens & Clark, Inc. 
    

   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 


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

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 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 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. Under group 
Contracts, the Contract Holder may elect not to offer all Credited Interest 
Options under its Plan. 

(bullet) 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.) 

(bullet) The Fixed Account is a part of the Company's general account. The 
         Fixed Account guarantees a minimum interest rate, as specified in 
         the Contract. The Company may credit higher interest rates from time 
         to time. Transfers from the Fixed Account are limited. (See Appendix 
         II.) 

(bullet) The Fixed Plus Account is also 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 III.) 

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

Contract Availability 
   The Contracts are designed to fund Plans adopted by (1) public school 
systems and certain tax-exempt (Section 501(c)(3)) organizations for their 
employees under Section 403(b) of the Code, and (2) qualified defined 
contribution plans under Section 401(a) of the Code. The Contract Holder must 
notify the Company of the applicability of Title I of the Employee Retirement 
Income Security Act of 1974 ("ERISA"), as amended by subsequent law, 
including the Retirement Equity Act of 1984, to the Plan. 

   Eligible participants in the Plan seeking to invest and accumulate money 
for retirement can purchase individual interests in group Contracts, or under 
some Plans, they may purchase individual Contracts. The group Contract is 
generally owned by the employer or association, and individual accounts are 
established for each Participant. An individual Contract will be owned by the 
Participant under Plans that permit such purchase. In both cases, a 
Participant's interest in the Contract is known as his or her "Account." 

   For group Contracts issued in connection with Section 403(b) Plans, the 
employer has no right, title or interest in the amounts held under the 
Contract or in the Account; Participants make all elections under the 
Contract. For group Contracts issued in connection with Section 401(a) Plans, 
the Participant has such rights as are set forth in the Plan. Under 
individual Contracts, Participants have all contract rights. 

Purchasing Interests in the Contract 
   Eligible organizations may acquire a group Contract by submitting the 
appropriate forms to the Company. Once 


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

we approve the forms, a group Contract is issued to the employer or 
association as the group Contract Holder. Participants may purchase interests 
in a group Contract by submitting an enrollment form to the Company. For 
Plans that allow Participants to purchase an individual contract, 
Participants will submit an individual application to the Company. The 
enrollment forms and individual application are collectively referred to in 
this Prospectus as the "Enrollment Materials." 

   The Company must accept or reject the Enrollment Materials 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, pending acceptance of the 
forms only with the consent of the Participant, or under limited 
circumstances, with the consent of the group Contract Holder. If we agree to 
hold Purchase Payments for longer than the five business days based on the 
consent of the group Contract Holder, the Purchase Payments will be deposited 
in the Aetna Variable Encore Fund Subaccount until the forms are completed. 

Purchase Payments 
   Generally, two types of Purchase Payments may be made under the Contract, 
and depending upon which type of payment is made, different Accounts may be 
established for each payment type. Continuing, periodic payments will be 
placed in "Installment Purchase Payment Accounts." Lump-sum transfers of 
amounts accumulated under a pre- existing plan may be placed in "Single 
Purchase Payment Accounts" in accordance with the Company's procedures and 
minimums in effect at the time of purchase. The Code imposes a maximum limit 
on annual Purchase Payments which may be excluded from a Participant's gross 
income. (See "Tax Status.") 

   
   Allocation of Purchase Payments. Purchase Payments will initially be 
allocated to the Subaccounts or Credited Interest Options as specified by the 
Participant on the Enrollment Materials. 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 "Investment 
Options--The Funds.") 
    

Transfer Credits 
   The Company may provide a transfer credit on "transferred assets," subject 
to certain conditions and state approvals. Transferred assets are the value 
of contributions made on your behalf under this Plan or a prior plan before 
such amounts are applied to this Contract. The transfer credit will equal a 
percentage of the transferred assets applied to the Contract that remain in 
the Contract after a specified period of time. Once a transfer credit is 
applied to your Contract, all provisions of the Contract apply. This benefit 
is provided on a nondiscriminatory basis. If a transfer credit is due under 
the Contract, you will be provided with additional information specific to 
the Contract. 

Right to Cancel 
   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 your intent to cancel. In most states, you have ten days 
to exercise this right; some states allow you a longer free-look period. When 
we receive your request for cancellation, we will return your 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, you bear the entire 
investment risk for amounts allocated among the Subaccounts during the free 
look period. Account Values will be determined as of the next Valuation Date 
following our receipt of your request for cancellation at our Home Office. 

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

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

   If the amount deducted for mortality and expense risks is not sufficient 
to cover the mortality costs and expense shortfalls, the loss is borne by the 
Company. If the 


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

deduction is more than sufficient, the excess may be used to recover 
distribution expenses relating to the Contracts and as a source of profit to 
the Company. The Company expects to make a profit from the mortality and 
expense risk charge. 

   
   Administrative 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. 

   The administrative expense charge during the Accumulation Period equals, 
on an annual basis, 0.25% for Contracts effective prior to October 31, 1996 
where the number of Participants with assets in the Contract is less than 30 
as of November 30, 1996 and the Contract Holder has chosen not to elect one 
of the Company's electronic standards for cash collection and application of 
participant contribution data. There is currently no administrative expense 
charge assessed during the Accumulation Period for any other Contracts. 

   In addition, the administrative expense charge will not be imposed for 
participants who enrolled in a group contract prior to May 1, 1984, for any 
participants in individual Contracts issued prior to May 1, 1984, or for 
Contracts issued to public school systems. 

   During the Annuity Period, the administrative expense charge is 0.25% for 
all Participants who enrolled in a group Contract or became covered under an 
individual Contract on or after May 1, 1984. Once an Annuity Option is 
elected, the charge will be established and will be effective during the 
entire Annuity Period. 
    

Maintenance Fee 
   During the Accumulation Period, the Company will deduct an annual 
maintenance fee from each Installment Purchase Payment Account on its 
anniversary date. The maintenance fee is to reimburse the Company for some of 
its administrative expenses relating to the establishment and maintenance of 
the Accounts. 

   The maximum maintenance fee that can be deducted under the Contract is 
$20. However, under group Contracts the maintenance fee may be reduced or 
eliminated depending upon certain criteria described below. The maintenance 
fee will be deducted on a pro rata basis from each Subaccount in which you 
have an interest. If the Account Value is withdrawn, the full maintenance fee 
will be deducted at the time of withdrawal. 

   Reduction or Elimination of the Maintenance Fee. Under group Contracts, 
the annual maintenance fee may be reduced or eliminated under various 
conditions as agreed to by us and by the Contract Holder in writing. Any 
reduction or elimination of the annual maintenance fee will reflect 
differences in administrative costs and services after taking into 
consideration factors such as the following: 

(bullet) the size, characteristics, and nature of the group to which a 
         Contract is issued; 

(bullet) the level of our anticipated expenses in administering the Contract, 
         such as billing for Purchase Payments, producing periodic reports, 
         providing for the direct payment of Contract charges rather than 
         having them deducted from Account Values, and any other factors 
         pertaining to the level and expense of administrative services which 
         will be provided under the Contract. 

   Any reduction or elimination of maintenance fees will not be unfairly 
discriminatory against any person. We will make any reduction in annual 
maintenance fees according to our own rules in effect at the time an 
application for a Contract is approved. We reserve the right to change these 
rules from time to time. 

Deferred Sales Charge 
   Withdrawals of all or a portion of the Account Value may be subject to a 
deferred sales charge. The deferred sales charge is a percentage of the 
amounts withdrawn from the Subaccounts, the Fixed Account and the Guaranteed 
Accumulation Account. No deferred sales charge is deducted from amounts 
withdrawn from the Fixed Plus Account. 

   
   For Installment Purchase Payment Accounts, the deferred sales charge is 
based on the number of completed Purchase Payment Periods. For Single 
Purchase Payment Accounts (and for all Accounts under Contracts issued to the 
State of Montana and the Board of Trustees-- University of Illinois), it is 
based on the number of Account Years that have elapsed since the Purchase 
Payments were made. The amount of the deferred sales charge is determined in 
accordance with the schedule set forth in the following tables: 
    



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                                       6
<PAGE>

      Installment Purchase Payment Accounts: 

 Purchase Payment                     Deferred Sales 
Periods Completed                    Charge Deduction 
- --------------------------------  --------------------- 
Less than 5                                  5% 
5 or more but less than 7                    4% 
7 or more but less than 9                    3% 
9 or more but less than 10                   2% 
More than 10                                 0% 

         Single Purchase Payment Accounts: 

Account Years                        Deferred Sales 
  Completed                         Charge Deduction 
- -------------------------------  --------------------- 
Less than 5                                 5% 
5 or more but less than 6                   4% 
6 or more but less than 7                   3% 
7 or more but less than 8                   2% 
8 or more but less than 9                   1% 
9 or more                                   0% 

   Generally, if you transfer the total account value under another similar 
annuity contract issued by the Company to an Account under this Contract, the 
effective date of the new Account will be the same effective date as your 
former contract for the purpose of calculating the applicable deferred sales 
charge under this Contract. 

   A deferred sales charge will not be deducted from any portion of the 
Account Value if the withdrawal is: 

(bullet) applied to provide Annuity benefits; 

(bullet) taken on or after the tenth anniversary of the effective date of the 
         Account; 

(bullet) paid due to your death before Annuity payments begin; 

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

   
(bullet) paid where the Account Value is $3,500 or less and no amount has 
         been withdrawn, taken as a loan, or used to purchase Annuity 
         benefits during the prior 12 months; 

(bullet) subject to state regulatory approval, paid as a premium for a Single 
         Premium Immediate Annuity issued by the Company or one of its 
         affiliates, provided that the "Right to Cancel" under such other 
         annuity contract is not exercised by the Participant. An exercise of 
         the "Right to Cancel" under such other annuity contract shall be 
         treated as a request for Reinstatement under this Contract of the 
         amount refunded, and, at the option of the Participant, may then be 
         withdrawn subject to any Deferred Sales Charge applicable to this 
         Contract at the time the Account Value was first applied toward such 
         other annuity contract; or 

(bullet) taken from an installment Purchase Payment Account by a Participant 
         who is at least age 59-1/2 and who has completed nine Purchase 
         Payment Periods. 
    

   The deduction for the deferred sales charge will not exceed 8.5% of the 
total Purchase Payments actually made to the Account. The Company does not 
anticipate that the deferred sales charge will cover all sales and 
administrative expenses which it incurs in connection with the Contract. The 
difference will be covered by the general assets of the Company which are 
attributable, in part, to mortality and expense risk charges under the 
Contract described above. 

   Free Withdrawals. For Participants between the ages of 59-1/2 and 70-1/2, 
up to 10% of the current Account Value may be withdrawn during each calendar 
year without imposition of a Deferred Sales Charge. The free withdrawal 
applies only to the first partial withdrawal in each calendar year. The 10% 
amount will be based on the Account Value calculated on the Valuation Date 
next following our receipt of your request for withdrawal. Any outstanding 
contract loans are excluded from the Account Value when calculating the 10% 
free withdrawal amount. This provision does not apply to a full withdrawal of 
the Account, or to partial withdrawals due to a default on a contract loan 
(see "Contract Loans"). This provision may not be exercised if SWO is 
elected. (See "Additional Withdrawal Options.") 

   Reduction or Elimination of the Deferred Sales Charge. For a particular 
plan, we may reduce, waive or eliminate the deferred sales charge. Any 
reduction, waiver or elimination of such charges will reflect differences or 
expected differences in the amounts of unrecovered distribution costs or 
services of the types that the charge is intended to defray. When considering 
whether to reduce or eliminate such charges or to grant such a waiver, we 
will take into account factors which may include the following: 

(bullet) the number of participants under the Plan; 

(bullet) the expected level of assets or cash flow under the Plan; 

(bullet) the level of agent involvement in sales activities; 

(bullet) the level of our sales-related expenses; 

(bullet) the specific distribution provisions under the Plan; 

(bullet) the Plan's purchase of one or more other variable annuity contracts 
         from us and the features of those contracts; 

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

(bullet) the level of employer involvement in determining eligibility for 
         distributions under the Contract; and 

(bullet) our assessment of financial risk to the Company relating to 
         surrenders. 

   Any reduction, waiver or elimination of deferred sales charges will not be 
unfairly discriminatory against any person. 

   We may also negotiate provisions regarding the deferred sales charge with 
respect to Contracts issued to certain employer groups or associations which 
have negotiated on behalf of its employees. All variations in, or elimination 
of, provisions regarding the deferred sales charge resulting from such 
negotiations will be offered uniformly to all employees within the group. For 
specific information on fees applicable to your Account, please call the 
number listed under the "Inquiries" section. 

   We will make any reduction in deferred sales charge according to our own 
rules in effect at the time an application for a Contract is approved. We 
reserve the right to change these rules from time to time. 

Deferred Sales Charge Schedule for GAA for Certain New York Contracts 
   The following deferred sales charge schedule applies for withdrawals from 
the Guaranteed Accumulation Account for group Installment and Single Purchase 
Payment master Contracts that offer such option which are issued after July 
29, 1993 in the State of New York. This schedule is based on the number of 
completed Account Years for Single and Installment Purchase Payment Contracts 
as follows: 


 Completed                           Deferred Sales 
Account Years                       Charge Deduction 
- -------------------------------  --------------------- 
Less than 3                                 5% 
3 or more but less than 4                   4% 
4 or more but less than 5                   3% 
5 or more but less than 6                   2% 
6 or more but less than 7                   1% 
7 or more                                   0% 

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 at any time, 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.") 

                              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 and the administrative charge (if any). 

   Initial Purchase Payments will be credited to your Account at the AUV 
computed on the next Valuation Date following our acceptance of the 
Enrollment Materials, as described under "Purchase--Purchasing Interests in 
the Contract." Each subsequent Purchase Payment (or amount transferred) 
received by the Company by the close of 
    



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                                       8
<PAGE>

   
business of the New York Stock Exchange 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 and up to 0.25% as an administrative 
       expense charge. 
    

   The net investment rate may be either positive or negative. 

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

   At any time prior to the Annuity Date, you can transfer amounts held under 
your Contract from one Subaccount to another. Transfers between the Credited 
Interest Options and the Subaccounts are subject to certain restrictions. 
(See Appendices I, II and III.) 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. The minimum transfer amount may 
not be less than $500. However, the total number of investment options that 
you may select during the Accumulation Period is limited. (See "Investment 
Options--The Funds.") 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 not available during the Annuity Period. 
    

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, if 
available under your Plan. Dollar Cost Averaging is a system for investing a 
fixed amount of 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 limitations on withdrawals from the Fixed 
Plus Account and to the withdrawal restrictions under Section 403(b) 
Contracts described below. To request a withdrawal, you must properly 
complete a disbursement form and send it to our Home Office. Payments for 
withdrawal requests will be made in accordance with SEC requirements, but 
normally not later than seven calendar days following our receipt of a 
disbursement form. 

   Withdrawals may be requested as in one of the following forms: 

(bullet) Full Withdrawal of an Account: The amount paid upon a full 
         withdrawal will be the Account Value allocated to the Subaccounts, 
         the Guaranteed Accumulation Account (plus or minus a market value 
         adjustment) (see Appendix I), and the Fixed Account, minus any 
         applicable deferred sales charge and maintenance fee due, plus the 
         amount 



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                                       9
<PAGE>

         available for withdrawal from the Fixed Plus Account (see Appendix 
         III). 

(bullet) Partial Withdrawals (Percentage): The amount paid will be the 
         percentage of the Account Value requested minus any applicable 
         deferred sales charge; however, the amounts available for withdrawal 
         from the Fixed Plus Account is limited (see Appendix III). 

(bullet) Partial Withdrawal (Specified Dollar Amount): The amount paid will 
         be the dollar amount requested. However, the amount withdrawn from 
         the Account will equal the amount requested plus any applicable 
         deferred sales charge. The amount available for withdrawal from the 
         Fixed Plus Account is limited (see Appendix III). 

   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 the Participant's death, 
disability, attainment of age 59-1/2, separation from service or financial 
hardship. (See "Tax Status.") 

   Restrictions on Withdrawals Under the Texas Optional Retirement Program. A 
Participant in the Texas Optional Retirement Program may not elect to receive 
any form of distribution from the Contract before retirement, except upon 
becoming totally disabled or terminating employment with the Texas public 
institutions of higher learning. These restrictions limit the conditions 
under which a Participant may exercise the right to a full or partial 
withdrawal of Account Values, and the right to advance the date on which 
Annuity payments are to begin. The Company may require verification of 
eligibility from the employer prior to any distributions from the Contract. 
These restrictions are imposed by reason of an opinion of the Texas Attorney 
General interpreting applicable Texas law. 

   Restrictions on Withdrawals Under the Ball State University Plan. In 
connection with the Ball State University Alternate Pension Plan only, the 
Participant may not withdraw Account Values attributable to employer 
contributions and applicable earnings under the Alternate Pension Plan 
("Employer Account Value") unless the Participant's employement is terminated 
with Ball State University due to the Participant's death, retirement or 
separation from service. The Company reserves the right to require 
satisfactory documentation that the Participant is no longer providing 
service to Ball State University before a withdrawal request payable directly 
to a Participant will be considered in good order. The Contract Holder may 
withdraw the Employer Account Value without regard to this restriction, and 
Participants may transfer Employer Account Values pursuant to an Internal 
Revenue Service Revenue Ruling 90-24 transfer ("90-24 Transfer") without 
regard to this restriction. No deferred sales charge will apply to the first 
20% of such Employer Account Value transferred pursuant to a 90-24 Transfer 
in a calendar year. This waiver does not apply to a transfer of the full 
Employer Account Value pursuant to a 90-24 Transfer. 

   
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, as well as any applicable maintenance fee and any appropriate 
portion of any deferred sales charge imposed at the time of withdrawal. Any 
maintenance fee which falls due after the withdrawal and before the 
reinvestment will be deducted from the amounts 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. See Appendix I for a discussion of amounts withdrawn from GAA 
and then reinvested. The reinvestment privilege may be used only once. If you 
are contemplating reinvestment, you should seek competent advice regarding 
the tax consequences associated with such a transaction. 
    



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                                       10
<PAGE>

                                CONTRACT LOANS 
================================================================================

   
   During the Accumulation Period, Participants in 403(b) Plans may request a 
loan from their Account Value, if allowed by their Plan. Loans can only be 
taken from those Account Values held in the Subaccounts or from those 
Credited Interest Options that allow loans. (See Appendices I, II and III.) A 
loan may be obtained by reviewing and reading the terms of the loan 
agreement, properly completing a loan request form and submitting it to the 
Company's Home Office. Loans are not available from Contracts issued to 
401(a) Plans, unless provided for under your Contract. 
    


                        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. 

   The Additional Withdrawal Options currently available under the Contract 
include the following: 

(bullet) SWO--Systematic Withdrawal Option. SWO is a series of partial 
         withdrawals from your Account based on a payment method you select. 
         It is designed for those who want a periodic income while retaining 
         investment flexibility for amounts accumulated under a Contract. 
         (This option may not be elected if you have an outstanding contract 
         loan.) 

   
(bullet) ECO--Estate Conservation Option. ECO offers the same investment 
         flexibility as SWO but is designed for those who want to receive 
         only the minimum distribution that the Code requires each year. 
         Under ECO, the Company calculates the minimum distribution amount 
         required by law at the later of age 70-1/2 or retirement, or for 5% 
         owners at age 70-1/2 and pays you that amount once a year. 
    

   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. Taking a withdrawal 
under one of these Additional Withdrawal Options may have tax consequences. 
Any person concerned about tax implications should consult a competent tax 
advisor prior to election an option. 
    

   Once you elect an Additional Withdrawal Option, you may revoke it any time 
by submitting a written request to our Home Office. Once an option is 
revoked, it may not be elected again, nor may any other Additional Withdrawal 
Options 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. 
The amount of the death benefit will be equal to the Account Value. Death 
benefit proceeds may be paid to the Beneficiary: 

(bullet) in a lump sum; 

(bullet) in accordance with any of the Annuity Options available under the 
         Contract; or 

(bullet) under any Additional Withdrawal Options available under the Contract 
         (if the Beneficiary is your spouse). 

   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): 

(bullet) to leave the Account Value invested in the Contract; or 

(bullet) 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 


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                                       11
<PAGE>

         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. 

   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 expectancy of the 
Beneficiary or any period certain 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. 
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: 

(bullet) the date on which you would like to start receiving annuity 
         payments; 

(bullet) the Annuity Option under which you want your payments to be 
         calculated and paid; 

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

   
(bullet) the investment option(s) used to provide annuity payments (i.e., a 
         fixed annuity using the general account or any of the Subaccounts 
         available at the time of annuitization). As of the date of this 
         Prospectus, Aetna Variable Fund, Aetna Income Shares and Aetna 
         Investment Advisers Fund, Inc. are the only Subaccounts available. 

   Annuity Payments will not begin until you have selected an Annuity Option. 
Until a date and option are elected, the Account will continue in the 
Accumulation Period. 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. Once Annuity Payments begin, the Annuity Option may not be changed, 
nor may transfers be made among the investment option(s) selected. 
    

Annuity Options 
   You may choose one of the following Annuity Options: 

Lifetime Annuity Options: 

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

(bullet) Option 2--Life Annuity with Guaranteed Payments--An annuity with 
         payments guaranteed for 5, 10, 15 or 20 years, or such other periods 
         as the Company may offer at the time of annuitization. 

(bullet) Option 3--Life Income based Upon Lives of Two Payees--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. 

(bullet) 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 Annuitant cannot elect to 
receive a lump-sum settlement. 


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                                       12
<PAGE>

Nonlifetime Annuity Options: 

(bullet) Option 1--Payments for a Specified Period--payments will continue 
         for a specified period of time, as provided for under your Contract. 

   
   Under the nonlifetime option, the type of annuity available (fixed or 
variable) is determined by the investment options used prior to 
annuitization. For amounts held in the Fixed Plus Account, the annuity must 
be paid on a fixed basis. For amounts held in the Subaccounts, the Guaranteed 
Accumulation Account or the Fixed Account, an annuity may be selected on a 
fixed or variable basis. (Under Contracts issued to the State of Montana and 
the Board of Trustees--University of Illinois, for amounts held in any 
investment option, the nonlifetime option is available only on a fixed 
basis.) If this 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 any portion of the remaining variable payments be paid in one sum. 
However, any lump-sum elected before a minimum number of years of payments 
(as provided in your Contract) have been completed will be treated as a 
withdrawal during the Accumulation Period and any applicable deferred sales 
charge will be assessed. (See "Charges and Deductions--Deferred Sales 
Charge.") 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. 
    

Annuity Payments 
   Date Payouts Start. When payments start, the age of the Annuitant plus the 
number of years for which payments are guaranteed must not exceed 95. Annuity 
payments may not extend beyond (a) the life of the Annuitant, (b) the joint 
lives of the Annuitant and beneficiary, (c) a period certain greater than the 
Annuitant's life expectancy, or (d) a period certain greater than the joint 
life expectancies of the Annuitant and beneficiary. 

   Amount of Each Annuity Payment. The amount of each payment depends on the 
size of your Account Value, how you allocate it between fixed and variable 
payouts, and the Annuity Option chosen. No election may be made that would 
result in a first Annuity payment of less than $20 or total yearly 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.) 

   
Charges Deducted During the Annuity Period 
   We make a daily deduction for mortality and expense risks from any amounts 
held on a variable basis. Therefore, electing the nonlifetime option on a 
variable basis will result in a deduction being made even though we assume no 
mortality risk. We also deduct a daily administrative charge of 0.25% on 
annual basis from amounts held under the variable options for Participants 
who enrolled in a group Contract or became covered under an individual 
Contract on or after May 1, 1984. (See "Charges and Deductions.") 
    

Death Benefit Payable During the Annuity Period 
   If an Annuitant 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 Annuitant 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 
Annuitant 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), and no deferred 
sales charge will be imposed. 

   If the Annuitant dies after Annuity payments have begun and if there is a 
death benefit payable under the Annuity option elected, the remaining value 
must be 


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                                       13
<PAGE>

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 proof of death 
acceptable to us, 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. 

   Accordingly, the Company does not anticipate that it will incur any 
federal income tax liability attributable to the Separate Account and, 
therefore, the Company does not intend to make provisions for any such taxes. 
However, if changes in the federal tax laws or interpretation thereof result 
in the Company being taxed on income or gains attributable to the Separate 
Account, then the Company may impose a charge against the Separate Account 
(with respect to some or all Contracts) in order to set aside provisions to 
pay such taxes. 

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 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 with respect 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. 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. For all
Participants, other than 5% owners, 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 5% owners, such distributions
must begin by April 1st of the calendar year following the calendar year in
which you attain age 70-1/2.
    



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                                       14
<PAGE>

   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 to payments made for deaths 
occurring on or before August 20, 1996. 
    

   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 plan sponsor at or after age 55, (e) the distribution amount is rolled 
over into another plan of the same type 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 includible compensation or $30,000. The second limit, which is the 
exclusion allowance under Section 403(b), is usually calculated according to 
a formula that takes into account 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 


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

$9,500 annually (subject to indexing); your own limit may be higher or lower, 
depending on certain conditions. In addition Purchase Payments will be 
excluded from a Participant's gross income only if the Plan meets certain 
non-discrimination requirements. 

   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 includible 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 corporate employers to 
establish various types of retirement plans for employees, and permits 
self-employed individuals to establish various types of retirement plans for 
themselves and for their employees. These retirement plans may permit the 
purchase of the 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. 

                                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 7% of those Purchase Payments. The Company may also pay renewal 
commissions on Purchase Payments made after the first year and, under group 
Contracts, 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. In addition, some sales personnel
may receive various types of non-cash compensation as special sales incentives,
including trips and educational and/or business seminars. Supervisory and other
management personnel of the Company may receive compensation that will vary 
    



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

   
based on the relative profitability to the Company of the funding options you
select. Funding options that invest in Funds advised by the Company or its
affiliates are generally more profitable to the Company. 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--Deferred Sales Charge."
    

   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 it is not reasonably 
practicable for the Company fairly to determine the value of the Subaccount's 
assets; or (c) during such other periods as the SEC may by order permit 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, annual maintenance fees, administrative expense charge (if any) and 
any applicable deferred sales charge). "Non-standardized returns" will be 
calculated in a similar manner, except that non- standardized figures will 
not reflect the deduction of any applicable deferred sales charge (which 
would decrease the level of performance shown if reflected in these 
calculations). The non-standardized figures may also include monthly, 
quarterly, year-to-date or 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. 

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. Under 
group Contracts, Participants and Annuitants have a fully vested (100%) 
interest in the benefits provided under the Contract and 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. 
Currently, for group Contracts used with Section 403(b) plans, the Company 
obtains Participant voting instructions directly from the Participants, 
subject to receipt of authorization from the Contract Holder to accept such 
instructions. 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, 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 


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

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 group 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 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: 

                      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 


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

   
Oregon Education Association Choice Personal Benefit Trust ("OEA Trust") and 
the Company's Agreement 
   Under an agreement between the Company and the Oregon Education 
Association ("OEA") Choice Personal Benefit Trust ("OEA Trust"), the OEA 
Trust endorsed exclusively the Company's variable annuity for sale to its 
members as a variable tax deferred annuity and agreed to provide 
administrative assistance to the Company to facilitate OEA members' access to 
the variable annuity. The Company and OEA recently entered into an agreement 
that continues OEA Trust's exclusive endorsement of the Company's variable 
annuity and its agreement to provide administrative assistance to the 
Company. OEA Trust assists the Company by providing administrative services 
to the Company, such as office space and secretarial/clerical support. In 
addition, through an OEA Trust employee who is a registered representative of 
an affiliate of the Company, OEA Trust assists the Company by advertising the 
Company in OEA's newsletter, facilitating and coordinating meetings and 
workshops at which registered representatives of the Company's affiliate 
present the annuity to OEA members, and acting as a liaison between the 
Company and OEA members. The Company compensates OEA Trust to help it defray 
the costs incurred in providing the administrative and other support. The 
Company also reimburses OEA Trust for out-of-pocket travel and meeting 
expenses of an OEA Trust employee who is also a registered representative of 
an affiliate of the Company. During 1996, the Company expects to compensate 
OEA Trust approximately $165,000 for providing the services described above. 
In addition, during 1996 the Company will make a one-time payment of $50,000 
to an OEA Trust affiliate for the development of a retirement education 
program to be designed exclusively for OEA members. During 1997, the Company 
expects to compensate OEA Trust approximately $180,000.00 as reimbursement 
for the costs and services described above. The OEA Trust receives no 
commissions or other transaction-based compensation from the sale of the 
Company's endorsed variable annuity. 
    



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

                                  APPENDIX I 
                       GUARANTEED ACCUMULATION ACCOUNT 
================================================================================

   The Guaranteed Accumulation Account ("GAA") is a Credited Interest Option 
available during the Accumulation Period under the Contracts discussed 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, as 
specified in the Contract. 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, 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 a 
deferred sales charge and/or 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 
   Amounts applied to a Guaranteed Term during a deposit period may not be 
transferred to any other funding option or to another Guaranteed Term during 
that deposit period or for 90 days after the close of that deposit period. 
Transfers are permitted from Guaranteed Terms of one classification to 
available Guaranteed Terms of another classification. 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 from GAA and reinvested, they will be applied to 
the current deposit period. Amounts are proportionately reinvested to the 
classifications 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. 


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

                                 APPENDIX II 
                                FIXED ACCOUNT 
================================================================================

   The following summarizes material information concerning the Fixed 
Account. Amounts allocated to the Fixed Account are held in the Company's 
general account that supports general insurance and annuity obligations. 
Interests in the Fixed 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 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 Account has not been reviewed by the 
SEC. 

   The Fixed Account guarantees the minimum 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 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 Account is available under Installment Purchase 
Payment contracts only. 

   Amounts applied to the Fixed Account will earn the interest rate in effect 
when actually applied to the Fixed Account. 

   The Fixed 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 interest rate. 

   Under certain emergency conditions, we may defer payment of a Fixed 
Account withdrawal value (a) for a period of up to six months, or (b) as 
provided by federal law. 

   If a withdrawal is made from the Fixed Account, a deferred sales charge 
may apply. (See "Charges and Deductions-- Deferred Sales Charge.") 

Transfers Among Investment Options 
   Transfers from the Fixed Account to any other available investment 
options(s) are allowed in each calendar year during the Accumulation Period. 
The amount which may be transferred may vary at our discretion; however, it 
will never be less than 10% of the amount held under the Fixed Account. 
Transfers to the Fixed Plus Account (if available under the Contract) will be 
permitted without regard to this limitation. By notifying us at our Home 
Office at least 30 days before Annuity payments begin, you may elect to have 
amounts which have been accumulating under the Fixed Account transferred to 
one or more of the Subaccounts available during the Annuity Period to provide 
variable Annuity Payments. 

Contract Loans 
   Loans may be made from Account Values held in the Fixed Account. 


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

                                 APPENDIX III 
                              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 Accounts for Accounts that 
have not reached their tenth anniversary. 

Fixed Plus Account Withdrawals 
   The amount eligible for partial withdrawal is 20% of the amount held in 
the Fixed Plus Account on the day the Company receives a written request at 
its Home Office. This 20% amount will be reduced by any Fixed Plus Account 
withdrawals, transfers, loan 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 an Additional Withdrawal Option. 

   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 that will be 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 

   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 before the Annuity Date; (b) the election of an Annuity 
option; or (c) if the Fixed Plus Account 


- --------------------------------------------------------------------------------
                                       22
<PAGE>

value is $3,500 or less and no withdrawals, transfers, loan or annuitizations 
have been made from the Account within the prior 12 months. 

   
   For a description of these rules as they relate to contracts issued to the 
State of Montana and the Board of Trustees-- University of Illinois, see 
"Fixed Plus Account withdrawals--State of Montana and University of Illinois" 
below. 

Fixed Plus Account Withdrawals--State of Montana and University of Illinois 
   Under Contracts issued to the State of Montana and the Board of 
Trustees--University of Illinois, during a calendar year any withdrawal 
requested from an Account Fixed Plus Account Value may not exceed 20% of the 
Account's Fixed Plus Account current value as of the date the withdrawal 
request is received in good order at the Home Office. The withdrawal value 
will be reduced by any Fixed Plus Account withdrawals, transfers, loans or 
annuitizations made during the calendar year. 

   If a full withdrawal is requested from an Account, we will pay any Fixed 
Plus Account withdrawal value from the Account with interest, in five annual 
payments of: 

   One-fifth of the Fixed Plus Account withdrawal value minus any Fixed Plus 
   Account withdrawals, transfers, loans or annuitizations made during the 
   calendar year; 

   One-fourth of the remaining Fixed Plus Account withdrawal value 12 months 
   later; 

   One-third of the remaining Fixed Plus Account withdrawal value 12 months 
   later; 

   One-half of the remaining Fixed Plus Account withdrawal value 12 months 
   later; and 

   The balance of the Fixed Plus Account withdrawal value as the fifth and 
   final payment 12 months later. 

   Once we receive a request for a full withdrawal from an Account, no 
further withdrawals, transfers or loans will be permitted from the Fixed Plus 
Account. 

   If the withdrawal is due to death or annuitization, or if the Fixed Plus 
Account value is less than $3,500, the entire Fixed Plus Account value will 
be paid in one sum. 
    
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 
at our Home Office. This 20% amount will be 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 any 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. 

   Under Contracts issued to the State of Montana and the Board of 
Trustees--University of Illinois, unlimited transfers from the Fixed Plus 
Account to any other available investment option(s) are allowed. For each 
calendar year, the amount of such transfers is limited to 20% of the amount 
held in the Fixed Plus Account minus amounts previously withdrawn or 
transferred during that year. 

   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. 

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 
   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. 


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

                         For Master Applications Only 

   
I hereby acknowledge receipt of an Account C Group Deferred Variable Annuity 
prospectus dated May 1, 1997 for Section 403(b) Tax- Deferred Annuity Plans, 
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. 
SAI. 75964-97) dated May 1, 1997. 
    

- --------------------------------------------------------------------------------
                         CONTRACT HOLDER'S SIGNATURE 

- --------------------------------------------------------------------------------
                                     DATE 

   
PROS. 75964-97
    

<PAGE>


- --------------------------------------------------------------------------------
                           VARIABLE ANNUITY ACCOUNT C

                                       OF

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------

   
              Statement of Additional Information dated May 1, 1997
    

     Group and Individual Variable Annuity Contracts Available under Section
403(b) and 401(a)

   
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, 1997.
    

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. Terms used in this Statement of
Additional Information shall have the same meaning as in the prospectus.



                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

General Information and History............................................. 1
Variable Annuity Account C.................................................. 1
Offering and Purchase of Contracts.......................................... 2
Performance Data............................................................ 2
      General............................................................... 2
      Average Annual Total Return Quotations................................ 3
Annuity Payments............................................................ 6
Sales Material and Advertising.............................................. 7
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, 1996, the Company had assets of
$___ billion (subject to $____ billion of customer and other liabilities, $___
billion of shareholder equity) which includes $___billion in assets held in the
Company's separate accounts. The Company had $____ billion in assets under
management, including $__ billion in its mutual funds. As of ______________, it
ranked among the top ___% 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 ^ Inc. The Company is engaged in the
business of issuing life insurance policies and annuity contracts in all states
of the United States. The Company's Home Office is located at 151 Farmington
Avenue, Hartford, Connecticut 06156.
    

In addition to serving as the principal underwriter and the depositor for the
Separate Account, the Company is also a registered investment adviser under the
Investment Advisers Act of 1940, and a registered broker-dealer under the
Securities Exchange Act of 1934. 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 and administrative expense
charge described in the prospectus, all expenses incurred in the operations of
the Separate Account are borne by the Company. See "Charges and Deductions" in
the prospectus. The Company receives reimbursement for certain administrative
costs from 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 mutual 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, deletions
from or substitution of available investment options as permitted by law and
subject to the conditions of the Contract. The availability of the Funds is
subject to applicable regulatory authorization. Not all Funds are available in
all jurisdictions, under all Contracts, or under all Plans.
    

                                       1
<PAGE>

The Funds currently available under the Contract are as follows:
   
<TABLE>
<S>       <C>                                                      <C>

          Aetna Variable Fund                                      Calvert Responsibly Invested Balanced Portfolio
          Aetna Income Shares                                      Fidelity VIP II Contrafund Portfolio
          Aetna Variable Encore Fund                               Fidelity VIP Equity-Income Portfolio
          Aetna Investment Advisers Fund, Inc.                     Fidelity VIP Growth Portfolio
          Aetna Ascent Variable Portfolio                          Fidelity VIP Overseas Portfolio
          Aetna Crossroads Variable Portfolio                      Franklin Government Securities Trust
          Aetna Legacy Variable Portfolio                          Janus Aspen Aggressive Growth Portfolio
          Aetna Variable Capital Appreciation Portfolio            Janus Aspen Balanced Portfolio
          Aetna Variable Growth Portfolio                          Janus Aspen Flexible Income Portfolio
          Aetna Variable Index Plus Portfolio                      Janus Aspen Growth Portfolio
          Aetna Variable Small Company 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
          American Century VP Capital Appreciation                 Neuberger & Berman Growth Portfolio
            (formerly TCI Growth)                                  Scudder International Portfolio Class A Shares

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

                       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,"
both of which are described below.

   
The standardized and non-standardized total return figures are computed
according to a formula in which a hypothetical initial Purchase Payment of
$1,000 is applied to the various Subaccounts under the Contract, and then
related to the ending redeemable values over one, five and ten year periods (or
fractional periods thereof). The redeemable value is then divided by the initial
investment and this quotient is taken to the Nth root (N represents the number
of years in the period) and 1 is subtracted from the result which is then
expressed as a percentage, carried to at least the nearest hundredth of a
percent. The standardized figures reflect the deduction of all recurring charges
during each period (e.g., mortality and expense risk charges, maintenance fees,
administrative expense charges if applicable during the period shown and
deferred sales charges). These charges will be deducted on a pro rata basis in
the case 



                                       2
<PAGE>

of fractional periods. The maintenance fee is converted to a percentage
of assets based on the average account size under the Contracts described in the
prospectus.
    

The non-standardized figures will be calculated in a similar manner, except that
they will not reflect the deduction of any applicable deferred sales charge
(which would decrease the level of performance shown if reflected in these
calculations). The non-standardized figures may also include monthly, quarterly,
year-to-date and three year periods.

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, the Account Value upon redemption may be
more or less than your original cost.

AVERAGE ANNUAL TOTAL RETURN QUOTATIONS - Standardized and Non-Standardized

   
Table A shown below reflects the average annual standardized and
non-standardized total return quotation figures for the periods ended December
31, 1996 for the Subaccounts under Single Payment Accounts issued by the
Company. No maintenance fee applies to these types of Accounts. Table B 
reflects the average annual standardized and non-standardized total return
quotation figures for the periods ended December 31, 1996 for the Subaccounts
under Installment Payment Accounts with a $20 annual maintenance fee. The
Company may also advertise total return quotations for Installment Payment
Accounts with a $15 and a $7.50 annual maintenance fee. The returns shown
below do not reflect the 0.25% administrative expense charge applicable to some
Contracts, since this charge was not assessed during the periods illustrated. 
The Company will reflect such charges for periods beginning after April 4,
1997, and may also advertise returns that do not reflect such charges.
In both sets of tables shown below, 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 *).
    



                                       3
<PAGE>


   
                                                          ^ TABLE A
                                                            -------

<TABLE>
<CAPTION>

                                         ---------------------------------- -------------------------------------------- -----------
        Single Payment Account:                                                                                             Fund
          ($0 Maintenance Fee)                      STANDARDIZED                         NON-STANDARDIZED                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                                                                                                     04/30/75
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Income Shares                                                                                                     06/01/78
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Variable Encore Fund                                                                                              09/01/75
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Investment Advisers Fund, Inc.                                                                                    06/23/89
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Ascent Variable Portfolio                                                                                         07/03/95
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Crossroads Variable Portfolio                                                                                     07/03/95
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Legacy Variable Portfolio                                                                                         07/03/95
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Variable Index Plus Portfolio                                                                                     09/12/96
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Alger American Growth Portfolio                                                                                         01/08/89
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Alger American Small Cap Portfolio                                                                                      09/21/88
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 American Century VP Capital
   Appreciation                                                                                                          11/20/87
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Calvert Responsibly Invested Balanced
   Portfolio                                                                                                             09/30/86
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Fidelity VIP II Contrafund Portfolio                                                                                    01/03/95
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Fidelity VIP Equity-Income Portfolio                                                                                    10/22/86
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Fidelity VIP Growth Portfolio                                                                                           11/07/86
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Fidelity VIP Overseas Portfolio                                                                                         02/13/87
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Franklin Government Securities Trust                                                                                    05/30/89
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Janus Aspen Aggressive Growth                                                                                           9/13/93
 Portfolio
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Janus Aspen Balanced Portfolio                                                                                          09/13/93
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Janus Aspen Flexible Income Portfolio                                                                                   09/13/93
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Janus Aspen Growth Portfolio                                                                                            09/13/93
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Janus Aspen Short-Term Bond Portfolio                                                                                   09/13/93
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/93
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Lexington Natural Resources Trust                                                                                       10/14/91
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Neuberger & Berman Growth Portfolio                                                                                     12/31/85
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Scudder International Portfolio
   Class A Shares                                                                                                        04/30/87
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
</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.
    


                                       4
<PAGE>


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

                                         ---------------------------------- -------------------------------------------- -----------
      Installment Payment Account:                                                                                          Fund
         ($20 Maintenance Fee)                      STANDARDIZED                         NON-STANDARDIZED                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                                                                                                     04/30/75
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Income Shares                                                                                                     06/01/78
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Variable Encore Fund                                                                                              09/01/75
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Investment Advisers Fund, Inc.                                                                                    06/23/89
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Ascent Variable Portfolio                                                                                         07/03/95
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Crossroads Variable Portfolio                                                                                     07/03/95
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Legacy Variable Portfolio                                                                                         07/03/95
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Aetna Variable Index Plus Portfolio                                                                                     09/12/96
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Alger American Growth Portfolio                                                                                         01/08/89
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Alger American Small Cap Portfolio                                                                                      09/21/88
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 American Century VP Capital
   Appreciation                                                                                                          11/20/87
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Calvert Responsibly Invested Balanced
   Portfolio                                                                                                             09/30/86
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Fidelity VIP II Contrafund Portfolio                                                                                    01/03/95
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Fidelity VIP Equity-Income Portfolio                                                                                    10/22/86
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Fidelity VIP Growth Portfolio                                                                                           11/07/86
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Fidelity VIP Overseas Portfolio                                                                                         02/13/87
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Franklin Government Securities Trust                                                                                    05/30/89
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Janus Aspen Aggressive Growth                                                                                           9/13/93
 Portfolio
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Janus Aspen Balanced Portfolio                                                                                          09/13/93
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Janus Aspen Flexible Income Portfolio                                                                                   09/13/93
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Janus Aspen Growth Portfolio                                                                                            09/13/93
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Janus Aspen Short-Term Bond Portfolio                                                                                   09/13/93
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Janus Aspen Worldwide Growth Portfolio                                                                                  09/13/93
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Lexington Natural Resources Trust                                                                                       10/14/91
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Neuberger & Berman Growth Portfolio                                                                                     12/31/85
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
 Scudder International Portfolio
   Class A Shares                                                                                                        04/30/87
 --------------------------------------- ---------- ----------- ----------- ----------- ---------- ---------- ---------- -----------
                                                    
</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.
    
                                      

                                       5
<PAGE>
                     


                                ANNUITY PAYMENTS


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

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

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

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

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

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

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

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



                                       6
<PAGE>

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

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

                         SALES MATERIAL AND ADVERTISING

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

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

   
We may publish in advertisements and reports, the ratings and other information
assigned to us by one or more independent rating organizations such as A.M. Best
Company, Duff & Phelps, Standard & Poor's Corporation and Moody's Investors
Services, Inc. The purpose of the ratings is to reflect our financial strength
and/or claims-paying ability. We may also quote ranking services such as
Morningstar's Variable Annuity/Life Performance Report and Lipper's Variable
Insurance Products Performance Analysis Service (VIPPAS), which rank variable
annuity or life Subaccounts or their underlying funds by performance and/or
investment objective. We may illustrate in advertisements the performance of the
underlying funds, if accompanied by performance which also shows the performance
of such funds reduced by applicable charges under the Separate Account. We may
also show in advertisements the portfolio holdings of the underlying funds,
updated at various intervals. From time to time, we will quote articles from
newspapers and magazines or other publications or reports, including, but not
limited to The Wall Street Journal, Money magazine, USA Today and The VARDS
Report.
    

The Company may provide in advertising, sales literature, periodic publications
or other materials information on various topics of interest to current and
prospective 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-__
Statement of Assets and Liabilities.......................................S-__
Statement of Operations...................................................S-__
Statements of Changes in Net Assets.......................................S-__
Notes to Financial Statements ............................................S-__
Condensed Financial Information...........................................S-__









      FINANCIAL STATEMENTS OF VARIABLE ANNUITY ACCOUNT C AND OF AETNA LIFE

             INSURANCE AND ANNUITY COMPANY TO BE FILED BY AMENDMENT








                                      S-1
<PAGE>




                       STATEMENT OF ADDITIONAL INFORMATION




                           VARIABLE ANNUITY ACCOUNT C




                           VARIABLE ANNUITY CONTRACTS

                                    issued by

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY






Form No. SAI.75964-97                                        ALIAC Ed. May 1997

<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, 1996 
                  - Statement of Operations for the year ended December 31, 1996
                  - Statements of Changes in Net Assets for the years ended
                    December 31, 1996 and 1995
                  - Notes to Financial Statements
                  Financial Statements of the Depositor:
                  - Independent Auditors' Report
                  - Consolidated Balance Sheets as of December 31, 1996 and 1995
                  - Consolidated Statements of Income for the years ended
                  December 31, 1996, 1995 and 1994 
                  - Consolidated Statements of Changes in Shareholder's Equity 
                    for the years ended December 31, 1996, 1995 and 1994
                  - Consolidated Statements of Cash Flows for the years ended 
                    December 31, 1996, 1995 and 1994
                  - 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 (IA-CDA-IA)(4)
         (4.3)    Form of Variable Annuity Contract (G-CDA-HD)(5)
         (4.4)    Form of Variable Annuity Contract (GIT-CDA-HO)
         (4.5)    Form of Variable Annuity Contract (GLIT-CDA-HO)
         (4.6)    Form of Variable Annuity Contract (GST-CDA-HO)
         (4.7)    Form of Variable Annuity Contract (I-CDA-HD)
         (4.8)    Endorsements (EIGET-IC(R), EIGF-IC, and EGF-IC(SPD)) to 
                  Contract IA-CDA-IA(6)
         (4.9)    Endorsement (EGET-IC(R)) to Contracts G-CDA-HD and G-CDA-HF(2)


                                       
<PAGE>

         (4.10)   Form of Endorsement (403(b)END(1/97)) to Contracts GIT-CDA-HO,
                  GLIT-CDA-HO, and GST-CDA-HO
         (5)      Form of Variable Annuity Contract Application (710.00.16H)(4)
         (6.1)    Certification of Incorporation and By-Laws of Aetna Life 
                  Insurance and Annuity Company(7)
         (6.2)    Amendment of Certificate of Incorporation of Aetna Life 
                  Insurance and Annuity Company
         (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(2)
         (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(2)
         (8.3)    Second Amendment dated January 1, 1996 to 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(8)
         (8.4)    Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Variable Insurance Products Fund and Fidelity
                  Distributors Corporation dated February 1, 1994 and amended on
                  December 15, 1994, February 1, 1995, May 1, 1995, January 1,
                  1996 and March 1, 1996
         (8.5)    Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company, Variable Insurance Products Fund II and
                  Fidelity Distributors Corporation dated February 1, 1994 and
                  amended on December 15, 1994, February 1. 1995, May 1, 1995,
                  January 1, 1996 and March 1,1996
         (8.6)    Service Agreement between Aetna Life Insurance and Annuity
                  Company and Fidelity Investments Institutional Operations
                  Company dated as of November 1, 1995(8)
         (8.7)    Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company and Franklin Advisers, Inc. dated January 31,
                  1989(2)
         (8.8)    Fund Participation Agreement between Aetna Life Insurance and
                  Annuity Company and Janus Aspen Series dated April 19, 1994
                  and amended March 1, 1996(2)
         (8.9)    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(2)
         (8.10)   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(2)


                                       
<PAGE>


         (8.11)   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(2)
         (8.12)   Amendment dated as of February 20, 1996 to Fund Participation
                  Agreement between Aetna Life Insurance and Annuity Company and
                  Scudder Variable Life Investment Fund dated April 27, 1992 as
                  amended February 19, 1993 and August 13, 1993(8)
         (8.13)   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*
         (10.1)   Consent of Independent Auditors*
         (10.2)   Consent of Counsel*
         (11)     Not applicable
         (12)     Not applicable
         (13)     Schedule for Computation of Performance Data(9)
         (14)     Not applicable
         (15.1)   Powers of Attorney
         (15.2)   Authorization for Signatures(2)
         (27)     Financial Data Schedule*

*    To be filed by amendment
1.   Incorporated by reference to Post-Effective Amendment No. 6 to Registration
     Statement on Form N-4 (File No. 33-75986), as filed 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) filed on February 24, 1995.
4.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-75958) filed on April 28, 1995.
5.   Incorporated by reference to Post-Effective Amendment No. 6 to Registration
     Statement on Form N-4 (File No. 33-75982), as filed electronically on April
     22, 1996.
6.   Incorporated by reference to Post Effective Amendment No. 8 to Registration
     Statement on Form N-4 (File No. 33-75964), as filed electronically on
     August 30, 1996.
7.   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.
8.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-88720), as filed electronically on June
     28, 1996.
9.   Incorporated by reference to Post-Effective Amendment No. 4 to Registration
     Statement on Form N-4 (File No. 33-75964) filed on April 28, 1995.



<PAGE>


Item 25. Directors and Officers of the Depositor
- ------------------------------------------------
<TABLE>
<CAPTION>

Name and Principal
Business Address*                                     Positions and Offices with Depositor
- ------------------                                    ------------------------------------

<S>                                                   <C>
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

Deborah Koltenuk                                      Vice President and Treasurer, Corporate Controller

Frederick D. Kelsven                                  Vice President and Chief Compliance Officer

Kirk P. Wickman                                       Vice President, General Counsel and Secretary



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

Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant
- ---------------------------------------------------------------------------------------
</TABLE>

     Attached hereto is a listing of all persons directly or indirectly under
common control with the Registrant. The listing indicates (1) the state or other
sovereign power under the laws of which the entity is organized, (2) the
percentage of voting securities owned or other basis of control by the person,
if any, immediately controlling it (percentages are rounded to the nearest whole
percent and are based on ownership of voting rights), and (3) its principal
business.



<PAGE>






<TABLE>
<CAPTION>

September 30, 1997                                        ORGANIZATION CHART                                   

- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
<S>                           <C>                          <C>                       <C>           <C>
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Inc.                    CT (1)                       Publicly Held                           Holding Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Services, Inc.          CT (1) (*)                   Aetna Inc.                100%          Holding Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare, Inc.         PA (1) (*)                   Aetna Inc.                100%          Holding Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Life Insurance Company  CT (1) (*)                   Aetna Services, Inc.      100%          Life and Health Insurance and
                                                                                                   Related Services
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Retirement Services,    CT (1) (*)                   Aetna Services, Inc.      100%          Holding Company
Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna International, Inc.     CT (1) (*)                   Aetna Services, Inc.      100%          Holding Company for
                                                                                                   International Subsidiaries
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health and Life         CT (1) (*)                   Aetna Services, Inc.      100%          Life and Health Insurance
Insurance Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Structured Benefits, Inc.     CT (1) (*)                   Aetna Services, Inc.      100%          Broker of Life and Annuity
                                                                                                   Products and Administrative
                                                                                                   Services
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Span Data Processing          CT (1) (*)                   Aetna Services, Inc.      100%          Data Processing
Center, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------




(1) Corporation                     (*) Fully Consolidated
(2) Partnership                     (**) One Line Consolidation
(3) Joint Venture                   (***) Not Consolidated
(4) Trust
(5) Limited Liability Company

+ Percentages are rounded to the nearest hole percent and are based on ownership of
voting rights.

                                       1
<PAGE>


- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Foundation, Inc.        CT (1) (*)                   Aetna Services, Inc.      100%a         Supports charitable scientific,
                                                                                                   literary and educational
                                                                                                   activities
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Imperial Fire & Marine        U.K. (1) (**)                Aetna Services, Inc.       10%          Reinsurance
Re-Insurance Company Limited
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Business Resources,     CT (1) (*)                   Aetna Services, Inc.      100%          Provides business services to
Inc.                                                                                               external clients
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
AE Fifteen, Incorporated      CT (1) (*)                   Aetna Services, Inc.      100%          Shell Corp. for interest in
                                                                                                   cogeneration
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Luettgens Limited             CT (1) (*)                   Aetna Services, Inc.      100%          Retail Specialty Store
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
AE Housing Corp.              CT (1) (*)                   Aetna Services, Inc.      100%          Real Estate
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Capital L.L.C.          DE (5) (*)                   Aetna Services, Inc.       95%b         Finance - limited liability
                                                                                                   company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Realty Investments I,   CT (1) (*)                   Aetna Services, Inc.      100%          Real Estate Investment
Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Structured Benefits of        FL (1) (**)                  Structured Benefits,      100%          Brokering of Life and Annuity
Florida, Inc.                                              Inc.                                    products and Administrative
                                                                                                   Services
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Properties I Limited    CT (2) (***)                 Aetna Realty               84%c         Real Estate Investment
Partnership                                                Investments I, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
CMBS Holdings, Inc.           TX (1) (*)                   Aetna Life Insurance      100%          Real Estate Investment and
                                                           Company                                 Management
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Real Estate             CT (1) (*)                   Aetna Life Insurance      100%          Acquire, develop and lease real
Properties, Inc.                                           Company                                 estate
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
ALIC Energy, Co.              TX (1) (*)                   Aetna Life Insurance      100%          Acquisition and Management of
                                                           Company                                 non-traditional investments
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Insurance Company of    CT (1) (*)                   Aetna Life Insurance      100%          Insurance
Connecticut                                                Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
CDI Equity, Inc.              DE (1) (*)                   Aetna Life Insurance      100%          Real Estate
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------

- ----------------------------------------
 a      Nonstock Corporation
 b      Aetna Capital Holdings, Inc. owns 5% of this Limited Liability Company.
 c      Aetna Realty Investments I, Inc. is a 1% general partner and an 83% limited partner.



                                       2
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
CDI Equity L.L.C.             DE (5) (*)                   Aetna Life Insurance       99%d         Real Estate
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
AE Fourteen, Inc.             CT (1) (*)                   Aetna Life Insurance      100%          Cogeneration
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Life Assignment         CT (1) (*)                   Aetna Life Insurance      100%          Assignment Company for
Company                                                    Company                                 structured settlements
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Bayshore Heights Associates   FL (2) (**)                  Aetna Life Insurance       70%          Real Estate
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna/Area Corporation        CT (1) (*)                   Aetna Life Insurance      100%          Real Estate Investment and
                                                           Company                                 Management
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Institutional           CT (2) (**)                  Aetna Life Insurance       13%e         Real Estate Investment
Investors I Limited                                        Company
Partnership
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
ShadowRidge At Oak Park       CA (2) (**)                  Aetna Life Insurance       80%          Real Estate
Condominium Associates                                     Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
BPC Equity, Inc.              DE (1) (*)                   Aetna Life Insurance      100%          Real Estate
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
BPC Equity, L.L.C.            DE (5) (*)                   Aetna Life Insurance       99%f         Real Estate
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
AHP Holdings, Inc.            CT (1) (*)                   Aetna Life Insurance      100%          Holding Company
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Bay Area Mall, L.L.C.         DE (5) (*)                   Aetna Life Insurance       99%g         Real Estate
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Bay Area Mall, Inc.           DE (1) (*)                   Aetna Life Insurance      100%          Real Estate
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
455 Market Street             CA (2) (**)                  Aetna Life Insurance       90%h         Real Estate
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------

- -----------------------
 d      CDI Equity, Inc. owns 1% of this Limited Liability Company.
 e      Aetna Real Estate Properties, Inc. is a 1% general partner.
 f      BPC Equity, Inc. owns 1% of this Limited Liability Company.
 g      Bay Area Mall, Inc. owns 1% of this Limited Liability Company.
 h      89% general partner and 1% limited partner.




                                       3
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Koll Center Newport A         CA (2) (**)                  Aetna Life Insurance       50%i         Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Koll Center Newport Number    CA (2) (**)                  Aetna Life Insurance       50%j         Real Estate Investment
8                                                          Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Koll Center Newport Number    CA (2) (**)                  Aetna Life Insurance       50%k         Real Estate Investment
9                                                          Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Koll Center Newport Number    CA (2) (**)                  Aetna Life Insurance       50%l         Real Estate Investment
10                                                         Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Koll Center Newport Number    CA (2) (**)                  Aetna Life Insurance       50%m         Real Estate Investment
11                                                         Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Koll Center Newport Number    CA (3) (**)                  Aetna Life Insurance       60%          Real Estate Investment
14                                                         Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Hamilton Partnership    IL (2) (**)                  Aetna Life Insurance       62%          Real Estate
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Waterloo Associates Limited   NC (2) (**)                  Aetna Life Insurance       99%n         Real Estate Investment
Partnership                                                Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Hayward Industrial Park       CT (2) (**)                  Aetna Life Insurance       99%          Real Estate Investment
Associates                                                 Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Gables At Farmington          CT (2) (**)                  Aetna Life Insurance       60%          Real Estate Investment
Associates                                                 Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Gables at Brighton            NY (2) (**)                  Aetna Life Insurance       50%          Real Estate Investment
Associates                                                 Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Country Club Heights at       MA (2) (**)                  Aetna Life Insurance       60%          Real Estate Investment
Woburn Associates                                          Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Britcher Aetna-Laguna Hills   CA (2) (**)                  Aetna Life Insurance       68%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Harbor Business Park          CA (2) (**)                  Aetna Life Insurance       99%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------

- ----------------------
 i      Aetna Life Insurance Company is a 49% general partner and a 1% limited partner.
 j      Aetna Life Insurance Company is a 49% general partner and a 1% limited partner.
 k      Aetna Life Insurance Company is a 49% general partner and a 1% limited partner.
 l      Aetna Life Insurance Company is a 49% general partner and a 1% limited partner.
 m      Aetna Life Insurance Company is a 49% general partner and a 1% limited partner.
 n      Aetna Life Insurance Company is a 99% general partner and Trumbull Three, Inc. is a 1% limited partner.


                                       4
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Ensenada De Las Colinas I     TX (2) (**)                  Aetna Life Insurance       99%o         Real Estate Investment
Associates                                                 Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Trevose Hospitality, Inc.     CT (1) (**)                  Aetna Life Insurance      100%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Oaks at Valley Ranch I        TX (2) (**)                  Aetna Life Insurance       99%p         Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Oaks at Valley Ranch II       TX (2) (**)                  Aetna Life Insurance       99%q         Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
KBC-RED Hill Limited          CA (2) (**)                  Aetna Life Insurance       80%          Real Estate Investment
Partnership                                                Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
KBC-Eastside Limited          AZ (2) (**)                  Aetna Life Insurance       80%          Real Estate Investment
Partnership                                                Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
C.R.I. Hotel Associates,      IA (2) (**)                  Aetna Life Insurance       75%          Real Estate Investment
L.P.                                                       Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Trumbull One, Inc.            CT (1) (*)                   Aetna Life Insurance      100%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Trumbull Two, Inc.            CT (1) (*)                   Aetna Life Insurance      100%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Trumbull Three, Inc.          CT (1) (*)                   Aetna Life Insurance      100%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Trumbull Four, Inc.           CT (1) (*)                   Aetna Life Insurance      100%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Century City North L.L.C.     DE (5) (**)                  Aetna Life Insurance       84%r         Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Southfield Partners           MD (2) (**)                  Aetna Life Insurance       99%s         Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Lincoln Rancho Cucamonga      CA (2) (**)                  Aetna Life Insurance       60%          Real Estate Investment
Associates                                                 Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------

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

 o      Aetna Life Insurance Company is a 99% general partner and Trumbull One, Inc. is a 1% limited partner.
 p      Aetna Life Insurance Company is a 99% general partner and Trumbull One, Inc. is a 1% limited partner.
 q      Aetna Life Insurance Company is a 99% general partner and Trumbull One, Inc. is a 1% limited partner.
 r      Aetna Health and Life Insurance Company owns 16% of this Limited Liability Company.
 s      Aetna Life Insurance Company is a 99% general partner and Trumbull Four, Inc. is a 1% limited partner.

                                       5
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Village Green of Madison      MI (2) (**)                  Aetna Life Insurance       99%t         Real Estate Investment
Heights                                                    Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Centrum Associates            CA (2) (**)                  Aetna Life Insurance       65%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Tri-City Mall Associates      AZ (2) (**)                  Aetna Life Insurance       50%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Southwest Financial           AZ (2) (**)                  Aetna Life Insurance       60%          Real Estate Investment
Associates                                                 Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
B&H Ventures IV Limited       CT (2) (**)                  Aetna Life Insurance       75%          Real Estate Investment
Partnership                                                Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Champions Richland            TX (2) (*)                   Aetna Life Insurance       99%u         Real Estate Investment
Northcourte Partnership                                    Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Chris-Town Village            AZ (2) (**)                  Aetna Life Insurance       50%          Real Estate Investment
Associates                                                 Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Woodside Terrace Partners     CA (2) (**)                  Aetna Life Insurance       60%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Spectrum Fashion Center       AZ (2) (**)                  Aetna Life Insurance       50%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Chambridgeside Galleria       MA (2) (**)                  Aetna Life Insurance       50%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
ADBI Partnership              FL (2) (**)                  Aetna Life Insurance       30%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Marriott Inner Harbor Hotel   MD (2) (*)                   Aetna Life Insurance       99%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
TCR Ventanga Limited          TX (2) (**)                  Aetna Life Insurance       99%v         Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
1501 Fourth Ave. Limited      WA (2) (**)                  Aetna Life Insurance       85%w         Real Estate Investment
Partnership                                                Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Thace Associates              MI (2) (**)                  Aetna Life Insurance       25%          Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------

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

 t      Aetna Life Insurance Company is a 99% general partner and Trumbull Three, Inc. is a 1% limited partner.
 u      Aetna Life Insurance Company is a 99% general partner and Trumbull One, Inc. is a 1% limited partner.
 v      Aetna Life Insurance Company is a 99% general partner and Trumbull Two, Inc. is a 1% limited partner.
 w      Aetna Life Insurance Company is a 84% general partner and a 1% limited partner.

                                       6
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Lincoln Los Padres            CA (2) (**)                  Aetna Life Insurance       99%x         Real Estate Investment
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Eastmeadow Distribution       GA (2) (**)                  Aetna Life Insurance       99%y         Real Estate Investment
Center Limited Partnership                                 Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Eastmeadow Distribution       GA (2) (**)                  Aetna Life Insurance       99%z         Real Estate Investment
Center Phase II Limited                                    Company
Partnership
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Azalea Mall, L.L.C.           DE (5) (**)                  Aetna Life Insurance       99%aa        Real Estate Holding Company
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Southeast Second Avenue,      DE (1) (*)                   Aetna Life Insurance      100%          Real Estate Investment
Inc.                                                       Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Menlo One, L.L.C.             DE (5) (**)                  Aetna Life Insurance       99%bb        Real Estate Holding Company
                                                           Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Central Trust Center          OH (2) (**)                  Aetna Life Insurance       15%          Real Estate Investment
Associates                                                 Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Capitol District Energy       CT (2) (**)                  AE Fourteen, Inc.          50%          Cogeneration of electrical power
Center Cogeneration
Associates
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of Ohio,   OH (1) (*)                   AHP Holdings, Inc.        100%          HMO
Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Dental Care of          CA (1) (*)                   AHP Holdings, Inc.        100%          Provide pre-paid dental services
California, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of         FL (1) (*)                   AHP Holdings, Inc.        100%          HMO
Florida, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Informed Health, Inc.         DE (1) (*)                   AHP Holdings, Inc.        100%          Sponsors health Information
                                                                                                   service
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of         TN (1) (*)                   AHP Holdings, Inc.        100%          HMO
Tennessee, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------

- ------------------------
 x      Aetna Life Insurance company is a 99% general partner and Trumbull Two, Inc. is a 1% limited partner.
 y      Aetna Life Insurance Company is a 98% general partner and a 1% limited partner.
 z      Aetna Life Insurance Company is a 98% general partner and a 1% limited partner.
 aa     Southeast Second Avenue, Inc. owns 1% of these limited liability companies.
 bb     Southeast Second Avenue, Inc. owns 1% of these limited liability companies.



                                       7
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of         GA (1) (*)                   AHP Holdings, Inc.        100%          HMO
Georgia, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Management,      DE (1) (*)                   AHP Holdings, Inc.        100%          HMO management company
Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Dental Care of New      NJ (1) (*)                   AHP Holdings, Inc.        100%          Dental Care
Jersey, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Healthways Systems, Inc.      DE (1) (*)                   AHP Holdings, Inc.        100%          Holding Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of the     VA (1) (*)                   AHP Holdings, Inc.        100%          HMO
Mid-Atlantic, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of the     NC (1) (*)                   AHP Holdings, Inc.        100%          HMO
Carolinas, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
PHPSNE Parent Corporation     DE (1) (*)                   AHP Holdings, Inc.         55%          Holding company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of         AZ (1) (*)                   AHP Holdings, Inc.        100%          HMO
Arizona, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Dental Care of Texas,   TX (1)(*)                    AHP Holdings, Inc.        100%          HMO offering single health
Inc.                                                                                               service plan - dental
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Human Affairs                 UT (1) (*)                   AHP Holdings, Inc.        100%          Provide employee assistance
International, Incorporated                                                                        services and managed mental
                                                                                                   health programs
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of         IL (1) (*)                   AHP Holdings, Inc.        100%          HMO
Illinois, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Dental Care of          KY (1) (*)                   AHP Holdings, Inc.        100%          Dental Plan Organization
Kentucky, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of         PA (1) (*)                   AHP Holdings, Inc.        100%          HMO
Central and Eastern
Pennsylvania, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of         TX (1) (*)                   AHP Holdings, Inc.        100%          HMO
Texas, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of         LA (1) (*)                   AHP Holdings, Inc.        100%          HMO
Louisiana, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Professional            CT (1) (*)                   AHP Holdings, Inc.        100%          Physician Practice Management
Management Corporation
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
MED Southwest, Inc.           TX (1) (*)                   AHP Holdings, Inc.         55%          Holding Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------



                                       8
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of         CT (1) (*)                   PHPSNE Parent             100%          HMO
Southern New England, Inc.                                 Corporation
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Freedom Choice, Inc.          PA (1)(*)                    Aetna Health Plans of     100%          Third party administrator
                                                           Central and Eastern
                                                           Pennsylvania, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
ADS Health Management, Inc.   CA (1) (*)                   Aetna Professional        100%          Physician practice management
                                                           Management Corporation                  services
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Healthways, Inc.              IL (1) (*)                   Aetna Professional        100%          General Business Corporation
                                                           Management Corporation
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Government Health       CA (1) (*)                   Aetna Health              100%          Sponsors Champus business
Plans, Inc.                                                Management, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of         CA (1) (*)                   Aetna Health              100%          HMO
California, Inc.                                           Management, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of New     NY (1) (*)                   Healthways Systems, Inc.  100%          HMO
York, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of New     NJ (1) (*)                   Healthways Systems, Inc.  100%          HMO
Jersey, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Southwest Physicians Life     TX (1) (*)                   MED Southwest, Inc.       100%          Life and Health Insurer
Insurance Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health Plans of North   TX (1) (*)                   MED Southwest, Inc.       100%          HMO
Texas, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Human Affairs of Alaska,      AK (1) (*)                   Human Affairs             100%          Provides mental health
Inc.                                                       International,                          services/managed mental health
                                                           Incorporated                            services
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Human Affairs International   CA (1) (*)                   Human Affairs             100%          Provides mental health
of California                                              International,                          services/managed mental health
                                                           Incorporated                            services
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Behavioral Healthcare         DE (1) (*)                   Human Affairs             100%          Mental health services
Solutions, Inc.                                            International,
                                                           Incorporated
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------


                                       9
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Human Affairs International   NY (1) (*)                   Human Affairs             100%          Independent practice association
IPA, Inc.                                                  International,
                                                           Incorporated
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Retirement Holdings,    CT (1) (*)                   Aetna Retirement          100%          Holding Company
Inc.                                                       Services, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Life Insurance and      CT (1) (*)                   Aetna Retirement          100%          Life insurance, pensions and
Annuity Company                                            Holdings, Inc.                          annuities
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Systematized Benefits         CT (1) (*)                   Aetna Retirement          100%          Third Party Administrator
Administrators, Inc.                                       Holdings, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Financial Services,     CT (1) (*)                   Aetna Retirement          100%          Broker-dealer and investment
Inc.                                                       Holdings, Inc.                          advisor
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aeltus Investment             CT (1) (*)                   Aetna Retirement          100%          Investment Advisor
Management, Inc.                                           Holdings, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Investment Services,    CT (1) (*)                   Aetna Retirement          100%          Distribute securities products -
Inc.                                                       Holdings, Inc.                          ALIAC and outside funds
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Insurance Company of    CT (1) (*)                   Aetna Life Insurance      100%          Write/reinsure life and annuity
America                                                    and Annuity Company                     business
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Private Capital Inc.    CT (1) (*)                   Aetna Life Insurance      100%          General Business Corporation
                                                           and Annuity Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna New Series Fund, Inc.   MD (1) (**)                  Aetna Life Insurance      100%          Regulated Investment Company
                                                           and Annuity Company                     (Mutual Fund)
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Income Shares           MA (4) (**)                  Aetna Life Insurance       99%          Regulated Investment Company
                                                           and Annuity Company                     (Mutual Fund)
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Variable Encore Fund    MA (4) (**)                  Aetna Life Insurance      100%          Regulated Investment Company
                                                           and Annuity Company                     (Mutual Fund)
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna GET Fund                MA (4) (**)                  Aetna Life Insurance      100%          Regulated Investment Company
                                                           and Annuity Company                     (Mutual Fund)
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Variable Portfolios,    MD (1) (**)                  Aetna Life Insurance      100%          Regulated Investment Company
Inc.                                                       and Annuity Company                     (Mutual Fund)
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Variable Fund           MA (4) (**)                  Aetna Life Insurance       98%          Regulated Investment Company
                                                           and Annuity Company                     (Mutual Fund)
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Generation              MD (1) (**)                  Aetna Life Insurance      100%          Regulated Investment Company
Portfolios, Inc.                                           and Annuity Company                     (Mutual Fund)
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------




                                       10
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Investment Advisers     MD (1) (**)                  Aetna Life Insurance      100%          Regulated Investment Company
Fund, Inc.                                                 and Annuity Company                     (Mutual Fund)
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Series Fund, Inc.       MD (1) (**)                  Aetna Life Insurance       13%          Regulated Investment Company
                                                           and Annuity Company                     (Mutual Fund)
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Investment Management   Bermuda (1) (*)              Aeltus Investment         100%          Holding Company
(Bermuda) Holdings Limited                                 Management, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aeltus Capital, Inc.          CT (1) (*)                   Aeltus Investment         100%          Broker-dealer related functions
                                                           Management, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aeltus Trust Company          CT (1) (*)                   Aeltus Investment         100%          Fiduciary Powers Granted to
                                                           Management, Inc.                        State Bank and Trust Companies
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Smith Whiley & Company        DE (1) (**)                  Aeltus Investment          35%          Alliance with Aeltus
                                                           Management, Inc. (1)(*)
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Investment Management   Singapore (1) (*)            Aetna Investment          100%          Limited private investment
(S'pore) PTE Ltd.                                          Management (Bermuda)                    management
                                                           Holdings Limited
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
China Dynamic Investment      Hong Kong (1) (**)           Aetna Investment           50%          Establish and manage collective
Management (Hong Kong)                                     Management (Bermuda)                    investment scheme
Limited                                                    Holdings Limited
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna International           Hong Kong (1) (*)            Aetna International,      100%          Holding Company for insurance
Holdings (Hong Kong) I                                     Inc.                                    and financial services
Limited
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
East Asia Aetna Insurance     Bermuda (1) (**)             Aetna International,       50%          Life Disability and Employee
Company (Bermuda) Ltd.                                     Inc.                                    Benefits Ins. in H.K.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna International Fund      CT (1) (*)                   Aetna International,      100%          Investment Management Services
Management Inc.                                            Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
AE Insurance (Cayman) Ltd.    Cayman (1) (**)              Aetna International,      100%          Insurance Company
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
ALICA Holdings, Inc.          CT (1) (*)                   Aetna International,       80%          Dedicated Holding Company
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Life Insurance          CT (1) (*)                   Aetna International,      100%          Life Insurance
Company of America                                         Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna International           Hong Kong (1) (*)            Aetna International,      100%          Holding Company
Holdings (Hong Kong) II                                    Inc.
Limited
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------





                                       11
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Internacional De        Mexico (1) (*)               Aetna International,      100%          Mexican Holding Company
Mexico S.A. De C.V.                                        Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna S.A.                    Chile (1) (*)                Aetna International,      100%          Holding Co.
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Arcella Limited               Hong Kong (1) (*)            Aetna International,      100%          Investment & holding Co. for
                                                           Inc.                                    Aetna's Asia Pacific operations
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Life & Casualty         Bermuda (1) (*)              Aetna International,      100%          Insurance, Guaranteed and
Bermuda Limited                                            Inc.                                    Indemnity Business
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna International Global    Luxembourg (1) (**)          Aetna International,      100%          Investment Services
Investment Services                                        Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Heart Company Limited   Taiwan (1) (*)               Aetna International,       80%          Trading Company - Marketing of
                                                           Inc.                                    gifts and souvenirs
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Life Insurance Inc.     Philippines (1) (*)          Aetna International,      100%          Life Insurance
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Life and Casualty       Netherlands Antilles (1)     Aetna International,      100%          Finance Investment Company
International Finance N.V.    (*)                          Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Investment Management   Australia (1) (*)            Aetna International,      100%          Stockbroking
(Australia) Limited                                        Inc.
- ---------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Capital Holdings, Inc.  CT (1) (*)                   Aetna International,      100%          Holding Company
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Securities Investment   Taiwan (1) (*)               Aetna International,      100%          Securities investment advisor
Management (Taiwan) Ltd.                                   Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Capital Management      U.K. (1) (*)                 Aetna International,      100%          Promoter of offshore mutual
International Ltd.                                         Inc.                                    funds or other open-ended
                                                                                                   investment vehicles
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
AE Five Incorporated          CT (1) (*)                   Aetna International,      100%          Holding Company
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Canada Holdings         Canada (1) (*)               Aetna International,      100%          Investment Holding Company
Limited                                                    Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Investment Management   Taiwan (1) (*)               Aetna International,       80%          Provide non-security business
(Taiwan) Limited                                           Inc.                                    and investment advice
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna International (N.Z.)    New Zealand (1) (*)          Aetna International,      100%          Holding Company
Limited                                                    Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------






                                       12
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Investment Management   Hong Kong (1) (*)            Aetna International,      100%          Investment Holding Company
(F.E.) Holdings Limited                                    Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Blue Cross (Asia Pacific)     Hong Kong (1) (**)           Aetna International        35%cc        Underwriter Casualty and
Insurance Ltd.                                             Holdings (Hong Kong) I                  general ins in Hong Kong and
                                                           Limited                                 Macau
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
East Asia Aetna Services      Hong Kong (1) (**)           East Asia Aetna           100%          Management services to
Company Limited                                            Insurance Company                       associate companies
                                                           (Bermuda) Ltd.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
PT Danamon-Aetna Life         Indonesia (1) (*)            Aetna Life Insurance       50%          Limited liability life
Insurance Company                                          Company of America                      insurance company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Daya Aetna (Malaysia) SDN.    Malaysia (1) (*)             Aetna International        82%          Holding Company
BHD.                                                       Holdings (Hong Kong) II
                                                           Limited
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Universal Insurance     Malaysia (1) (*)             Daya Aetna (Malaysia)     100%          Individual Life, Home service,
SDN. BHD.                                                  SDN. BHD.                               group and general insurance
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
The Aetna International       Luxembourg (1) (**)          Aetna Life & Casualty       5%dd        An undertaking for the
Umbrella Fund                                              Bermuda Limited                         collective investment in
                                                                                                   transferable securities
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Healthcare, Inc.        Philippines (1) (*)          Aetna Life Insurance      100%          Insurance
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna (Netherlands)           Netherlands (1) (**)         Aetna Life and Casualty   100%          Finance Company
Holdings B.V.                                              International Finance
                                                           N.V.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Travelguard Limited           Hong Kong (1) (**)           Blue Cross (Asia          100%          Insurance Agent
                                                           Pacific) Insurance Ltd.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Toursafe Limited              Hong Kong (1) (**)           Blue Cross (Asia          100%          Insurance Agent
                                                           Pacific) Insurance Ltd.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Travelsafe Limited            Hong Kong (1) (**)           Blue Cross (Asia          100%          Insurance agent for its
                                                           Pacific) Insurance Ltd.                 ultimate holding company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------

- --------------------------
 cc     East Asia Aetna Insurance Company (Bermuda) Ltd. owns 30% of Blue Cross (Asia Pacific) Insurance Ltd.
 dd     Percentage controlled by Aetna Services, Inc. includes ownership by the following:  Aetna Services, Inc. 1%, Aetna Life 
        Insurance Company of America 4%, Aetna Investment Management (F.E.) Limited 2% and Aetna Life Insurance Company of Canada 1%




                                       13
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Valores Monterrey Aetna,      Mexico (1) (b)               Aetna Internacional de     15%ee        Holding Company
S.A. de C.V.                                               Mexico S.A. de C.V.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Meximed, S.A. de C.V.         Mexico (1) (*)               Valores Monterrey         100%          Services for insureds for
                                                           Aetna, S.A. de C.V.                     hospitals admissions and claims
                                                                                                   processing
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Fianzas Monterrey Aetna,      Mexico (1) (*)               Valores Monterrey         100%          Issuance of Bonds
S.A.                                                       Aetna, S.A. de C.V.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Seguros Monterrey Aetna,      Mexico (1) (*)               Valores Monterrey         100%          Insurance and Reinsurance
S.A.                                                       Aetna, S.A. de C.V.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Grupo Vamsa, S.A. de C.V.     Mexico (1) (*)               Valores Monterrey         100%          Legal Administration and
                                                           Aetna, S.A. de C.V.                     Financial Services
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Asesores en Promocion         Mexico (1) (*)               Valores Monterrey          95%          Marketing of Segunos
Segunomina S.A. de C.V.                                    Aetna, S.A. de C.V.                     products/payroll discounts
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Chile Seguros           Chile (1) (*)                Aetna S.A.                 98%          Casualty insurance company
Generales S.A.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Administradora de       Chile (1) (*)                Aetna S.A.                100%          Real Estate Investment rust
Fondos de Inversion S.A.                                                                           Management Co.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Chile Seguros de Vida   Chile (1) (*)                Aetna S.A.                100%          Life Insurance Company
S.A.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Pensiones S.A.          Chile (1) (*)                Aetna S.A.                100%          Holding Company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Credito Hipotecario     Chile (1) (*)                Aetna S.A.                100%          Mortgage Company
S.A.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Vida S.A.               Argentina (1) (*)            Aetna S.A.                 60%          Health and Life Insurance
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna International Peru      Peru (1) (*)                 Aetna S.A.                 86%ff        Holding Company
S.A.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Salud S.A.              Chile (1) (*)                Aetna S.A.                 90%          Health Indemnity - Chile
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Administradora de Fondos de   Chile (1) (*)                Aetna Pensiones S.A.       52%          Pension Funds Management Company
Pensiones Santa Maria S.A.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Santa Maria Internacional     Chile (1) (*)                Administradora de         100%          Pension Administration
S.A.                                                       Fondos de Pensiones
                                                           Santa Maria S.A.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------

- -----------------------
 ee     Aetna International, Inc. and AE Five, Incorporated each own 15% of this corporation.
 ff     Aetna Chile Seguros De Vida S.A. and Aetna Chile Seguros Generales S. A. have combined ownership of 14%.




                                       14
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Pensiones Peru S.A.     Peru (1) (*)                 Santa Maria                71%gg        Investment
                                                           Internacional S.A.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Administradora de Fondos de   Peru (1) (*)                 Aetna Pensiones Peru       30%hh        Pension Funds Management Company
Pensiones Integra S.A.                                     S.A.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Compania De Seguros Condor    Peru (1) (*)                 Aetna International        34%          Insurance and Reinsurance
S.A.                                                       Peru S.A.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Immobilaria Padre Marinano    Chile (1) (*)                Aetna Credito              99%ii        Real Estate Development
S.A.                                                       Hipotecario S.A.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Life Insurance          Canada (1) (*)               Aetna Canada Holdings     100%          Life, accident and sickness
Company of Canada                                          Limited                                 insurance
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Equinox Financial Group Inc.  Canada (1) (*)               Aetna Canada Holdings      92%jj        Distributor of life insurance,
                                                           Limited                                 financial and related  products
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
2733854 Canada Ltd.           Canada (1) (*)               Aetna Canada Holdings      70%kk        Marketing of life ins. and
                                                           Limited                                 related products
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Capital Management      Ontario (1) (*)              Aetna Canada Holdings      15%          Investment Counselor Portfolio
Limited                                                    Limited                                 Manager
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Acceptance              Ontario (1) (*)              Aetna Canada Holdings     100%          Provision of Financial
Corporation Limited                                        Limited                                 Assistance to Agents to Assist
                                                                                                   in growth of business
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Eclipse Claims Services,      Ontario (1) (**)             Aetna Life Insurance       25%          Electronic Claims adjustment
Inc.                                                       Company of Canada                       services
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Benefits Management,    Canada (1) (*)               Aetna Life Insurance      100%          Claims Administration and
Inc.                                                       Company of Canada                       Actuarial Services
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Landex Properties Ltd.        British Columbia (1) (*)     Aetna Life Insurance      100%          Real Estate acquisitions
                                                           Company of Canada
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Mount-Batten Properties       Ontario (1) (*)              Aetna Life Insurance      100%          Acquisition, development and
Limited                                                    Company of Canada                       management of Real Estate
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------

- ------------------------
 gg     Aetna S.A. owns 29% of this company.
 hh     Aetna Pensiones Peru S.A. owns 30% of this company.
 ii     Aetna S.A. owns 1% of this company.
 jj     Aetna Life Insurance Company of Canada owns 8% of this corporation.
 kk     Equinox Financial Group, Inc. owns 30% of this corporation.



                                       15
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
3158047 Canada Limited        Canada (1) (*)               Aetna Life Insurance      100%          Acquisition, development and
                                                           Company of Canada                       management of Real Estate
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
3273806 Canada Limited        Canada (1) (*)               Aetna Life Insurance      100%          Real Estate Holding Company
                                                           Company of Canada
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
PVS Preferred Vision          Canada (1) (**)              Aetna Benefits             20%          Provider of Ophthalmic, Service
Services Inc.                                              Management, Inc.                        for four major shareholders
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Churchill Office Park         Canada (1) (**)              Mount-Batten Properties    45%          Real Estate Development of
Limited                                                    Limited                                 Ottawa site
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Health (N.Z.) Limited   New Zealand (1) (*)          Aetna International        50%          Health Insurance Underwriting
                                                           (N.Z.) Limited
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Life Insurance (N.Z.)   New Zealand (1) (*)          Aetna Health (N.Z.)       100%          Group benefits/pension
Limited                                                    Limited                                 management
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
First Medical Corporation     New Zealand (1) (*)          Aetna Health (N.Z.)       100%          Indemnity Health Insurance
Limited                                                    Limited
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Managed Care (New Zealand)    New Zealand (1) (*)          Aetna Health (N.Z.)       100%          Super annuitization/long term
Limited                                                    Limited                                 care
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Prime Health Limited          New Zealand (1) (*)          Managed Care (New          50%          Buying and managing risk for
                                                           Zealand) Limited                        publicly funded health services
                                                                                                   and providing management
                                                                                                   services and infrastructure to
                                                                                                   its network of doctors
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
PLJ Holdings Limited          Hong Kong (1) (*)            Aetna Investment          100%          Investment Management &
                                                           Management (F.E.)                       Securities Trading
                                                           Holdings Limited
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Investment Management   Hong Kong (1) (*)            Aetna Investment          100%          Investment Management. &
(F.E.) Limited                                             Management (F.E.)                       Advisory Services for
                                                           Holdings Limited                        Individual Clients and
                                                                                                   Investment Funds
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna International Fund      Hong Kong (1) (*)            Aetna Investment          100%          Investment & Unit Trust
Managers Limited                                           Management (F.E.)                       Management
                                                           Holdings Limited
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Aetna Investment Management   Hong Kong (1) (*)            Aetna Investment          100%          Nominee Services Holding Assets
(F.E.) Nominees Limited                                    Management (F.E.)                       of AIM F.E.'s Customers in
                                                           Holdings Limited                        street name
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------




                                       16
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Kwang HUA Securities          Taiwan (1) (*)               Aetna Investment           14%          Securities Investment & Trust
Investment & Trust Co. Ltd.                                Management (F.E.)
                                                           Holdings Limited
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare Financial     DE (1) (*)                   U.S. Healthcare, Inc.     100%          Holding company
Services, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Primary Holdings, Inc.        DE (1) (*)                   U.S. Healthcare, Inc.     100%          Holding company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare Dental        PA (1) (*)                   U.S. Healthcare, Inc.     100%          Dental
Plan, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare Dental        NJ (1) (*)                   U.S. Healthcare, Inc.     100%          Dental
Plan, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare Dental        DE (1) (*)                   U.S. Healthcare, Inc.     100%          Dental
Plan, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Health Insurance         NY (1) (*)                   U.S. Healthcare, Inc.     100%          Accident and health insurance
Company                                                                                            company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Corporate Health Insurance    MN (1) (*)                   U.S. Healthcare, Inc.     100%          Accident and health insurance
Company                                                                                            company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Managed Care, Inc.       MD (1) (*)                   U.S. Healthcare, Inc.     100%          Utilization review
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Health Maintenance            NJ (1) (*)                   U.S. Healthcare, Inc.     100%          HMO
Organization of New Jersey,
Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare, Inc.         NY (1) (*)                   U.S. Healthcare, Inc.     100%          HMO
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare, Inc.         CT (1) (*)                   U.S. Healthcare, Inc.     100%          HMO
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare, Inc.         MA (1) (*)                   U.S. Healthcare, Inc.     100%          HMO
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare, Inc.         DE (1) (*)                   U.S. Healthcare, Inc.     100%          HMO
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare of New        NH (1) (*)                   U.S. Healthcare, Inc.     100%          HMO
Hampshire, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Advent Investments, Inc.      DE (1) (*)                   U.S. Healthcare           100%          DE Holding company
                                                           Financial Services,
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Independent Investments,      DE (1) (*)                   U.S. Healthcare           100%          DE Holding company
Inc.                                                       Financial Services,
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
United States Physicians      PA (1) (*)                   U.S. Healthcare           100%          Financial Services to Physicians
Care Systems, Inc.                                         Financial Services,
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
United States Home Health     PA (1) (*)                   U.S. Healthcare           100%          Inactive - other medical
Care Systems, Inc.                                         Financial Services,                     services
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------





                                       17
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Health Aviation Corp.    PA (1) (*)                   U.S. Healthcare           100%          Ownership and operation of
                                                           Financial Services,                     airplanes
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare Properties,   PA (1) (*)                   U.S. Healthcare           100%          Holding company for real estate
Inc.                                                       Financial Services,
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Criterion Communications      DE (1) (*)                   U.S. Healthcare            51%          Corporation communications
Inc.                                                       Financial Services, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Inteli-Health, Inc.           DE (1) (*)                   U.S. Healthcare            98%          Software development
                                                           Financial Services, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
USHC Management Services      DE (1) (*)                   U.S. Healthcare           100%          Management and financial
Corporation                                                Financial Services, Inc.                services to network providers
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare Advantage,    DE (1) (*)                   Advent Investments, Inc.  100%          Holding company
Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Healthcare Data Interchange   DE (1) (*)                   Advent Investments, Inc.  100%          Software development
Corporation
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Wissahickon Payment           DE (1) (*)                   Advent Investments, Inc.  100%          Third party administrator
Administrators, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Advent Financial Services,    DE (1) (*)                   U.S. Healthcare           100%          Holding company
Inc.                                                       Advantage, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Corporate Health              PA (1) (*)                   Advent Financial          100%          Third party administrator for
Administrators, Inc.                                       Services, Inc.                          self-insured plans
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Managed Care Coordinators,    DE (1) (*)                   Advent Financial          100%          evaluation and administration
Inc.                                                       Services, Inc.                          of multiple health plans
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Phoenix Corporation      PA (1) (*)                   Advent Financial          100%          Shell
                                                           Services, Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Quality Algorithms,      PA (1) (*)                   Advent Financial          100%          Services to analyze the quality
Inc.                                                       Services, Inc.                          and effectiveness of medical
                                                                                                   care
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Workers Comp Advantage, Inc.  PA (1) (*)                   Advent Financial          100%          Case management and other
                                                           Services, Inc.                          medical management services for
                                                                                                   employers on costs related to
                                                                                                   workers' compensation claims
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Orion Computer Systems, Inc.  PA (1) (*)                   Healthcare Data           100%          Software development
                                                           Interchange Corporation
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Primary Investments, Inc.     DE (1) (*)                   Primary Holdings, Inc.    100%          Holding company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------





                                       18
<PAGE>



- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
COMPANY                       STATE                        IMMEDIATE OWNER           OWNERSHIP     PRINCIPAL BUSINESS
                                                                                     PERCENTAGE+
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
United States Health Care     PA (1) (*)                   Primary Investments,      100%          HMO
Systems of Pennsylvania,                                   Inc.
Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare, Inc.         VA (1) (*)                   Primary Investments,      100%          HMO
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare, Inc.         OH (1) (*)                   Primary Investments,      100%          HMO
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare of the        NC (1) (*)                   Primary Investments,      100%          HMO
Carolinas, Inc.                                            Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Healthcare of Georgia,   GA (1) (*)                   Primary Investments,      100%          HMO
Inc.                                                       Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
Advent HMO Corporation        ND (1) (*)                   Primary Investments,      100%          Inactive
                                                           Inc.
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
U.S. Health Insurance         CT (1) (*)                   Primary Investments,      100%          Accident and health insurance
Company                                                    Inc.                                    company
- ----------------------------- ---------------------------- ------------------------- ------------- ---------------------------------
</TABLE>


                                       19
<PAGE>




Item 27. Number of Contract Owners
- ----------------------------------

     As of December 31,1996, there were 600,951 individuals holding interests in
variable annuity contracts funded through Variable Annuity Account C.

Item 28. Indemnification
- ------------------------

Reference is hereby made to Section 33-771(f) of the Connecticut General
Statutes ("C.G.S.") regarding indemnification of directors and Section 33-776(4)
regarding indemnification of officers, employees and agents of Connecticut
corporations. These statutes provide in general that Connecticut corporations
incorporated prior to January 1, 1997 shall indemnify their officers, directors,
employees and agents against "liability" (defined as the obligation to pay a
judgment, settlement, penalty, fine, excise tax in the case of an employee
benefit plan or reasonable expenses incurred with respect to a proceeding). In
the case of a proceeding by or in the right of the corporation, indemnification
is limited to reasonable expenses incurred in connection with the proceeding
against the corporation to which the individual was named a party. The
corporation's obligation to provide such indemnification does not apply unless
(1) the individual has met the standard of conduct set forth in Section 33-771;
and (2) a determination is made (by majority vote of a quorum of the board of
directors who were not parties to the proceeding, or if a quorum cannot be
obtained, by a committee of the board selected as described in Section
33-775(b)(2); by special legal counsel selected by the board of directors or
members thereof as described in Section 33-775(b)(3); by shareholders) that the
individual met the standard set forth in Section 33-771; or (3) the court, upon
application by the individual, determines in view of all the circumstances that
such person is reasonably entitled to be indemnified. Also, unless limited by
its Certificate of Incorporation, a corporation must indemnify an individual who
was wholly successful on the merits or otherwise against reasonable expenses
incurred by him in connection with a proceeding to which he was a party because
of his relationship as director, officer, employee or agent of the corporation.

The statute does specifically authorize a corporation to procure indemnification
insurance on behalf of an individual who is or was a director, officer, employer
or agent of the corporation. Consistent with the statute, Aetna Inc. has
procured insurance from Lloyd's of London and several major United States excess
insurers for its directors and officers and the directors and officers of its
subsidiaries, including the Depositor.

Item 29. Principal Underwriter
- ------------------------------

     (a) In addition to serving as the principal underwriter and depositor for
         the Registrant, Aetna Life Insurance and Annuity Company (ALIAC) also
         acts as the principal underwriter and investment adviser 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, and Aetna Variable
         Portfolios, Inc. (all registered management investment companies under
         the 1940 Act). Additionally, ALIAC acts as the principal underwriter
         and depositor for Variable Life Account B and Variable Annuity Accounts
         B and G (separate accounts of ALIAC registered as unit investment
         trusts under 


<PAGE>


         the 1940 Act). ALIAC is also the principal underwriter for
         Variable Annuity Account I (a separate account of Aetna Insurance
         Company of America registered as a unit investment trust under the 1940
         Act).

     (b) See Item 25 regarding the Depositor.

     (c) Compensation as of December 31, 1996:
<TABLE>

      (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                                         $1,325,661                                $96,924,599
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 accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules under it relating to the securities
described in and issued under this Registration Statement are located at the
home office of the Depositor as follows:

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

Item 31. Management Services
- ----------------------------

     Not applicable

Item 32. Undertakings
- ---------------------

     Registrant hereby undertakes:

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

<PAGE>


     (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) 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) P. 78,904 at 78,523 (November 22, 1988).

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

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



<PAGE>



                                   SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Variable Annuity Account C of Aetna Life Insurance and
Annuity Company, has duly caused this Post-Effective Amendment No. 12 to its
Registration Statement on Form N-4 (File No. 33-75964) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 11th day of February, 1997.


                                      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, this Post-Effective Amendment
No. 12 to the Registration Statement on Form N-4 (File No. 33-75964) 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, Senior Vice President and                           )    February
- -------------------------------
Timothy A. Holt                   Chief Financial Officer                                       )    11, 1997
                                                                                                )
Christopher J. Burns*             Director                                                      )
- -------------------------------
Christopher J. Burns                                                                            )
                                                                                                )
Laura R. Estes*                   Director                                                      )
- -------------------------------
Laura R. Estes                                                                                  )
                                                                                                )
Gail P. Johnson*                  Director                                                      )
- -------------------------------
Gail P. Johnson                                                                                 )
                                                                                                )
John Y. Kim*                      Director                                                      )
- -------------------------------
John Y. Kim                                                                                     )
                                                                                                )


<PAGE>



Shaun P. Mathews*                 Director                                                      )
- -------------------------------
Shaun P. Mathews                                                                                )
                                                                                                )
Glen Salow*                       Director                                                      )
- -------------------------------
Glen Salow                                                                                      )
                                                                                                )
Creed R. Terry*                   Director                                                      )
- -------------------------------
Creed R. Terry                                                                                  )
                                                                                                )
Deborah Koltenuk*                 Vice President and Treasurer, Corporate Controller            )
- -------------------------------
Deborah Koltenuk                                                                                )
</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
- -----------            -------                                                                           ----
<S>                    <C>                                                                            <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 (IA-CDA-IA)                                         *

99-B.4.3               Form of Variable Annuity Contract (G-CDA-HD)                                          *

99-B.4.4               Form of Variable Annuity Contract (GIT-CDA-HO)
                                                                                                      -----------------

99-B.4.5               Form of Variable Annuity Contract (GLIT-CDA-HO)
                                                                                                      -----------------

99-B.4.6               Form of Variable Annuity Contract (GST-CDA-HO)
                                                                                                      -----------------

99-B.4.7               Form of Variable Annuity Contract (I-CDA-HD)
                                                                                                      -----------------

99-B.4.8               Endorsements (EIGET-IC(R), EIGF-IC and EGF-IC(SPD)) to                                *
                       Contract IA-CDA-IA

99-B.4.9               Endorsement (EGET-IC(R)) to Contracts G-CDA-HD and                                    *
                       G-CDA-HF

99-B.4.10              Form of Endorsement (403(b)END(1/97)) to Contracts GIT-
                       CDA-HO, GLIT-CDA-HOand GST-CDA-HO
                                                                                                      -----------------

99-B.5                 Form of Variable Annuity Contract Application                                         *

99-B.6.1               Certification of Incorporation and By-Laws of Depositor                               *




*Incorporated by reference
**To be filed by amendment
<PAGE>



Exhibit No.            Exhibit                                                                           Page
- -----------            -------                                                                           -----

99-B.6.2               Amendment of Certificate of Incorporation by 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 Responsibility Invested Balanced
                       Portfolio, formerly Calvert Socially Responsible Series)
                       dated March 13, 1989 and amended December 27, 1993

99-B.8.3               Second Amendment dated January 1, 1996 to 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.8.4               Fund Participation Agreement between Aetna Life Insurance
                       and Annuity Company, Variable Insurance Products Fund and
                       Fidelity Distributors Corporation dated February 1, 1994
                       and amended on December 15, 1994, February 1, 1995, May
                       1, 1995, January 1, 1996 and March 1, 1996
                                                                                                      -----------------

99-B.8.5               Fund Participation Agreement between Aetna Life Insurance
                       and Annuity Company, Variable Insurance Products Fund II
                       and Fidelity Distributors Corporation dated February 1,
                       1994 and amended on December 15, 1994, February 1. 1995,
                       May 1, 1995, January 1, 1996 and March 1,1996
                                                                                                      -----------------

99-B.8.6               Service Agreement between Aetna Life Insurance and                                    *
                       Annuity Company and Fidelity Investments Institutional
                       Operations Company dated as of November 1, 1995

99-B.8.7               Fund Participation Agreement between Aetna Life Insurance                             *
                       and Annuity Company and Franklin Advisers, Inc. dated
                       January 31, 1989


*Incorporated by reference
**To be filed by amendment


<PAGE>





Exhibit No.            Exhibit                                                                           Page
- -----------            -------                                                                           ----

99-B.8.8               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.8.9               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.8.10              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.8.11              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.8.12              Amendment dated as of February 20, 1996 to Fund                                       *
                       Participation Agreement between Aetna Life Insurance
                       and Annuity Company and Scudder Variable Life Investment
                       Fund dated April 27, 1992 as amended February 19, 1993
                       and August 13, 1993

99-B.8.13              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.13                Schedule for Compensation of Performance Data                                         *

99-B.15.1              Powers of Attorney
                                                                                                      -----------------


*Incorporated by reference
**To be filed by amendment




<PAGE>


Exhibit No.            Exhibit                                                                           Page
- -----------            -------                                                                           -----

99-B.15.2              Authorization for Signatures                                                          *

27                     Financial Data Schedule                                                               **

*Incorporated by reference
**To be filed by amendment
</TABLE>






                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123


                               Herein called Aetna

Agrees to pay benefits as stated in this Contract.







DETAILS OF VARIABLE FEATURES OF THIS CONTRACT ARE IN THE DEPOSIT, RESERVE, AND
SURRENDER PROVISIONS, AND ANNUITY PROVISIONS.

                                 RIGHT TO CANCEL

The Owner may cancel this Contract within 10 days of receiving it, by sending a
written notice to Aetna at the above address or to the agent from whom it was
purchased. Aetna will return all payments made for this Contract within 7 days
after it receives the notice of cancellation and this Contract.

This page, and the following pages, and the application, make up the entire
Contract.

Signed at Hartford, Connecticut on the Effective Date.


/s/ Stephen B. Middlebrook                         /s/ William O. Bailey
       Secretary                                          President

             GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT
                                NON-PARTICIPATING

               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
         ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.



<PAGE>


                                 SPECIFICATIONS

PLAN

OWNER

GROUP CONTRACT NO.

EFFECTIVE DATE

THIS CONTRACT IS DELIVERED IN
AND IS SUBJECT TO THE LAWS OF THAT JURISDICTION

Deduction From Deposit(s) - The amount of the Net Deposit(s) applied will be the
deposit(s) received minus a deduction for premium taxes, if any then deducted
(see Deposit, Reserve, and Surrender Provisions of this Contract).

Deductions From The Separate Account And The Funds - Total deductions equal 1.5%
on an annual basis. Once Annuity payments begin, Aetna must earn a gross return
on the assets of the Separate Account of: (a) 5% on an annual basis if an
assumed net return rate of 3.5% is chosen; or (b) 6.5% on an annual basis if an
assumed net return rate of 5% is chosen; in order that the dollar amount of the
Variable Annuity payments will not decrease.



                                       2
<PAGE>


                                   COVER SHEET

This Contract is a legal contract between the Owner and Aetna.

READ THIS CONTRACT CAREFULLY. This cover sheet is only a brief outline of some
of the important features of this Contract. This cover sheet is not the
insurance contract. Only the actual terms of this Contract will control. 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.

                                TABLE OF CONTENTS
                                                                           Page

                               GENERAL DEFINITIONS
   1. Participant.............................................................5
   2. Annuitant...............................................................5
   3. Annuity.................................................................5
   4. Fixed Annuity...........................................................5
   5. Variable Annuity........................................................5
   6. General Account.........................................................5
   7. Separate Accounts.......................................................5
   8. Fund(s).................................................................5
   9. Valuation Period........................................................6

                               GENERAL PROVISIONS
   1. Contract................................................................7
   2. Incontestability........................................................7
   3. Control of Contract and Individual Accounts.............................7
   4. Change of Contract by Aetna.............................................7
   5. Individual Certificates.................................................7
   6. Designation of Beneficiary..............................................7
   7. Misstatements and Adjustments...........................................8
   8. State Laws..............................................................8
   9. Grace Period............................................................8
   10. Non-Participating Contract.............................................8

                   DEPOSIT, RESERVE, AND SURRENDER PROVISIONS
   1. Net Deposit.............................................................8
   2. Individual Accounts.....................................................8
   3. Guaranteed Interest Rate -- General Account.............................8
   4. Record Units - Separate Account.........................................9
   5. Investment Increment Factors - Separate Account.........................9
   6. Record Unit Value - Separate Account...................................10
   7. Individual Account Reserve.............................................10
   8. Active Life Fund.......................................................10
   9. Experience Credits.....................................................10


                                       3
<PAGE>

   10. Transfer of Individual Account Reserves...............................10
   11. Notice to the Owner...................................................11
   12. Sum Payable at Death (Before Annuity Payments Start)..................11
   13. Surrender Value.......................................................11

                               ANNUITY PROVISIONS
   1. Choices to be Made.....................................................12
   2. Fund(s) Annuity Units - Separate Account...............................12
   3. Fund(s) Annuity Unit Value - Separate Account..........................13
   4. Annuity Options........................................................13
   5. Special Terms Under Annuity Options....................................23
   6. Other Terms of Annuity Options.........................................23
   7. Death of Annuitant/Beneficiary.........................................23


                                       4
<PAGE>


                               GENERAL DEFINITIONS


1.     PARTICIPANT - A person for whom benefits are being provided under this
       Contract.

2.     ANNUITANT - A Participant or beneficiary on whose life an Annuity has
       been effected under this Contract.

3.     ANNUITY - Payment of an income:

 .      (a)    for the life of one or two people;

       (b)    for a stated period;

       (c)    for some mix of (a) and (b); or

       (d)    until there are no funds left.

4.     FIXED ANNUITY - An Annuity of a fixed dollar amount paid from the General
       Account.

5.     VARIABLE ANNUITY - An Annuity of a varying dollar amount paid from the
       Separate Account.

6.     GENERAL ACCOUNT - The Account which holds the assets of Aetna, other than
       those assets of Aetna in the Separate Accounts. Reserves for a Fixed
       Annuity are held in the General Account.

7.     SEPARATE ACCOUNTS - Accounts set up by Aetna under the Connecticut
       Insurance Laws. Assets for this class of variable contracts are set apart
       from other assets of Aetna. Reserves for a Variable Annuity are held in a
       Separate Account and invested in shares of Fund(s).

8.     FUND(S) - The open-end management investment companies (mutual funds)
       registered under the Investment Company Act of 1940. They are:

       (a)    Aetna Variable Fund (Variable Fund);

       (b)    Aetna Variable Encore Fund, Inc. (Encore Fund);

       (c)    Aetna Income Shares, Inc. (Income Fund); and

       (d)    Other funds (if any) which Aetna may allow.

9.     VALUATION PERIOD - The period of time from the end of one business day to
       the end of the next business day.



                                       5
<PAGE>

                               GENERAL PROVISIONS

1.     Contract

       This Contract may be changed only by an officer of Aetna. Any change must
       be made in writing. Any choices under this Contract by the Owner,
       Annuitant or beneficiary must be in writing. Until receipt of such
       choices in the Home Office of Aetna, Aetna may rely on any previous
       choices made.

       Aetna will make Annuity payments as and when due. Any other payments will
       be made by Aetna within 7 days of receipt of the written claim for
       payment, except as otherwise provided in the Surrender Value provision.

2.     Incontestability

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

3.     Control of Contract and Individual Accounts

       Each Participant shall be entitled to all amounts held in his Individual
       Account. Each Participant shall be entitled to make any choices allowed
       by this Contract with respect to Individual Accounts. All other rights in
       the contract shall rest with the Owner. This Contract, and any Individual
       Accounts, shall not be subject to the claims of any creditors.

4.     Change of Contract by Aetna

       Aetna may change any of the terms of this Contract. Aetna will notify the
       Owner in writing 30 days before the effective date of any such change.
       Any such change will not affect the amount or terms of any Annuity which
       began prior to such change. Changes that affect the following provisions
       of this Contract: (a) Annuity Options; (b) Net Deposit; (c) Guaranteed
       Interest Rate; (d) Individual Account Reserve; and (e) Surrender Value;
       will only apply to deposits made on behalf of Participants who become
       covered under this Contract on or after the effective date of such
       change. If the Owner fails to agree to any such change, no new
       Participants may be covered under this Contract. This Contract is subject
       to change as required by federal or state law.

5.     Individual Certificates

       Aetna shall issue certificates for each Participant as required by the
       state in which this Contract is delivered. The certificate will contain a
       summary of the benefits provided by this Contract. Certificates are not a
       part of this Contract.

6.     Designation of Beneficiary



                                       6
<PAGE>

       The beneficiary for each Participant shall be as named, or later changed,
       by the Owner. If no beneficiary is living at the death of the
       Participant, payment of any amount due will be made to the Owner.

7.     Misstatements and Adjustments

       If the age or sex of any payee is found to be misstated, the correct
       facts will be used to adjust payments.

8.     State Laws

       This Contract follows 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.

9.     Grace Period

       This Contract will remain in effect even if deposits are not continued.

10.    Non-Participating Contract

       The Owner will have no right to share in the earnings of Aetna.

                   DEPOSIT, RESERVE, AND SURRENDER PROVISIONS

1.     Net Deposit

       The Net Deposit is the actual deposit minus a charge to pay premium
       taxes, if any. As a rule, Aetna will take this charge out of an
       Individual Account Reserve (see below) when annuity payments are to
       start. But, if Aetna determines that it must pay any imposed premium tax
       at any other time, it may take out the charge at any time.

2.     Individual Accounts

       Aetna will maintain Individual Accounts for each Participant. On the
       basis of information supplied by the Owner, Aetna will credit the Net
       Deposit(s) to such Accounts in either:

       (a)    the General Account;

       (b)    the Separate Account where they are invested in Fund(s) as 
              directed by the Owner; or

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

3.     Guaranteed Interest Rate -- General Account


                                       7
<PAGE>

       On Net Deposit(s) made to the General Account, Aetna will add interest
       daily at an annual rate no less than:

       (a)    4% except under the Annuity Provisions; and

       (b)    3.5% under the Annuity Provisions.

       Aetna may add interest daily at any higher rate.

4.     Record Units - Separate Account

       The portion of the Net Deposit applied to the Separate Account Fund(s)
       will determine the number of Record Units. This number is equal to the
       Net Deposit(s) divided by the Record Unit Value (see below) for the
       Valuation Period when the Net Deposit is received.

5.     Investment Increment Factors - Separate Account

       Investment Increment Factors are those items used to determine a Fund's
       net return factor for each Valuation Period. The net return factor(s) are
       then used to compute all Separate Account values and payments.

       The gross return is equal to:

       (a)    investment income; plus

       (b)    realized and unrealized capital gains; minus

       (c)    realized and unrealized capital losses; minus

       (d)    certain investment expenses; and minus

       (e)    a daily charge at an annual rate of .25% for investment management
              expense and profit.

       The gross return is divided by the net assets of the Fund at the start of
       the Valuation Period to compute the gross return rate. A gross return
       rate may be more or less than 0. The net return rate is equal to:

       (a)    the gross return rate; plus or minus

       (b)    taxes (or charges to a tax reserve) on the Separate Account; and
              minus

       (c)    a daily charge at an annual rate of 1.25% for annuity mortality
              and expense risks and profit.




                                       8
<PAGE>

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

       The net return factor for each Fund is equal to the net return rate plus
       1.000000.

6.     Record Unit Value - Separate Account

       The Record Unit Value for each Separate Account Fund is computed by
       multiplying the net return factor for the current Valuation Period by the
       Record Unit Value for the previous Period. The dollar value of Record
       Units, Separate Account Reserves, and Variable Annuity payments may go up
       or down due to investment gain or loss.

7.     Individual Account Reserve

       The Individual Account Reserve for each Participant is equal to:

       (a)    Net Deposits credited to the General Account (if any); plus

       (b)    General Account interest added by Aetna; plus

       (c)    the value of Separate Account Record Units (if any); plus

       (d)    any amount due to Experience Credits (see below); minus

       (e)    a charge of $20 on each anniversary of each Individual Account
              effective date; and

       (f)    any amounts previously surrendered.

8.     Active Life Fund

       The Active Life Fund is equal to the combined Reserves of all Individual
       Accounts, except those Accounts applied to the payment of Annuities.

9.     Experience Credits

       Aetna may apply Experience Credits to Individual Accounts in the Active
       Life Fund under this Contract. Any such credit will be computed as
       decided by Aetna.

10.    Transfer of Individual Account Reserves

       The Owner may transfer any portion of the Individual Account Reserves
       from any Fund to any other Fund or to the General Account. Reserves
       cannot be transferred from the General Account to any of the Funds. A
       transfer of Reserves cannot be made within 90 days of a previous
       transfer.

11.    Notice to the Owner



                                       9
<PAGE>

       Aetna will notify the Owner each year of:

       (a)    the investments held in the Fund(s) for the Separate Account; and

       (b)    the number of record units; or

       (c)    the number of annuity units; and

       (d)    the value of a unit.

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

12.    Sum Payable at Death (Before Annuity Payments Start)

       Aetna will pay to the beneficiary the Individual Account Reserve if:

       (a)    the participant dies before Annuity payments start; and

       (b)    the notice of death is received by Aetna.

       The sum paid will be the Reserve on the date when the notice is received.
       The beneficiary may choose to apply any sum under Annuity Options (see
       Annuity Provisions).

13.    Surrender Value

       The amount paid by Aetna upon the surrender of all or any portion of the
       Active Life Fund or Individual Account(s) shall be reduced by a surrender
       fee. The surrender fee will be a percentage of the amount surrendered and
       will vary according to the number of Deposit Cycles completed for the
       Individual Account(s) being surrendered. The number of deposits to be
       made in a year is chosen by the Owner. A Deposit Cycle is completed when
       this number of deposits has been made. For each surrender from an
       Individual Account, the fee will be as follows:

               Number of Deposit Cycles Completed                          Fee
               Less than 5                                                 5%
               5 or more but less than 7                                   4%
               7 or more but less than 9                                   3%
               9 or more                                                   2%

       In no event, however, will the Fee on a total surrender of an Individual
       Account exceed 9% of the actual deposits made to that Account.



                                       10
<PAGE>

       If the Active Life Fund invested in the General Account exceeds $500,000,
       Aetna reserves the right to pay out any surrender in equal installments
       over a period not to exceed 60 months.

       Under certain emergency conditions, Aetna has the right to defer payment
       of any surrender value as provided by federal or state law.

                               ANNUITY PROVISIONS

1.     Choices to be Made

       The Owner may tell Aetna to pay the Individual Account Reserve (minus any
       charges for premium taxes) as a premium for an Annuity under Options 2,
       3, 4, and 5 (see below). The first Annuity payment must generally be made
       no later than the first day of the month following the Annuitant's 75th
       birthday. The Owner may tell Aetna to make the first Annuity payment on
       the first day of any prior month.

       When any option is chosen, the Owner or beneficiary choosing the option
       must tell, Aetna if payments are to be made other than monthly. They must
       also tell Aetna to pay:

       (a)    a Fixed Annuity;

       (b)    a Variable Annuity using Variable Fund;

       (c)    a Variable Annuity using Income Fund; or

       (d)    any mix of these.

       When choosing a Variable Annuity, an assumed net return rate of 5% per
       year may be chosen. If not chosen, Aetna will use an assumed net return
       rate of 3.5% per year.

2.     Fund(s) Annuity Units - Separate Account

       The amount of the first Variable Annuity payment will be equal to:

       (a)    the portion of the Individual Account Reserve (minus any charges 
              for premium taxes) to be used to pay a Variable Annuity using the
              Fund(s);times

       (b)    the rate for each $1,000 for the Option chosen.

       Such amount, or portion, of the payment using a Fund will be divided by
       the Fund(s) Annuity Unit Value (see below) on the due date of the first
       payment to determine the number of the Fund(s) Annuity Units.


                                       11
<PAGE>


       Such number of the Fund(s) Annuity Units remains fixed. Each future
       payment is equal to such number times the Fund(s) Annuity Unit Value on
       the due date of each payment.

3.     Fund(s) Annuity Unit Value - Separate Account

       For any Valuation Period the Fund(s) Annuity Unit Value is equal to:

       (a)    the Value for the next previous Period; times

       (b)    the net return factor(s) (see Investment Increment Factors - 
              Separate Account provisions) for the tenth previous Period; times

       (c)    a factor to reflect the assumed net return rate.

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

       The dollar amount of Annuity Units, values, and payments may go up or
       down due to investment gain or loss.

       Payments shall not be changed due to mortality or expense results.

4.     Annuity Options

       Option 1 - Payment of Interest on Sum Left With Aetna - This option may
       be used only by the beneficiary when the death of the Participant is
       before Aetna has started paying an Annuity. A portion or all of the sum
       due may be held in the General Account of Aetna at interest (see
       Guaranteed Interest Rate - General Account provision). 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 under any of the
              Annuity Options below.

       Option 2 - Payments of a Stated Dollar Amount - An Annuity of a chosen
       amount will be paid until there are no funds left. The payments to be
       made in a year must be no less than $60 for each $1,000 applied to this
       Option, but cannot exceed an amount which would deplete the funds in less
       than 3 years.

       Where there is a right under Federal Securities Law to forgo future
       payments and receive the present value of the Annuity under this Option
       in a lump sum, the exercise of that right within a 3 year period after
       the start of payments shall be treated as a surrender (see Surrender
       Value under Deposit, Reserve and Surrender Provisions).



                                       12
<PAGE>

       Option 3 - Payments for a Stated Period of Time - An Annuity will be paid
       for the number of years chosen. The number of years must be no less than
       3 and no more than 30.

       Where there is a right under Federal Securities Law to forgo future
       payments and receive the present value of the Annuity under this Option
       in a lump sum, the exercise of that right within a 3 year period after
       the start of payments shall be treated as a surrender (see Surrender
       Value under Deposit, Reserve and Surrender Provisions).




                                       13
<PAGE>


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

                          PAYMENTS FOR A STATED PERIOD

<TABLE>
<CAPTION>
     Years                                    Years                                   Years
    of Pay-             Amount of            of Pay-            Amount of             of Pay-             Amount of
     ments              Payments              ments             Payments               ments              Payments
     -----              --------              -----             --------               -----              --------
<S>                      <C>                   <C>                 <C>                  <C>                <C>  
       3                 $29.19                13                  $7.94                22                 $5.39
       4                  22.27                14                   7.49                23                  5.24
       5                  18.12                15                   7.10                24                  5.09
       6                  15.35                16                   6.76                25                  4.96
       7                  13.38                17                   6.47                26                  4.84
       8                  11.90                18                   6.20                27                  4.73
       9                  10.75                19                   5.97                28                  4.63
      10                   9.83                20                   5.75                29                  4.53
      11                   9.09                21                   5.56                30                  4.45
      12                   8.46
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                          PAYMENTS FOR A STATED PERIOD

<TABLE>
<CAPTION>
     Years                                    Years                                   Years
    of Pay-             Amount of            of Pay-            Amount of             of Pay-             Amount of
     ments              Payments              ments             Payments               ments              Payments
     -----              --------              -----             --------               -----              --------
<S>                      <C>                   <C>                 <C>                  <C>                <C>  
       3                 $29.80                13                 $8.64                 22                 $6.17
       4                  22.89                14                  8.20                 23                  6.02
       5                  18.74                15                  7.82                 24                  5.88
       6                  15.99                16                  7.49                 25                  5.76
       7                  14.02                17                  7.20                 26                  5.65
       8                  12.56                18                  6.94                 27                  5.54
       9                  11.42                19                  6.71                 28                  5.45
      10                  10.51                20                  6.51                 29                  5.36
      11                   9.77                21                  6.33                 30                  5.28
      12                   9.16
</TABLE>




                                       14
<PAGE>


Option 4 - Life Income - An Annuity will be paid for life. Payments may be made
for a minimum stated period, if chosen, of 60, 120, 180 or 240 months. If the
Annuitant dies before the end of such stated period, payments will be made to
the beneficiary for the rest of the stated period.

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

<TABLE>
<CAPTION>
                                LIFE INCOME WITH
             Age of                          Payments Guaranteed for a Stated Period of Months:
           Annuitant                  None            60             120            180            240
      Male            Female
      ----            ------          ----            --             ---            ---            ---
<S>                     <C>           <C>            <C>            <C>            <C>            <C>  
       50               55            $4.98          $4.96          $4.89          $4.77          $4.62
       51               56             5.08           5.05           4.98           4.85           4.68
       52               57             5.18           5.16           5.07           4.93           4.74
       53               58             5.30           5.26           5.17           5.01           4.80
       54               59             5.41           5.38           5.27           5.09           4.86

       55               60             5.54           5.49           5.37           5.17           4.92
       56               61             5.67           5.62           5.48           5.26           4.98
       57               62             5.80           5.75           5.59           5.35           5.04
       58               63             5.95           5.89           5.71           5.44           5.10
       59               64             6.10           6.03           5.83           5.53           5.16

       60               65             6.27           6.19           5.96           5.62           5.22
       61               66             6.44           6.35           6.09           5.72           5.27
       62               67             6.63           6.52           6.23           5.81           5.33
       63               68             6.82           6.71           6.38           5.91           5.38
       64               69             7.04           6.90           6.53           6.00           5.43

       65               70             7.26           7.11           6.68           6.10           5.47
       66               71             7.50           7.33           6.84           6.19           5.52
       67               72             7.76           7.56           7.01           6.28           5.55
       68               73             8.04           7.80           7.18           6.37           5.59
       69               74             8.34           8.07           7.35           6.46           5.62

       70               75             8.67           8.34           7.52           6.54           5.65
       71                              9.01           8.63           7.70           6.62           5.67
       72                              9.39           8.94           7.88           6.69           5.69
       73                              9.79           9.26           8.05           6.76           5.71
       74                             10.22           9.61           8.22           6.81           5.72
       75                             10.69           9.96           8.39           6.87           5.73
</TABLE>

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.




                                       15
<PAGE>


                 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%

<TABLE>
<CAPTION>
                                       LIFE INCOME WITH
             Age of                          Payments Guaranteed for a Stated Period of Months:
           Annuitant                  None            60             120            180            240
      Male            Female
      ----            ------          ----            --             ---            ---            ---
<S>                     <C>           <C>            <C>            <C>            <C>            <C>  
       50               55             5.89           5.86           5.78           5.65           5.48
       51               56             5.99           5.96           5.86           5.71           5.53
       52               57             6.09           6.06           5.95           5.79           5.59
       53               58             6.20           6.16           6.04           5.86           5.64
       54               59             6.32           6.27           6.14           5.94           5.70

       55               60             6.44           6.39           6.24           6.02           5.75
       56               61             6.57           6.51           6.34           6.10           5.80
       57               62             6.71           6.64           6.45           6.18           5.86
       58               63             6.85           6.77           6.56           6.26           5.91
       59               64             7.00           6.92           6.68           6.35           5.97

       60               65             7.16           7.07           6.80           6.43           6.02
       61               66             7.34           7.23           6.93           6.52           6.07
       62               67             7.52           7.40           7.06           6.61           6.12
       63               68             7.72           7.58           7.20           6.70           6.17
       64               69             7.93           7.77           7.35           6.79           6.21

       65               70             8.16           7.97           7.50           6.88           6.25
       66               71             8.40           8.19           7.65           6.97           6.29
       67               72             8.66           8.42           7.81           7.05           6.33
       68               73             8.94           8.66           7.97           7.14           6.36
       69               74             9.24           8.92           8.13           7.22           6.39

       70               75             9.56           9.19           8.30           7.29           6.41
       71                              9.91           9.48           8.47           7.36           6.43
       72                             10.29           9.78           8.64           7.43           6.45
       73                             10.69          10.10           8.80           7.49           6.47
       74                             11.13          10.43           8.97           7.55           6.48
       75                             11.60          10.79           9.13           7.60           6.49
</TABLE>

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.

                                       16
<PAGE>

Option 5 - 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.



                                       17
<PAGE>


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

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>            <C>              <C>             <C>             <C>  
    50           55            $4.10           $4.27          $4.43          $4.57            $4.69           $4.79           $4.86
    55           60             4.21            4.43           4.65           4.86             5.04            5.20            5.32
    60           65             4.30            4.57           4.86           5.15             5.43            5.68            5.88
    65           70             4.38            4.69           5.04           5.43             5.83            6.21            6.56
    70           75             4.44            4.79           5.20           5.68             6.21            6.78            7.33
    75           80             4.48            4.86           5.32           5.88             6.56            7.33            8.16
    80           85              --             4.91           5.41           6.03             6.82            7.80            8.95
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>             <C>            <C>              <C>              <C>  
    50           55            $5.00           $5.16          $5.31           $5.44          $5.57            $5.67            $5.75
    55           60             5.11            5.31           5.51            5.71           5.90             6.06             6.19
    60           65             5.20            5.44           5.71            5.99           6.26             6.52             6.73
    65           70             5.28            5.57           5.90            6.26           6.65             7.04             7.38
    70           75             5.34            5.67           6.06            6.52           7.04             7.59             8.14
    75           80             5.38            5.75           6.19            6.73           7.38             8.14             8.96
    80           85              --             5.81           6.29            6.90           7.66             8.62             9.76
</TABLE>

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.



                                       18
<PAGE>


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

                         JOINT AND LAST SURVIVOR ANNUITY
                             66-2/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>             <C>            <C>              <C>              <C>  
    50           55            $4.51           $4.72         $4.94            $5.18          $5.44            $5.71           $6.00
    55           60             4.70            4.94          5.20             5.49           5.81             6.14            6.49
    60           65             4.90            5.18          5.49             5.84           6.23             6.65            7.09
    65           70             5.11            5.44          5.81             6.23           6.71             7.25            7.82
    70           75             5.34            5.71          6.14             6.65           7.25             7.93            8.69
    75           80             5.58            6.00          6.49             7.09           7.82             8.69            9.69
    80           85            --               6.28          6.84             7.53           8.39             9.47           10.77
</TABLE>

Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                             66-2/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>             <C>            <C>              <C>              <C>  
    50           55            $5.43           $5.62         $5.84            $6.08          $6.36            $6.65           $6.98
    55           60             5.62            5.84          6.10             6.38           6.70             7.06            7.44
    60           65             5.82            6.08          6.38             6.72           7.11             7.54            8.01
    65           70             6.06            6.36          6.70             7.11           7.58             8.12            8.71
    70           75             6.31            6.65          7.06             7.54           8.12             8.80            9.56
    75           80             6.59            6.98          7.44             8.01           8.71             9.56           10.56
    80           85              --             7.31          7.84             8.49           9.33            10.38           11.66
</TABLE>

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.



                                       19
<PAGE>


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

                         JOINT AND LAST SURVIVOR ANNUITY
                               50% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>             <C>            <C>              <C>              <C>  
    50           55            $4.75           $4.98         $5.24            $5.55          $5.91           $ 6.32          $ 6.79
    55           60             4.99            5.24          5.54             5.88           6.28             6.76            7.30
    60           65             5.26            5.55          5.88             6.27           6.73             7.27            7.90
    65           70             5.59            5.91          6.28             6.73           7.26             7.90            8.65
    70           75             5.96            6.32          6.76             7.27           7.90             8.67            9.57
    75           80             6.37            6.79          7.30             7.90           8.65             9.57           10.69
    80           85              --             7.30          7.88             8.59           9.49            10.61           12.00
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                               50% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>             <C>            <C>              <C>              <C>  
    50           55            $5.67           $5.89         $6.15            $6.47          $6.84           $7.29            $7.81
    55           60             5.91            6.15          6.44             6.78           7.20            7.70             8.28
    60           65             6.20            6.47          6.78             7.16           7.63            8.19             8.86
    65           70             6.54            6.84          7.20             7.63           8.16            8.80             9.58
    70           75             6.95            7.29          7.70             8.19           8.80            9.56            10.48
    75           80             7.42            7.81          8.28             8.86           9.58           10.48            11.60
    80           85              --             8.39          8.94             9.61          10.46           11.56            12.92
</TABLE>

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.



                                       20
<PAGE>

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

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                            120 MONTHS MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>             <C>            <C>              <C>              <C>  
    50           55            $4.10           $4.27         $4.42            $4.56          $4.68            $4.77           $4.83
    55           60             4.21            4.42          4.64             4.84           5.02             5.16            5.26
    60           65             4.30            4.56          4.84             5.12           5.38             5.61            5.78
    65           70             4.37            4.68          5.02             5.38           5.76             6.10            6.37
    70           75             4.42            4.77          5.16             5.61           6.10             6.58            7.00
    75           80             4.46            4.83          5.26             5.78           6.37             7.00            7.58
    80           85              --             4.86          5.33             5.88           6.55             7.29            8.02
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                            120 MONTHS MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>             <C>            <C>              <C>              <C>  
    50           55            $5.00           $5.15          $5.30           $5.43          $5.55            $5.64           $5.71
    55           60             5.10            5.30           5.50            5.69           5.87             6.01            6.12
    60           65             5.19            5.43           5.69            5.96           6.21             6.44            6.61
    65           70             5.27            5.55           5.87            6.21           6.57             6.90            7.17
    70           75             5.32            5.64           6.01            6.44           6.90             7.37            7.78
    75           80             5.36            5.71           6.12            6.61           7.17             7.78            8.34
    80           85              --             5.75           6.19            6.72           7.35             8.06            8.76
</TABLE>

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.



                                       21
<PAGE>



5.     Special Terms Under Annuity Options

       (a)    When payments start, the age of the Annuitant plus the number of
              years for which payments are guaranteed must not exceed 95.

       (b)    The present value of the payments to the Annuitant when payments
              start shall be more than 50% of the present value of the payments
              to be made to all payees; this restriction does not apply if
              Option 5 is chosen and the second Annuitant is the spouse of the
              Annuitant.

6.     Other Terms of Annuity Options

       No choice of any Annuity Option may be made if the first payment would be
       less than $20 or if the total payments in a year would be less than $100.

       Age, where used in the above tables, means age nearest birthday on the
       date of the first payment. The tables for Options 4 and 5 use the Annuity
       table for 1949 with:

       (a)    a 1 year age reduction for males; and

       (b)    a 6 year age reduction for females.

       If Fixed Annuity Options 3, 4, or 5 are chosen and Aetna's current
       applicable rates at that time are larger than the rates above, the larger
       payment will be made.

7.     Death of Annuitant/Beneficiary

       When an Annuitant dies while payments are being made under an Annuity
       Option, payments will be continued to the beneficiary as provided by the
       option. If no beneficiary is living, the present value of any remaining
       payments will be paid in one sum to the estate of the Annuitant. The
       present value will assume the same interest rate that was used when the
       first payment was made.

       When a beneficiary dies while a sum is held at interest, the amount held
       will be paid in one sum to the estate of the beneficiary. When a
       beneficiary dies while payments are being made under an Annuity Option,
       the present value of any remaining payments will be paid in one sum to
       the estate of the beneficiary. The present value will assume the same
       interest rate that was used when the first payment was made.




                                       22
<PAGE>



                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123


             GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT
                                NON-PARTICIPATING

               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
          ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT




                                       23
<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract or Certificate is endorsed to add at the end of the Surrender
Value provision the following:

The surrender fee of 2% is not deducted for a surrender from the Reserve, or
from a Participant's Individual Account, when:

(a)    no less than 9 deposit cycles have been completed for the Annuitant, or
       the said Participant; and

(b)    the Annuitant or the said Participant is no less than age 59-1/2.

Endorsed and made a part of this Contract or Certificate on:

(a)    the Date of Issue (Effective Date) of the Contract; or

(b)    the effective date of coverage under the Group Contract of the
       Participant named in the Certificate.

                                                          /s/ William O. Bailey
                                                          President


<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

Aetna hereby endorses this Contract to allow the transfer of Reserves out of the
General Account. Such transfers will be:

(1)    a minimum of 10% of the General Account funds held in the Participant's
       Individual Account;

(2)    without deduction of any charge; and

(3)    to any of the Fund(s) or the Guaranteed Accumulation Account;

(4)    allowed once during each calendar year;

(5)    prior to the election of an Annuity Option;

(6)    without affecting the rights of transfer now in the contract.

Aetna may, for temporary periods of time, allow any larger percentage to be
transferred.

The value of the Reserves held in the General Account, as used above, is the
value when the request is received at the Home Office of Aetna. References to
the General Account above shall not apply to the Guaranteed Accumulation
Account.

Endorsed and made a part of this Contract on the later of September 1, 1983 or
the Effective Date of this Contract.




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


<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract or Certificate is hereby endorsed as follows:

Payments under any life Annuity Option in this Contract or Certificate; which is
elected on or after the effective date of this endorsement, will be determined
without regard to the sex of the Annuitant(s). Any such payments will be based
solely on the age of the Annuitant(s) (as determined by the Contract or
Certificate); using the most favorable rate for that age under the benefit
elected.

If a larger payment would result by a female Annuitant using the rates shown in
the Contract or Certificate for a male, the larger payment will be made.

Endorsed and made a part of the Contract or Certificate effective August 1,
1983.



                                                     /s/ William O. Bailey
                                                     President


<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

1.     The following sections a), b), and c) will apply to all Participants
       under this Contract.

       a)     Add to the Deposit, Reserve, and Surrender Provisions the
              following:

              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 annual maintenance charge and
              Surrender Fee imposed at the time of surrender on the amount being
              reinvested will be included in the reinstatement. 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 Separate Account in the same
              proportion as they were at the time of surrender. Any amounts
              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 annual maintenance charge which falls due after the surrender
              and before the reinstatement will be deducted from the amount
              reinstated.

              Reinstatement is permitted only once.

       b)     Delete the paragraph under the section titled Individual Accounts
              and add the following:

                  Aetna will maintain Individual Accounts for each Participant.
                  Aetna will credit the Net Deposit(s) among:

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

              The percentage of the Net Deposit(s) to be applied to each
              investment above must be chosen by the Owner.

                                       1
<PAGE>

              During any calendar year, Aetna may be told to change the
              investment mix four times. If additional changes are allowed, each
              may be subject to a fee of up to $10.

       c)     Delete the paragraph under the section titled Transfer of
              Individual Account Reserves and add the following:

              Before an annuity option is elected, the Owner may transfer any
              portion of the Individual Account Reserves from any Fund to any
              other Fund, to the General Account, or to the GA Account's current
              Deposit Period. Any portion of the Individual Account Reserve in
              the GA Account may be transferred to any Fund or to the General
              Account. Transfers from the GA Account are subject to the
              Withdrawal and Market Value Adjustment provisions.

              Four transfers of Individual Account Reserves (excluding transfers
              from the GA Account at the end of a Guaranteed Term) can be made
              during a calendar year period. If additional transfers are
              allowed, each may be subject to a fee of up to $10.

2.     The following changes will not apply to Participants covered under the
       Contract before the effective date of this endorsement.

       a)     Delete the paragraph titled Deductions From The Separate Account
              And The Funds on the Specifications page and add the following:

              Deductions from the Separate Account - There will be deductions
              for mortality and expense risks and administrative fees. If the
              dollar amount of Variable Annuity payments are not to decrease,
              Aetna must earn a gross return on the assets of the Separate
              Account of:

                    o    4.75% on an annual basis, plus an annual return of up
                         to .25% needed to offset the administrative charge set
                         at the time annuity payments commenced, if an Assumed
                         Annual Net Return Rate of 3.5% is chosen; or,

                    o    6.25% on an annual basis, plus an annual return of up
                         to .25% needed to offset the administrative charge set
                         at the time annuity payments commended, if an Assumed
                         Annual Net Return Rate of 5% is chosen.

       b)     Delete the paragraph under the section titled Investment Increment
              Factors - Separate Account and insert the following:

                  Investment Increment Factors are those items used to determine
                  a Fund's Net Return Factor for each valuation period. The Net
                  Return Factors are used to compute all Separate Account values
                  and payments for any Fund.

                                       2
<PAGE>

                  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 rate of 1.25%
                           for annuity mortality and expense risks and profit;
                           and a daily administrative charge which will not
                           exceed .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.

                    The administrative charge may be changed annually except for
                    amounts which have been used to purchase an annuity. This
                    charge will not exceed .25%.

c)     Under the section titled Fund(s) Annuity Unit Value - Separate Account,
       delete the last paragraph and add the following:

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

d)     Under the section titled Individual Account Reserve, add the following
       final paragraph:

       Any charge specified in (e) above will also be charged upon surrender of
       the entire Individual Account Reserve if such surrender takes place on a
       date other than an anniversary of the Individual Account effective date.

e)     Under the section titled Annuity Options, add the following sentence to
       Option 2:

                                       3
<PAGE>

       This option may only be elected as a Fixed Annuity.

f)     Add as a final paragraph to the section titled Annuity Options, the
       following:

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

Endorsed and made a part of this Contract effective May 1, 1984.


                                                     /s/ William O. Bailey
                                                     President


<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to add the following provision to the section
Surrender Value under DEPOSIT, RESERVE, AND SURRENDER VALUE PROVISIONS:

       On the tenth anniversary of the Effective Date of an Individual Account,
the surrender fee shall reduce to 0%.

Endorsed and made a part of this Contract effective September 1, 1984.




                                                     /s/ William O. Bailey
                                                     President


<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is endorsed to allow for the election of a loan subject to the
following conditions:

A.     Add to the end of the Section 3 entitled Control of Contract and
       Individual Accounts under GENERAL PROVISIONS the following sentence:

       In the event a loan against an Individual Account is requested, however,
       the value of the Individual Account necessary to cover the loan amount
       plus interest must be assigned to Aetna.

B.     Add to the DEPOSIT, RESERVE, AND SURRENDER PROVISIONS the following
       provision:

       14. Loan Value: Each Participant, before an annuity option is elected,
       may borrow from their Individual Account Reserve according to the terms
       specified below:

       (a)    Requesting A Loan: The request must be in writing in a form
              acceptable to Aetna and must assign to Aetna that portion of their
              Individual Account Reserve necessary to cover the loan amount plus
              interest. A loan may not be requested within 12 months of any
              prior loan request.

       (b)    Loan Amount: The amount of the loan must be greater than $5,000
              and, when added to the total of any prior loans outstanding, may
              not exceed the amount remaining in the Participant's Individual
              Account Reserve. The total amount of any outstanding loan(s) may
              not exceed $50,000. Loans can only be made from those amounts held
              in the Fund(s) and the Fixed Account. Loans may not be made
              against amounts held in the GA Account. If a Participant intends
              to request a loan against any portion of the GA Account, that
              portion of the GA Account must be transferred to any Fund(s) or to
              the Fixed Account. The transferred amount will be subject to the
              Withdrawals and Market Value Adjustment provisions.

              When a loan is made, an amount equal to the loan amount will be
              withdrawn from the Participant's Individual Account Reserve.
              Unless instructed otherwise, the amount withdrawn will be
              allocated on a pro-rata basis among the Fixed Account and the
              Fund(s).

       (c)    Loan Interest: Loan interest will accrue on a daily basis at an
              annual rate of 3%. Loan interest must be paid in full at least
              annually. The interest must be paid directly to Aetna by the
              Participant. If interest is not paid when due, the 


                                       1
<PAGE>

              entire loan amount plus interest will be treated as a surrender
              under the terms of the Contract.

       (d)    Loan Repayment: The repayment of any portion of a loan will be
              allocated on a current basis among the Fund(s) and Fixed Account
              in the same proportion as when the loan was initially made.
              Repayment may be made at any time during the 5 years from the date
              the loan was first made. Any unpaid portion of a loan must be
              repaid at the end of the 5 years, upon election of an annuity
              option under this Contract, or upon full surrender of the
              Participant's Individual Account Reserve; whichever occurs first.
              Aetna may require all outstanding loans be paid if the value of a
              Participant's Individual Account Reserve falls below an amount
              equal to 25% of the total loans outstanding. Any loan and accrued
              interest not repaid will be treated as a surrender.

C.     Add to Section 7 - Individual Account Reserve, the following:

       (g)    and minus any amount withdrawn for a loan, if applicable.

D.     Add to Section 12 - Sum Payable at Death (Before Annuity Payments Start),
       the following:

       The Individual Account Reserve payable under the terms of this section
       will be reduced by the amount of the accrued interest on any outstanding
       loan.

Endorsed and made a part of this Contract on the effective date of the Contract.




                                                     /s/ William O. Bailey
                                                     President



                                       2
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is endorsed as follows:

In addition to any Purchase Payments 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, as appropriate. Aetna will
maintain an Individual Account for each lump-sum payment. The terms of this
Contract shall apply to any lump-sum payment except that:

       1.     A Maintenance Fee will not be deducted from an Individual Account
              maintained pursuant to a lump-sum payment; and

       2.     For each surrender from an Individual Account maintained pursuant
              to a lump-sum payment, the Surrender Fee will vary according to
              the period of time between the effective date of the Individual
              Account and the date of surrender as follows:

              If the Period of Time is                             Surrender Fee

              5 years or less                                          5%
              More than 5 years but not more than 6 years              4%
              More than 6 years but not more than 7 years              3%
              More than 7 years but not more than 8 years              2%
              More than 8 years but not more than 9 years              1%
              More than 9 years                                        0%

Endorsed and made a part of this Contract on the effective date of the Contract.




                                                          /s/ William O. Bailey
                                                          President


<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is endorsed to provide an additional accumulation option. This
option does not replace or limit the use of any other option(s) available under
this Contract for such purpose. This option is known as Aetna Guaranteed Equity
Trust (GET Fund). The use of this option is described and limited as follows:

1.     Aetna Guaranteed Equity Trust (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.

2.     Allocation Period - The period of time, usually from one to three months,
       during which amounts may be allocated to a series of GET Fund, whether by
       transferring values from the other accumulation options, or by Purchase
       Payments. The Allocation Period is the only time during which amounts may
       be allocated to a series. At its discretion, prior to the beginning of an
       Allocation Period, Aetna may specify a minimum amount per transfer and
       per Purchase Payment amount for each series. A new series will be
       established for each Allocation Period.

3.     Guaranteed Period - The length of time to which the Guarantee applies for
       a series. This period will be specified for a series before its
       Allocation Period begins.

4.     Maturity Date - The date at which the Guaranteed Period for that 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 Maturity Date, Contract Values based on that GET
       Fund series will be transferred to Aetna Variable Encore Fund. Transfers
       made for this reason will not be counted as one of the four free
       transfers. The Maturity Date will be specified before the Allocation
       Period for that series begins.

5.     Guarantee - Aetna guarantees that on a series' Maturity Date if the
       value of each GET Fund Record Unit then outstanding in that series is
       less than the value of that Record Unit at a date specified before the
       Allocation Period began, such date being the beginning of the Guaranteed
       Period, it will transfer to the Separate Account, from its General
       Account, any amount necessary to bring that Record Unit value to the
       guaranteed level. This Guarantee does not apply to GET Fund Record Unit
       values withdrawn or transferred before the Maturity Date.

6.     Net Return Factor - Separate Account: The Net Return Factor for GET Fund
       is equal to 1.0000000 plus the Net Return Rate.

                                       1
<PAGE>

       The Net Return Rate for each series of GET Fund, notwithstanding any
       other provision of this Contract is equal to:

       a.     The value of the shares of that series of GET Fund held by the
              Separate Account at the end of a Valuation Period; minus

       b.     The value of the shares of that series of GET Fund held by the
              Separate Account at the start of the Valuation Period; plus or
              minus

       c.     The proportional share of taxes (or reserves for taxes) on the
              Separate Account (if any); divided by

       d.     The total value of the GET Fund Record Units of the Separate
              Account for that series at the start of the Valuation Period;
              minus

       e.     A daily actuarial charge at an annual rate of 1.25% for annuity
              mortality and expense risks and profit;

       f.     A daily fee at an annual rate of .25% during the Guaranteed Period
              for Aetna's guarantee of Record Unit values and profit; and

       g.     A daily administrative charge which will not exceed .25% on an
              annual basis.

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

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

7.     Withdrawals and Transfers - Withdrawals or transfers from a GET Fund
       series before the Maturity Date will be at the then applicable GET Fund
       Record Unit value, which may be more or less than the value guaranteed at
       the Maturity Date.

8.     Election of an Annuity Option - Contract values based on any GET Fund
       series must be transferred to another accumulation option prior to
       election of an Annuity Option.

9.     Current Value shall include the sum of any GET Fund Record Units.

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




                                       2
<PAGE>


Endorsed and made a part of this Contract on July 1, 1987 or the effective date
of the Contract whichever is later.



                                                     \s\ Dean E. Wolcott
                                                     President



                                       3
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to add the following new provision under
Surrender Value:

No surrender fee is deducted:

o      On and after the tenth anniversary of the Effective Date of the
       Individual Account;

o      From any portion of the Active Life Fund which is paid when the
       Individual Account Cash Value is $2,500 or less and no surrenders have
       been taken from the Individual Account within the prior 12 months. If
       there is more than one Individual Account under the Contract for a
       Participant, then this provision will only apply when the total in all of
       the Participant's Individual Accounts is $2,500 or less; or

o      In an amount equal to or less than 10% of the current Individual Account
       Cash Value, as part of the first partial surrender request in a calendar
       year to a 403(b) Participant who is at least age 59-1/2 and less than age
       70-1/2. The Individual Account Cash Value is calculated as of the date
       the partial surrender request is received in good order at Aetna's Home
       Office. Any outstanding loans from the Participant's Individual Account
       are excluded when calculating the Individual Account Cash Value. This
       provision does not apply to partial surrenders due to loan defaults made
       from Individual Account Values and does not apply to full surrender
       requests.

Endorsed and made a part of this Contract on May 1, 1989 or the Effective Date
of the Contract whichever is later.



                                     /s/ John J. Martin
                                     President
                                     Aetna Life Insurance and Annuity Company


<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to include the following new provisions:

       During any calendar year, Aetna may be told to change the investment mix
       twelve times. Should Aetna allow additional changes, each may be subject
       to a fee of up to $10.

       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.

Endorsed and made a part of this Contract effective May 1, 1989.



                                  /s/ John J. Martin
                                  President
                                  Aetna Life Insurance and Annuity Company


<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

Add the following conditions to the Contributions, Valuation and Discontinuance
Contributions or the Deposit, Reserve and Surrender Provision portion of the
Contract:

       The following distribution options may be elected by the Owner.

       (a)    Estate Conservation Option (ECO): A distribution option under
              which a portion of the Individual Account Reserve 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
                    Owner attains age 70-1/2, and will be calculated on the full
                    Reserve Value of the Individual Account, except as provided
                    in b.

              b.    If Aetna maintains separate records of the value of the
                    account as of December 31, 1986, (see below), payments made
                    on or after the year in which the Owner attains age 75 will
                    only be calculated on amounts contributed after December 31,
                    1986, plus all interest credited after that date. The method
                    under this rule is only used upon election of the Owner and
                    will no longer be effective if the Owner submits a
                    withdrawal request in addition to a scheduled ECO payment
                    from the Individual Account, at which time ECO payments will
                    then be determined under a.

                    Aetna will maintain separate records, if the Owner has not
                    requested any withdrawals from his or her individual Account
                    since December 31, 1986. If a Owner attained age 70-1/2
                    prior to 1988 or is a Owner in a governmental or church Tax
                    Deferred Annuity (TDA) plan, the Owner must be retired in
                    order to qualify under b.

       (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 Reserve Value,
              including any current loan(s) outstanding, 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 Owner, the factor is either the single life or
              joint life expectancy based on tables in Section 401(a)(9) of the
              Code or related 


                                       1
<PAGE>

              regulations. If joint life expectancy is elected and the Owner or
              spouse dies, payments will be calculated based on the survivor's
              life expectancy.

                                       2
<PAGE>


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

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

       (5)    Elections and Revocation: ECO may be elected by the Owner by
              submitting a completed and signed election form to Aetna's Home
              Office. If the Contract Owner has notified Aetna that the TDA Plan
              is subject to Title I of the Employee Retirement Income Security
              Act of 1974 as amended, the Owner must also submit the appropriate
              joint and survivor annuity waiver and spousal consent form(s) to
              Aetna at its Home Office.

              Once elected, this option may be revoked by the Owner 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.

       (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 Reserve Value will automatically be
       surrendered and distributed each year.

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

       [bullet]     Specified Amount: Payments of a designated dollar amount
                    which must be no greater than 10% of the initial Reserve
                    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 


                                       4
<PAGE>

                    Owner. The life expectancy factor for this purpose will be
                    the Owner'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 Reserve Value, including any current loan(s)
                    outstanding, 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

       [bullet]     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 Reserve Value
                    as of December 31 of the prior year, including any
                    outstanding loan(s), by the number of payment years
                    remaining.

The life expectancy factor is either the single life or joint life expectancy,
as elected by the Owner, 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 Owner 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 Owner's death will continue in
the manner described above, unless 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 Owner'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 Owner 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 Reserve Value: At its discretion, Aetna may require a
       minimum initial Reserve Value for election of this option. If after
       election of this option the Reserve Value is insufficient to make a
       scheduled SWO payment, Aetna will distribute the entire balance of the
       Individual Account.

(3)    Date of Distribution: The Owner shall specify the initial distribution
       date. The earliest date is the first day of the calendar year in which
       the Owner attains age 70 1/2.

       SWO payments will be made annually. Subsequent distributions will be made
       annually on June 15 or such other date Aetna may designate or allow.

(5)    Elections and Revocation: SWO may be elected by the Owner by submitting a
       completed and signed election form to Aetna's Home Office. If the
       Contract Owner has notified Aetna that the TDA Plan is subject to Title I
       of the Employee 


                                       4
<PAGE>

       Retirement Income Security Act of 1974 as amended, the Owner must also
       submit the appropriate joint and survivor annuity waiver and spousal
       consent form(s) to Aetna at its Home Office.

       Once elected, this option may be revoked by the Owner 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.

(6)    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.

Endorsed and made a part of the Contract on October 15, 1990 or the effective
date of the Contract whichever is later.



                                 /s/ John J. Martin
                                 President
                                 Aetna Life Insurance and Annuity Company


                                       5

<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

The first paragraph of Section 4.01 Choices to be Made is deleted and replaced
by the following:

       An Annuity Option may be elected 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, 4 or 5 (see 4.06). 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 5(e) is chosen and the second
       Annuitant is the spouse of the Annuitant.

       Payment Commencement Date - Generally, the first Annuity payment must be
       made no later than the April 1 of the calendar year following the year in
       which the Contract Holder turns age 70-1/2 or such later date as may be
       allowed under Federal law or regulations. In no event may any payments to
       the Annuitant under an Annuity Option extend beyond:

       (a)    The life of the Annuitant;

       (b)    The lives of the Annuitant and 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 beneficiary according to regulations under Code
              Section 401(a)(9), determined as of the date payments are to
              begin.

       For distributions take in a lump sum, see Surrender Value.

Add the following paragraph to the end of Section 4.06 Annuity Options Option 1
as follows:

       If the beneficiary elects that the full sum paid upon death is to be held
       under this Option, not later than the date the Annuitant would have
       attained age 70-1/2, the beneficiary, if a spouse, must tell Aetna to:


                                       1
<PAGE>

       (a)    Pay any portion of 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 not a spouse, the beneficiary must tell Aetna to
       pay the full sum within 5 years after the death of the Annuitant.

Add the following option to Section 4.06 Annuity Options as subsection 5(e) as
follows:

       (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.

                                    OPTION 5
                           LIFE INCOME FOR TWO PAYEES

                  JOINT AND 1/2 CONTINGENT LIFE INCOME ANNUITY
                                NO MINIMUM PERIOD

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
    Age of
  Annuitant        45        50         55         60        65         70         75        80         85
  ---------        --        --         --         --        --         --         --        --         --
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $3.86     $3.89      $3.93      $3.94     $3.96      $3.97      $3.98     $3.98      $3.98
      50            4.02      4.10       4.15       4.18      4.21       4.23       4.24      4.25       4.26
      55            4.22      4.31       4.42       4.48      4.53       4.57       4.59      4.61       4.61
      60            4.43      4.56       4.70       4.84      4.93       4.99       5.04      5.07       5.09
      65            4.69      4.84       5.02       5.22      5.42       5.54       5.63      5.69       5.73
      70            4.99      5.17       5.39       5.65      5.93       6.23       6.40      6.52       6.60
      75            5.33      5.54       5.82       6.14      6.52       6.95       7.40      7.64       7.81
      80            5.70      5.96       6.29       6.69      7.17       7.75       8.41      9.08       9.45
      85            6.07      6.38       6.75       7.24      7.84       8.59       9.49     10.51      11.50
</TABLE>


                                       2
<PAGE>


         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                             Age of Second Annuitant

<TABLE>
<CAPTION>
    Age of
  Annuitant        45        50         55         60        65         70         75        80         85
  ---------        --        --         --         --        --         --         --        --         --
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.80     $4.83      $4.86      $4.88     $4.89      $4.90      $4.91     $4.92      $4.92
      50            4.95      5.02       5.06       5.10      5.13       5.15       5.16      5.17       5.18
      55            5.14      5.23       5.32       5.38      5.43       5.46       5.49      5.51       5.52
      60            5.36      5.47       5.59       5.72      5.80       5.86       5.91      5.95       5.97
      65            5.63      5.77       5.93       6.10      6.29       6.41       6.50      6.56       6.60
      70            5.96      6.12       6.31       6.54      6.81       7.08       7.25      7.37       7.46
      75            6.35      6.54       6.77       7.06      7.42       7.81       8.25      8.49       8.66
      80            6.79      7.01       7.30       7.66      8.11       8.65       9.28      9.93      10.29
      85            7.26      7.53       7.86       8.29      8.85       9.55      10.41     11.39      12.37
</TABLE>

These Annuity rates are based on mortality from 1983 Table a.

Endorsed and made a part of the Contract effective October 15, 1990 or the
effective date of the Contract whichever is later.



                                 /s/John J. Martin
                                 President
                                 Aetna Life Insurance and Annuity Company


                                       3
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

Add the following new paragraph under the General Provisions, subsection
entitled Assignments or Control of Contract and Individual Accounts as follows:

       Amounts held under this Contract may be assigned or alienated only as
       allowed under Title 29 of the United States Code Annotated (USCA) Section
       1056(d), also known as Section 206(d) of the Employee Retirement Income
       Security Act. Aetna will follow the procedures in USCA Section 1056(d)
       and the regulations thereunder in complying with "qualified domestic
       relations orders."

Add to the Contributions, Valuation and Discontinuance Contributions portion or
the Deposit, Reserve and Surrender Provision portion of the Contract the
following new conditions:

       Designation of Beneficiary: Each Owner shall name a beneficiary. An
       unmarried Owner may designate a beneficiary of his or her entire
       Individual Account if it is accompanied by a consent form which certifies
       that he or she is unmarried.

       For a married Owner, the spouse must be the beneficiary of 50% of his or
       her Individual Account (Qualified Pre-retirement Survivor Annuity,
       "QPSA"). Provided, however, if the Owner has attained age 35, he or she
       may select an alternate beneficiary for the QPSA if the appropriate
       waiver/spousal consent form is submitted to Aetna. For the balance of the
       Individual Account, a married Owner may name any beneficiary without
       obtaining spousal consent.

       Upon the death of a married Owner, Aetna will disregard the beneficiary
       named for the QPSA and treat the current spouse as the beneficiary if the
       current spouse did not consent to the waiver of the QPSA.

       At the discretion of Aetna, a full surrender may be allowed without
       spousal consent if the Reserve Value is $3,500 or less.

       Sum Payable at Death - The Current Value payable under the terms of this
       section will be reduced by the amount of the accrued interest on any
       outstanding loan. Aetna will pay the Current Value to the beneficiary
       when:

       (1)    The Owner dies before Annuity payments start; and

       (2)    The notice of death is received in good order by Aetna

                                       1

<PAGE>

       The sum payable will be the Current Value on the date when the notice is
       received. The beneficiary may choose to apply any sum under an Annuity
       Option (see Annuity Provisions), subject to any other terms and
       conditions of this Contract, or to receive a lump sum payment.

If the beneficiary is the surviving spouse, the first Annuity payment or the
lump sum payment may be deferred to a date not later than when the Owner 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
Owner's death or be paid to the beneficiary within 5 years of the Owner's death
(see Part IV). In no event may payments to any beneficiary under an Annuity
Option extend beyond the life of the beneficiary or any period certain greater
than the beneficiary's life expectancy. If no beneficiary exists, the payment
will be made to the estate of the Owner.

Spousal Consent - If an Owner is married, his or her spouse must consent in
writing in a form acceptable to Aetna to any request for a partial or full
surrender. For an unmarried Owner, a completed spousal consent form must be
submitted with any request for a partial or full surrender certifying that he or
she is unmarried. This consent must be given within the 90 day period before the
partial or full surrender is to be made.

At the discretion of Aetna, a full surrender may be allowed without spousal
consent if the Current Value is $3,500 or less.

Termination/Surrender Restrictions: Limitations apply to full and partial
surrenders of the Restricted Amount from this Contract, as required by Code
Section 403(b)(11). The Restricted Amount is the sum of:

(a)    Net Purchase Payments attributable to Owner salary reduction
       contributions made on and after January 1, 1989; plus

(b)    The net increase, if any, in the Current Value of the Owner's Individual
       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 Owner has reached age 59-1/2;

(b)    The Owner has separated from service;

(c)    The Owner has died;

                                       2
<PAGE>

(d)    The Owner 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 Owner incurs a
       "hardship" as that term is defined in the Code or regulations under
       403(b). However, the amount available for hardship is limited to the
       lesser of the amount necessary to satisfy the need, or the Net Purchase
       Payments attributable to Owner salary reduction contributions made on and
       after January 1, 1989.

       Aetna may require that the Owner certify and/or provide satisfactory
       proof that one of these conditions has been met before a surrender
       request will be considered to be in good order.

       The Owner or beneficiary must notify Aetna in writing when a lump sum
       payment is to be made or Annuity payments are to commence.

       Limitation on Contributions: The contributions made to an Owner's
       Individual 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 contributions 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.

       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 Owner attains age 70-1/2. However, for an Owner who attained
       age 70-1/2 before January 1, 1988, the distribution of such benefits must
       be made or must begin not later than the April 1 of the calendar year
       following the calendar year in which the Owner retires.

       The above does not apply if the Contract Owner is a governmental entity
       or a church. For such an employer, the distribution of benefits accrued
       after December 31, 1986, must be made or must begin not later than the
       April 1 of the calendar year following the calendar year in which the
       Owner 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 Owner (or the joint lives of the Owner and
       beneficiary) or over a period not exceeding the life expectancy of the
       Owner (or the joint fife expectancies of the Owner and the beneficiary).

                                       3
<PAGE>

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

Endorsed and made a part of the Contract effective on October 15, 1990 or the
effective date of the Contract whichever is later.


                              /s/ G. G. Benanav
                              President
                              Aetna Life Insurance and Annuity Company

                                       4
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to allow for the election of a loan as follows:

Add to the DEPOSIT, RESERVE, AND SURRENDER PROVISIONS the following provision:

14.    Loan Value - During the accumulation period, a Participant may request a
       loan from his or her Individual Account by submitting a loan request form
       to Aetna's Home Office. If a Participant is married, his or her spouse
       must consent in writing and in a form acceptable to Aetna before the loan
       will be made. For Tax Deferred Annuity Contracts governed by The Employee
       Retirement Income Security Act Title I (ERISA), the loan request must be
       accompanied by the appropriate waiver and spousal consent form. A loan
       will not be allowed within 12 months from the date of any prior loan. The
       Loan Effective Date will be the date the Home Office receives the loan
       request form and spousal consent, if necessary, in good order. All loans
       subject to the following conditions:

       (a)    The minimum vested Individual Account Reserve value must be
              $2,000. The loan amount must be at least $1,000. The loan amount
              may not exceed the lesser of:

              (a) 50% of the vested Individual Account Reserve value reduced by
                  any outstanding loan balance(s) on the date on which the loan
                  is made; or

              (b) $50,000 reduced by the highest outstanding balance(s) of
                  loans, during the preceding 12 months ending the day before
                  the current loan is made.

       (b)    The values in the Fund(s), Fixed Account, GA Account and GET Fund
              are included in determining the Individual Account Reserve value
              for purposes of paragraph (a). However, only amounts in the
              Fund(s) and Fixed Account are available for making the actual
              loan. If a Participant intends to request a loan in excess of the
              Reserve value of the Fund(s) and the Fixed Account in the
              Individual Account, the excess amount must first be transferred
              from the GA Account, or GET Fund to any other Fund(s) or to the
              Fixed Account. Amounts transferred from the GA Account will be
              subject to the GA Account withdrawal and Market Value Adjustment
              (MVA) provisions. Amounts transferred from the GET Fund prior to
              the maturity date will be at the then applicable GET Fund Unit
              Value.

              Aetna reserves the right to restrict or limit the amount that may
              be loaned from any investment option at any time.

                                       1
<PAGE>

              When a loan is made, the number of accumulation units equal to the
              loan amount will be withdrawn from the Individual Account. The
              amount of the loan to be made will be withdrawn on a pro rata
              basis from the Fixed Account and from each of the Fund(s), except
              GET. Accumulation units withdrawn from an Individual Account to
              provide a loan do not participate in the investment experience of
              the investment options from which they were withdrawn.

       (c)    On the first business day of each calendar month, Aetna will
              determine a Loan Interest Rate. This rate will be equal to Moody's
              Corporate Bond Yield Average-Monthly Average Corporates as
              published by Moody's Investors Service, Inc. for the calendar
              month beginning two months before the date on which the new Loan
              Interest Rate is effective. The Loan Interest Rate for the
              calendar month in which the loan is effective will apply for one
              year from the Loan Effective Date. Annually on the anniversary of
              the Loan Effective Date, the rate will be adjusted to equal the
              Loan Interest Rate determined for the month in which the loan
              anniversary occurs.

       (d)    Principal and interest on loans must be amortized in quarterly
              installments over a 5 year term. If the Loan Interest Rate is
              adjusted, future repayments will be adjusted so that the
              outstanding loan balance is amortized in equal quarterly
              installments over the remaining term. A quarterly processing fee
              equal to .74% of the outstanding loan balance will be deducted
              from each repayment and retained by Aetna. The remainder of each
              repayment will be credited to the Individual Account. Repayment
              amounts credited to the Individual Account will be allocated among
              the same investment options and in the same proportions as amounts
              were withdrawn to make the loan.

       (e)    A bill in the amount of the quarterly repayment due will be mailed
              to the Participant in advance of the repayment due date. The
              repayment due date will be the first business day of the month in
              which the 7th calendar day after the loan effective date falls.
              The repayment will be in default if it is not received by Aetna at
              its Home Office before the end of the month in which the due date
              falls.

       (f)    If a repayment is in default, an amount equal to the repayment
              amount and any applicable deferred sales charge will be deducted
              from the Individual Account as a deemed partial surrender. The
              date of the surrender will be the first business day following the
              last day of the month in which the repayment was due. The
              surrendered amount will automatically be applied to make the
              repayment that is in default and will thereafter be subject to
              (d).

       (g)    If a repayment is received in excess of a billed amount, the
              excess will be applied towards the principal portion of the
              outstanding loan. Repayments 

                                       2
<PAGE>

              received which are less than the billed amount will be returned to
              the Participant; therefore, the repayment will be in default and
              (f) will apply.

       (h)    Prepayment of the entire loan balance will be allowed. At the time
              of prepayment, Aetna will bill the Participant for any accrued
              Loan Interest, which will be applied in accordance with (d). Aetna
              will consider the loan paid when this amount is received.

       (i)    If an Individual Account is surrendered while there is an
              outstanding loan balance, accrued Loan Interest and any applicable
              deferred sales charge will be deducted from the Individual Account
              Reserve value.

       (j)    Upon the election of an Annuity Option or the Participant's death,
              the loan will be canceled resulting in a distribution of the
              outstanding loan balance. Accrued Loan Interest will be deducted
              from the Individual Account Current Value and this interest will
              then be treated as a quarterly repayment under (d).

       (k)    If the Participant's vested Individual Account Reserve value falls
              below an amount equal to 25% of the total loan(s) outstanding,
              Aetna reserves the right to require repayment of all outstanding
              loans.

Endorsed and made a part of the Contract effective


                           /s/ John J. Martin
                           President
                           Aetna Life Insurance and Annuity Company


                                       3
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to delete the previous Guaranteed Accumulation
Account (GA Account) Endorsement and replace it with the following:

Add to the GENERAL DEFINITIONS Section of the Contract the following paragraphs:

       Maturity Date: The last day of a GA Account Term.

       Matured Term Value: The amount payable on a GA Account Term's Maturity
       Date.

       Nonunitized Separate Account: An account set up by Aetna under Tile 38,
       Sec. 38-154a, of the Connecticut General Statutes, which is used to hold
       assets for GA Account Terms greater than three years. The Owner or
       Participant, as applicable, does not participate in the investment gain
       or loss from the assets held in the GA Account.

The Guaranteed Accumulation Account (GA Account) is amended and restated as
follows:

       The GA Account guarantees stipulated rates of interest for stated periods
       of time (see (1) and (3) below). Amounts withdrawn before the end of a
       Guaranteed Term may be subject to a Market Value Adjustment (MVA) (see
       (7) below).

(1)    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.

(2)    Guaranteed Term (Term) - The period of time for which interest rates are
       guaranteed on Net Purchase Payment(s) and on transfers made into a
       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.

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

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

       (b)    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 Owner has the option to allocate Net
       Purchase Payment(s) and 

                                       1
<PAGE>

       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 Owner. At least one Term in the Short Term
       Classification will be available each Deposit Period.

(4)    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 4%.

       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.

(5)    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 (7) below).

       Full and partial surrenders are satisfied by withdrawing amounts from
       each of 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 Owner or Participant, as applicable, 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. Any withdrawal which is a surrender will be subject to the
       Maintenance Fee and Surrender Fee as appropriate. Also, 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 (9) below). Amounts transferred prior to the Maturity Date of a Term
       are subject to an MVA (see (7) 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:

                                       2
<PAGE>

       (a)    A full or partial surrender;

       (b)    A payment of a premium for an Annuity Option; or

       (c)    The Sum Payable at Death provision.

(6)    Maturity Date/Reinvestment - For all GA Account Term(s) existing as of
       the effective date of this endorsement in addition to GA Account Term(s)
       announced subsequent to that date, the Owner 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 a 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
       Owner 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 Date, the Owner or
       Participant, as applicable, will be mailed a confirmation statement. This
       statement will state the Terms and Guaranteed Rates 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 (5)
       and (7). 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 Owner 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 Owner or Participant, as applicable,
       during this period for any Matured Term Value. The Matured Term Value
       plus any interest accrued thereon may be transferred upon such request
       without an MVA:

       (a)    To any other Terms of the GA Account available in the current
              Deposit Period; or

       (b)    To any other allowable Fund(s).

                                       3
<PAGE>

       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.

       If this Contract is issued under a Tax Deferred Annuity Plan (see
       Specifications page) the above notice will be sent to the Participant(s).

(7)    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:

       (a)    A transfer;

       (b)    A full or partial surrender; or

       (c)    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
                    ---
                    365
                 (1+i)
                 ------

                     x
                    ---
                    365
                 (1+j)

       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:

[bullet] 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.

[bullet] 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.

                                       4
<PAGE>

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

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

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

[bullet] 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

[bullet] 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 this provision with 30 days advance written notice
to the Owner or Participant, as applicable. Any such change shall become
effective for Purchase Payment(s), transfers or reinvestments made to any new
Term by any present or future Participant.

(8)    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 Owner 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.

                                       5
<PAGE>

(9)    Before an Annuity Option is elected, all or any portion of the Current
       Value may be transferred from any Fund or GA Account:

       (a)    To any other allowable Fund;

       (b)    To the Fixed Account; or

       (c)    To Terms of the GA Account available in the 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 (see (6)).

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

       Transfers from Terms of the GA Account are subject to the Withdrawal and
       MVA provisions (see (5) and (7)).

       Twelve transfers of Current Value can be made during a calendar year
       period. The Transfer of any portion of the GA Account value at the
       Maturity Date of a Term is not counted for this purpose. Aetna may allow
       additional transfers, but each may be subject to a fee of up to $10.

Endorsed and made a part of this Contract on May 1, 1991 or the effective date
of the Contract whichever is later.




                                    /s/ John J. Martin
                                    President
                                    Aetna Life Insurance and Annuity Company

                                       6
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

The definition of Separate Account under the Definition of Certain Terms or
General Definitions section of the contract is hereby amended to read as
follows:

       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.

Endorsed and made a part of the Contract.



                                          /s/ Edmund F. Kelly
                                          President
                                          Aetna Life Insurance and Annuity

<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract is hereby endorsed.

The term Valuation Period under Definitions is amended to read as 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 Contract.





                          /s/ G. G. Benanav
                          President
                          Aetna Life Insurance and Annuity Company





                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123


                               Herein called Aetna

Agrees to pay benefits as stated in this Contract.






DETAILS OF VARIABLE FEATURES OF THIS CONTRACT ARE IN THE DEPOSIT, RESERVE, AND
SURRENDER PROVISIONS, AND ANNUITY PROVISIONS.

                                 RIGHT TO CANCEL

The Owner may cancel this Contract within 10 days of receiving it, by sending a
written notice to Aetna at the above address or to the agent from whom it was
purchased. Aetna will return all payments made for this Contract within 7 days
after it receives the notice of cancellation and this Contract.

This page, and the following pages, and the application, make up the entire
Contract.

Signed at Hartford, Connecticut on the Effective Date.


/s/ Stephen B. Middlebrook                           /s/ William O. Bailey
         Secretary                                          President

             GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT
                                NON-PARTICIPATING

               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
         ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.



<PAGE>


                                 SPECIFICATIONS



PLAN

OWNER

GROUP CONTRACT NO.

EFFECTIVE DATE



THIS CONTRACT IS DELIVERED IN
AND IS SUBJECT TO THE LAWS OF THAT JURISDICTION



Deduction From Deposit - The amount of the Net Deposit(s) applied will be the
deposit(s) received minus a deduction for premium taxes, if any then deducted
(see Deposit, Reserve, and Surrender Provisions of this Contract).

Deductions From The Separate Account And The Funds - Total deductions equal 1.5%
on an annual basis. Once Annuity payments begin, Aetna must earn a gross return
on the assets of the Separate Account of: (a) 5% on an annual basis if an
assumed net return rate of 3.5% is chosen; or (b) 6.5% on an annual basis if an
assumed net return rate of 5% is chosen; in order that the dollar amount of the
Variable Annuity payments will not decrease.




                                       2
<PAGE>


                                   COVER SHEET

This Contract is a legal contract between the Owner and Aetna.

READ THIS CONTRACT CAREFULLY. This cover sheet is only a brief outline of some
of the important features of this Contract. This cover sheet is not the
insurance contract. Only the actual terms of this Contract will control. 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.

                                TABLE OF CONTENTS
                               GENERAL DEFINITIONS

                                                                           Page

1.   Participant..............................................................5
2.   Annuitant................................................................5
3.   Annuity..................................................................5
4.   Fixed Annuity............................................................5
5.   Variable Annuity.........................................................5
6.   General Account..........................................................5
7.   Separate Accounts........................................................5
8.   Fund(s)..................................................................5
9.   Valuation Period.........................................................5

                               GENERAL PROVISIONS

1.   Contract.................................................................6
2.   Incontestability.........................................................6
3.   Control of Contract and Individual Accounts..............................6
4.   Change of Contract by Aetna..............................................6
5.   Individual Certificates..................................................6
6.   Designation of Beneficiary...............................................7
7.   Misstatements and Adjustments............................................7
8.   State Laws...............................................................7
9.   Grace Period.............................................................7
10.  Non-Participating Contract...............................................7

                   DEPOSIT, RESERVE, AND SURRENDER PROVISIONS

1.   Net Deposit..............................................................7
2.   Individual Accounts......................................................7
3.   Guaranteed Interest Rate - General Account...............................8
4.   Record Units - Separate Account..........................................8
5.   Investment Increment Factors - Separate Account..........................8
6.   Record Unit Value - Separate Account.....................................9
7.   Individual Account Reserve...............................................9
8.   Active Life Fund.........................................................9
9.   Experience Credits.......................................................9


                                       3
<PAGE>

10.  Transfer of Individual Account Reserves.................................10
11.  Notice to the Owner.....................................................10
12.  Sum Payable at Death (Before Annuity Payments Start)....................10
13.  Surrender Value.........................................................10

                               ANNUITY PROVISIONS

1.   Choices to be Made......................................................12
2.   Fund(s) Annuity Units - Separate Account................................12
3.   Fund(s) Annuity Unit Value - Separate Account...........................12
4.   Annuity Options.........................................................13




                                       4
<PAGE>


                               GENERAL DEFINITIONS

1.     PARTICIPANT - A person for whom benefits are being provided under this
       Contract.

2.     ANNUITANT - A Participant or beneficiary on whose life an Annuity has
       been effected under this Contract.

3.     ANNUITY - Payment of an income:
 .      (a)    for the life of one or two people;
       (b)    for a stated period;
       (c)    for some mix of (a) and (b); or
       (d)    until there are no funds left.

4.     FIXED ANNUITY - An Annuity of a fixed dollar amount paid from the General
       Account.

5.     VARIABLE ANNUITY - An Annuity of a varying dollar amount paid from the
       Separate Account.

6.     GENERAL ACCOUNT - The Account which holds the assets of Aetna, other than
       those assets of Aetna in the Separate Accounts. Reserves for a Fixed
       Annuity are held in the General Account.

7.     SEPARATE ACCOUNTS - Accounts set up by Aetna under the Connecticut
       Insurance Laws. Assets for this class of variable contracts are set apart
       from other assets of Aetna. Reserves for a Variable Annuity are held in a
       Separate Account and invested in shares of Fund(s).

8.     FUND(S) - The open-end management investment companies (mutual funds)
       registered under the Investment Company Act of 1940. They are;

       (a)    Aetna Variable Fund, Inc. (Variable Fund);

       (b)    Aetna Variable Encore Fund, Inc. (Encore Fund);

       (c)    Aetna Income Shares, Inc. (Income Fund); and

       (d)    Other funds (if any) which Aetna may allow.

9.     VALUATION PERIOD - The period of time from the end of one business day to
       the end of the next business day.




                                       5
<PAGE>


                               GENERAL PROVISIONS

1.     Contract

       This Contract may be changed only by an officer of Aetna. Any change must
       be made in writing. Any choices under this Contract by the Owner,
       Annuitant or beneficiary must be in writing. Until receipt of such
       choices in the Home Office of Aetna, Aetna may rely on any previous
       choices made.

       Aetna will make Annuity payments as and when due. Any other payments will
       be made by Aetna within 7 days of receipt of the written claim for
       payment, except as otherwise provided in the Surrender Value provision.

2.     Incontestability

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

3.     Control of Contract and Individual Accounts

       Each Participant shall be entitled to all amounts held in his Individual
       Account. Each Participant shall be entitled to make any choices allowed
       by this Contract with respect to Individual Accounts. All other rights in
       the contract shall rest with the Owner. This Contract, and any Individual
       Accounts, shall not be subject to the claims of any creditors.

4.     Change of Contract by Aetna

       Aetna may change any of the terms of this Contract. Aetna will notify the
       Owner in writing 30 days before the effective date of any such change.
       Any such change will not affect the amount or terms of any Annuity which
       began prior to such change. Changes that affect the following provisions
       of this Contract: (a) Annuity Options; (b) Net Deposit; (c) Guaranteed
       Interest Rate; (d) Individual Account Reserve; and (e) Surrender Value;
       will only apply to deposits made on behalf of Participants who become
       covered under this Contract on or after the effective date of such
       change. If the Owner fails to agree to any such change, no new
       Participants may be covered under this Contract. This Contract is subject
       to change as required by federal or state law.

5.     Individual Certificates

       Aetna shall issue certificates for each Participant as required by the
       state in which this Contract is delivered. The certificate will contain a
       summary of the benefits provided by this Contract. Certificates are not a
       part of this Contract.




                                       6
<PAGE>


6.     Designation of Beneficiary

       The beneficiary for each Participant shall be as named, or later changed,
       by the Owner. If no beneficiary is living at the death of the
       Participant, payment of any amount due will be made to the Owner.

7.     Misstatements and Adjustments

       If the age or sex of any payee is found to be misstated, the correct
       facts will be used to adjust payments.

8.     State Laws

       This Contract follows 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.

9.     Grace Period

       This Contract will remain in effect even if deposits are not continued.

10.    Non-Participating Contract

       The Owner will have no right to share in the earnings of Aetna.

                   DEPOSIT, RESERVE, AND SURRENDER PROVISIONS

1.     Net Deposit

       The Net Deposit is the actual deposit minus a charge to pay premium
       taxes, if any. As a rule, Aetna will take this charge out of an
       Individual Account Reserve (see below) when annuity payments are to
       start. But, if Aetna determines that it must pay any imposed premium tax
       at any other time, it may take out the charge at any time.

2.     Individual Accounts

       Aetna will maintain Individual Accounts for each Participant. On the
       basis of information supplied by the Owner, Aetna will credit the Net
       Deposit(s) to such Accounts in either:

       (a)    the General Account;

       (b)    the Separate Account where they are invested in Fund(s) as
              directed by the Owner; or

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

3.     Guaranteed Interest Rate - General Account



                                       7
<PAGE>

       On Net Deposit(s) made to the General Account, Aetna will add interest
       daily at an annual rate no less than:

       (a)    4% except under the Annuity Provisions; and

       (b)    3.5% under the Annuity Provisions.

       Aetna may add interest daily at any higher rate.

4.     Record Units - Separate Account

       The portion of the Net Deposit applied to the Separate Account Fund(s)
       will determine the number of Record Units. This number is equal to the
       Net Deposit(s) divided by the Record Unit Value (see below) for the
       Valuation Period when the Net Deposit is received.

5.     Investment Increment Factors - Separate Account

       Investment Increment Factors are those items used to determine a Fund's
       net return factor for each Valuation Period. The net return factor(s) are
       then used to compute all Separate Account values and payments.

       The gross return is equal to:

       (a)    investment income; plus

       (b)    realized and unrealized capital gains; minus

       (c)    realized and unrealized capital losses; minus

       (d)    certain investment expenses; and minus

       (e)    a daily charge at an annual rate of .25% for investment management
              expense and profit.

       The gross return is divided by the net assets of the Fund at the start of
       the Valuation Period to compute the gross return rate. A gross return
       rate may be more or less than 0. The net return rate is equal to:

       (a)    the gross return rate; plus or minus

       (b)    taxes (or charges to a tax reserve) on the Separate Account; and
              minus

       (c)    a daily charge at an annual rate of 1.25% for annuity mortality
              and expense risks and profit.

                                       8
<PAGE>

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

       The net return factor for each Fund is equal to the net return rate plus
       1.000000.

6.     Record Unit Value - Separate Account

       The Record Unit Value for each Separate Account Fund is computed by
       multiplying the net return factor for the current Valuation Period by the
       Record Unit Value for the previous Period. The dollar value of Record
       Units, Separate Account Reserves, and Variable Annuity payments may go up
       or down due to investment gain or loss.

7.     Individual Account Reserve

       The Individual Account Reserve for each Participant is equal to:

       (a)    Net Deposit(s) credited to the General Account (if any); plus

       (b)    General Account interest added by Aetna; plus

       (c)    the value of Separate Account Record Units (if any); plus

       (d)    any amount due to Experience Credits (see below); and minus

       (e)    a charge of $15 on each anniversary of each Individual Account
              effective date; and minus

       (f)    any amounts previously surrendered.

8.     Active Life Fund

       The Active Life Fund is equal to the combined Reserves of all Individual
       Accounts, except those Accounts applied to the payment of Annuities.

9.     Experience Credits

       Aetna may apply Experience Credits to Individual Accounts in the Active
       Life Fund under this Contract. Any such credit will be computed as
       decided by Aetna.

10.    Transfer of Individual Account Reserves

       The Owner may transfer any portion of the Individual Account Reserves
       from any Fund to any other Fund or to the General Account. Reserves
       cannot be transferred from the General Account to any of the Funds. A
       transfer of Reserves cannot be made within 90 days of a previous
       transfer.

                                       9
<PAGE>

11.    Notice to the Owner

       Aetna will notify the Owner each year of:

       (a)    the investments held in the Fund(s) for the Separate Account; and

       (b)    the number of record units; or

       (c)    the number of annuity units; and

       (d)    the value of a unit.

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

12.    Sum Payable at Death (Before Annuity Payments Start)

       Aetna will pay to the beneficiary the Individual Account Reserve if:

       (a)    the participant dies before Annuity payments start; and

       (b)    the notice of death is received by Aetna.

       The sum paid will be the Reserve on the date when the notice is received.
       The beneficiary may choose to apply any sum under Annuity Options (see
       Annuity Provisions).

13.    Surrender Value

       The amount paid by Aetna upon the surrender of all or any portion of the
       Active Life Fund or Individual Account(s) shall be reduced by a surrender
       fee. The surrender fee will be a percentage of the amount surrendered and
       will vary according to the number of Deposit Cycles completed for the
       Individual Account(s) being surrendered. The number of deposits to be
       made in a year is chosen by the Owner. A Deposit Cycle is completed when
       this number of deposits has been made. For each surrender from an
       Individual Account, the Fee will be as follows:

          Number of Deposit Cycles Completed                          Fee
          Less than 5                                                 5%
          5 or more but less than 7                                   4%
          7 or more but less than 9                                   3%
          9 or more but less than 19                                  2%
          19 or more                                                  0%

                                       10
<PAGE>

       In no event, however, will the Fee on a total surrender of an Individual
       Account exceed 9% of the actual deposit(s) made to that Account.

       If the Active Life Fund invested in the General Account exceeds $500,000,
       Aetna reserves the right to pay out any surrender in equal installments
       over a period not to exceed 60 months.

       Under certain emergency conditions, Aetna has the right to defer payment
       of any surrender value as provided by federal or state law.




                                       11
<PAGE>


                               ANNUITY PROVISIONS

1.     Choices to be Made

       The Owner may tell Aetna to pay the Individual Account Reserve (minus any
       charges for premium taxes) as a premium for an Annuity under Options 2,
       3, 4, and 5 (see below). The first Annuity payment must generally be made
       no later than the first day of the month following the Annuitant's 75th
       birthday. The Owner may tell Aetna to make the first Annuity payment on
       the first day of any prior month.

       When any option is chosen, the Owner or beneficiary choosing the option
       must tell Aetna if payments are to be made other than monthly. They must
       also tell Aetna to pay:

       (a)    a Fixed Annuity;

       (b)    a Variable Annuity using Variable Fund;

       (c)    a Variable Annuity using Income Fund; or

       (d)    any mix of these.

       When choosing a Variable Annuity, an assumed net return rate of 5% per
       year may be chosen. If not chosen, Aetna will use an assumed net return
       rate of 3.5% per year.

2.     Fund(s) Annuity Units - Separate Account

       The amount of the first Variable Annuity payment will be equal to:

       (a)    the portion of the Individual Account Reserve (minus any charges
              for premium taxes) to be used to pay a Variable Annuity using the
              Fund(s); times

       (b)    the rate for each $1,000 for the Option chosen.

       Such amount, or portion, of the payment using a Fund will be divided by
       the Fund(s) Annuity Unit Value (see below) on the due date of the first
       payment to determine the number of the Fund(s) Annuity Units.

       Such number of the Fund(s) Annuity Units remains fixed. Each future
       payment is equal to such number times the Fund(s) Annuity Unit Value on
       the due date of each payment.

3.     Fund(s) Annuity Unit Value - Separate Account

       For any Valuation Period the Fund(s) Annuity Unit Value is equal to:

       (a)    the Value for the next previous Period; times

                                       12
<PAGE>

       (b)    the net return factor(s) (see Investment Increment Factors -
              Separate Account provisions) for the tenth previous Period; times

       (c)    a factor to reflect the assumed net return rate.

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

       The dollar amount of Annuity Units, values, and payments may go up or
       down due to investment gain or loss.

       Payments shall not be changed due to mortality or expense results.

4.     Annuity Options

       Option 1 - Payment of Interest on Sum Left With Aetna - This option may
       be used only by the beneficiary when the death of the Participant is
       before Aetna has started paying an Annuity. A portion or all of the sum
       due may be held in the General Account of Aetna at interest (see
       Guaranteed Interest Rate - General Account provision). 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 under any of the
              Annuity Options below.

       Option 2 - Payments of a Stated Dollar Amount - An Annuity of a chosen
       amount will be paid until there are no funds left. The payments to be
       made in a year must be no less than $60 for each $1,000 applied to this
       Option, but cannot exceed an amount which would deplete the funds in less
       than 3 years.

       Where there is a right under Federal Securities Law to forgo future
       payments and receive the present value of the Annuity under this Option
       in a lump sum, the exercise of that right within a 3 year period after
       the start of payments shall be treated as a surrender (see Surrender
       Value under Deposit, Reserve and Surrender Provisions).

       Option 3 - Payments for a Stated Period of Time - An Annuity will be paid
       for the number of years chosen. The number of years must be no less than
       3 and no more than 30.

       Where there is a right under Federal Securities Law to forgo future
       payments and receive the present value of the Annuity under this Option
       in a lump sum, the exercise of that right within a 3 year period after
       the start of payments shall be treated as a surrender (see Surrender
       Value under Deposit, Reserve and Surrender Provisions).



                                       13
<PAGE>


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

                          PAYMENTS FOR A STATED PERIOD

<TABLE>
<CAPTION>
     Years                                    Years                                   Years
    of Pay-             Amount of            of Pay-            Amount of             of Pay-             Amount of
     ments              Payments              ments             Payments               ments              Payments
     -----              --------              -----             --------               -----              --------
<S>                      <C>                   <C>                 <C>                  <C>                <C>  
       3                 $29.19                13                  $7.94                22                 $5.39
       4                  22.27                14                   7.49                23                  5.24
       5                  18.12                15                   7.10                24                  5.09
       6                  15.35                16                   6.76                25                  4.96
       7                  13.38                17                   6.47                26                  4.84
       8                  11.90                18                   6.20                27                  4.73
       9                  10.75                19                   5.97                28                  4.63
      10                   9.83                20                   5.75                29                  4.53
      11                   9.09                21                   5.56                30                  4.45
      12                   8.46
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                          PAYMENTS FOR A STATED PERIOD

<TABLE>
<CAPTION>
     Years                                    Years                                   Years
    of Pay-             Amount of            of Pay-            Amount of             of Pay-             Amount of
     ments              Payments              ments             Payments               ments              Payments
     -----              --------              -----             --------               -----              --------
<S>                      <C>                   <C>                 <C>                  <C>                <C>  
       3                 $29.80                13                 $8.64                 22                 $6.17
       4                  22.89                14                  8.20                 23                  6.02
       5                  18.74                15                  7.82                 24                  5.88
       6                  15.99                16                  7.49                 25                  5.76
       7                  14.02                17                  7.20                 26                  5.65
       8                  12.56                18                  6.94                 27                  5.54
       9                  11.42                19                  6.71                 28                  5.45
      10                  10.51                20                  6.51                 29                  5.36
      11                   9.77                21                  6.33                 30                  5.28
      12                   9.16
</TABLE>




                                       14
<PAGE>


Option 4 - Life Income - An Annuity will be paid for life. Payments may be made
for a minimum stated period, if chosen, of 60, 120, 180 or 240 months. If the
Annuitant dies before the end of such stated period, payments will be made to
the beneficiary for the rest of the stated period.

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

<TABLE>
<CAPTION>
                                       LIFE INCOME WITH
             Age of                          Payments Guaranteed for a Stated Period of Months:
           Annuitant                  None            60             120            180            240
      Male            Female
      ----            ------          ----            --             ---            ---            ---
<S>                     <C>           <C>            <C>            <C>            <C>            <C>  
       50               55            $4.98          $4.96          $4.89          $4.77          $4.62
       51               56             5.08           5.05           4.98           4.85           4.68
       52               57             5.18           5.16           5.07           4.93           4.74
       53               58             5.30           5.26           5.17           5.01           4.80
       54               59             5.41           5.38           5.27           5.09           4.86

       55               60             5.54           5.49           5.37           5.17           4.92
       56               61             5.67           5.62           5.48           5.26           4.98
       57               62             5.80           5.75           5.59           5.35           5.04
       58               63             5.95           5.89           5.71           5.44           5.10
       59               64             6.10           6.03           5.83           5.53           5.16

       60               65             6.27           6.19           5.96           5.62           5.22
       61               66             6.44           6.35           6.09           5.72           5.27
       62               67             6.63           6.52           6.23           5.81           5.33
       63               68             6.82           6.71           6.38           5.91           5.38
       64               69             7.04           6.90           6.53           6.00           5.43

       65               70             7.26           7.11           6.68           6.10           5.47
       66               71             7.50           7.33           6.84           6.19           5.52
       67               72             7.76           7.56           7.01           6.28           5.55
       68               73             8.04           7.80           7.18           6.37           5.59
       69               74             8.34           8.07           7.35           6.46           5.62

       70               75             8.67           8.34           7.52           6.54           5.65
       71                              9.01           8.63           7.70           6.62           5.67
       72                              9.39           8.94           7.88           6.69           5.69
       73                              9.79           9.26           8.05           6.76           5.71
       74                             10.22           9.61           8.22           6.81           5.72
       75                             10.69           9.96           8.39           6.87           5.73
</TABLE>

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.



                                       15
<PAGE>


                 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%

<TABLE>
<CAPTION>
                                       LIFE INCOME WITH
             Age of                          Payments Guaranteed for a Stated Period of Months:
           Annuitant                  None            60             120            180            240
      Male            Female
      ----            ------          ----            --             ---            ---            ---
<S>                     <C>           <C>            <C>            <C>            <C>            <C>  
       50               55            $5.89          $5.86          $5.78          $5.65           5.48
       51               56             5.99           5.96           5.86           5.71           5.53
       52               57             6.09           6.06           5.95           5.79           5.59
       53               58             6.20           6.16           6.04           5.86           5.64
       54               59             6.32           6.27           6.14           5.94           5.70

       55               60             6.44           6.39           6.24           6.02           5.75
       56               61             6.57           6.51           6.34           6.10           5.80
       57               62             6.71           6.64           6.45           6.18           5.86
       58               63             6.85           6.77           6.56           6.26           5.91
       59               64             7.00           6.92           6.68           6.35           5.97

       60               65             7.16           7.07           6.80           6.43           6.02
       61               66             7.34           7.23           6.93           6.52           6.07
       62               67             7.52           7.40           7.06           6.61           6.12
       63               68             7.72           7.58           7.20           6.70           6.17
       64               69             7.93           7.77           7.35           6.79           6.21

       65               70             8.16           7.97           7.50           6.88           6.25
       66               71             8.40           8.19           7.65           6.97           6.29
       67               72             8.66           8.42           7.81           7.05           6.33
       68               73             8.94           8.66           7.97           7.14           6.36
       69               74             9.24           8.92           8.13           7.22           6.39

       70               75             9.56           9.19           8.30           7.29           6.41
       71                              9.91           9.48           8.47           7.36           6.43
       72                             10.29           9.78           8.64           7.43           6.45
       73                             10.69          10.10           8.80           7.49           6.47
       74                             11.13          10.43           8.97           7.55           6.48
       75                             11.60          10.79           9.13           7.60           6.49
</TABLE>


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.


                                       16
<PAGE>

Option 5 - 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.




                                       17
<PAGE>


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

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>            <C>              <C>             <C>             <C>  
    50           55            $4.10           $4.27          $4.43          $4.57            $4.69           $4.79           $4.86
    55           60             4.21            4.43           4.65           4.86             5.04            5.20            5.32
    60           65             4.30            4.57           4.86           5.15             5.43            5.68            5.88
    65           70             4.38            4.69           5.04           5.43             5.83            6.21            6.56
    70           75             4.44            4.79           5.20           5.68             6.21            6.78            7.33
    75           80             4.48            4.86           5.32           5.88             6.56            7.33            8.16
    80           85              --             4.91           5.41           6.03             6.82            7.80            8.95
</TABLE>


         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>            <C>              <C>             <C>             <C>  
    50           55            $5.00           $5.16          $5.31           $5.44          $5.57            $5.67            $5.75
    55           60             5.11            5.31           5.51            5.71           5.90             6.06             6.19
    60           65             5.20            5.44           5.71            5.99           6.26             6.52             6.73
    65           70             5.28            5.57           5.90            6.26           6.65             7.04             7.38
    70           75             5.34            5.67           6.06            6.52           7.04             7.59             8.14
    75           80             5.38            5.75           6.19            6.73           7.38             8.14             8.96
    80           85              --             5.81           6.29            6.90           7.66             8.62             9.76
</TABLE>

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.



                                       18
<PAGE>

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

                         JOINT AND LAST SURVIVOR ANNUITY
                             66 2/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>            <C>              <C>             <C>             <C>  
    50           55            $4.51           $4.72         $4.94            $5.18          $5.44            $5.71           $6.00
    55           60             4.70            4.94          5.20             5.49           5.81             6.14            6.49
    60           65             4.90            5.18          5.49             5.84           6.23             6.65            7.09
    65           70             5.11            5.44          5.81             6.23           6.71             7.25            7.82
    70           75             5.34            5.71          6.14             6.65           7.25             7.93            8.69
    75           80             5.58            6.00          6.49             7.09           7.82             8.69            9.69
    80           85              --             6.28          6.84             7.53           8.39             9.47           10.77
</TABLE>

Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                             66 2/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>            <C>              <C>             <C>             <C>  
    50           55            $5.43           $5.62         $5.84            $6.08          $6.36            $6.65           $6.98
    55           60             5.62            5.84          6.10             6.38           6.70             7.06            7.44
    60           65             5.82            6.08          6.38             6.72           7.11             7.54            8.01
    65           70             6.06            6.36          6.70             7.11           7.58             8.12            8.71
    70           75             6.31            6.65          7.06             7.54           8.12             8.80            9.56
    75           80             6.59            6.98          7.44             8.01           8.71             9.56           10.56
    80           85              --             7.31          7.84             8.49           9.33            10.38           11.66
</TABLE>

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.



                                       19
<PAGE>


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

                         JOINT AND LAST SURVIVOR ANNUITY
                               50% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>             <C>            <C>             <C>            <C>            <C>              <C>             <C>             <C>  
   50           55             $4.75           $4.98         $5.24            $5.55          $5.91           $ 6.32          $ 6.79
   55           60              4.99            5.24          5.54             5.88           6.28             6.76            7.30
   60           65              5.26            5.55          5.88             6.27           6.73             7.27            7.90
   65           70              5.59            5.91          6.28             6.73           7.26             7.90            8.65
   70           75              5.96            6.32          6.76             7.27           7.90             8.67            9.57
   75           80              6.37            6.79          7.30             7.90           8.65             9.57           10.69
   80           85               --             7.30          7.88             8.59           9.49            10.61           12.00
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                               50% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>            <C>              <C>             <C>             <C>  
    50           55            $5.67           $5.89         $6.15            $6.47          $6.84           $7.29            $7.81
    55           60             5.91            6.15          6.44             6.78           7.20            7.70             8.28
    60           65             6.20            6.47          6.78             7.16           7.63            8.19             8.86
    65           70             6.54            6.84          7.20             7.63           8.16            8.80             9.58
    70           75             6.95            7.29          7.70             8.19           8.80            9.56            10.48
    75           80             7.42            7.81          8.28             8.86           9.58           10.48            11.60
    80           85              --             8.39          8.94             9.61          10.46           11.56            12.92
</TABLE>

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.




                                       20
<PAGE>


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

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                            120 MONTHS MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>            <C>              <C>             <C>             <C>  
    50           55            $4.10           $4.27         $4.42            $4.56          $4.68            $4.77           $4.83
    55           60             4.21            4.42          4.64             4.84           5.02             5.16            5.26
    60           65             4.30            4.56          4.84             5.12           5.38             5.61            5.78
    65           70             4.37            4.68          5.02             5.38           5.76             6.10            6.37
    70           75             4.42            4.77          5.16             5.61           6.10             6.58            7.00
    75           80             4.46            4.83          5.26             5.78           6.37             7.00            7.58
    80           85             -               4.86          5.33             5.88           6.55             7.29            8.02
</TABLE>

Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                            120 MONTHS MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>            <C>              <C>             <C>             <C>  
    50           55            $5.00           $5.15          $5.30           $5.43          $5.55            $5.64           $5.71
    55           60             5.10            5.30           5.50            5.69           5.87             6.01            6.12
    60           65             5.19            5.43           5.69            5.96           6.21             6.44            6.61
    65           70             5.27            5.55           5.87            6.21           6.57             6.90            7.17
    70           75             5.32            5.64           6.01            6.44           6.90             7.37            7.78
    75           80             5.36            5.71           6.12            6.61           7.17             7.78            8.34
    80           85             -               5.75           6.19            6.72           7.35             8.06            8.76
</TABLE>

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.

5.     Special Terms Under Annuity Options

                                       21
<PAGE>

       (a)    When payments start, the age of the Annuitant plus the number of
              years for which payments are guaranteed must not exceed 95.

       (b)    The present value of the payments to the Annuitant when payments
              start shall be more than 50% of the present value of the payments
              to be made to all payees; this restriction does not apply if
              Option 5 is chosen and the second Annuitant is the spouse of the
              Annuitant.

6.     Other Terms of Annuity Options

       No choice of any Annuity Option may be made if the first payment would be
       less than $20 or if the total payments in a year would be less than $100.

       Age, where used in the above tables, means age nearest birthday on the
       date of the first payment. The tables for Options 4 and 5 use the Annuity
       table for 1949 with:

       (a)    a 1 year age reduction for males; and

       (b)    a 6 year age reduction for females.

       If Fixed Annuity Options 3, 4, or 5 are chosen and Aetna's current
       applicable rates at that time are larger than the rates above, the larger
       payment will be made.

7.     Death of Annuitant/Beneficiary

       When an Annuitant dies while payments are being made under an Annuity
       Option, payments will be continued to the beneficiary as provided by the
       option. If no beneficiary is living, the present value of any remaining
       payments will be paid in one sum to the estate of the Annuitant. The
       present value will assume the same interest rate that was used when the
       first payment was made.

       When a beneficiary dies while a sum is held at interest, the amount held
       will be paid in one sum to the estate of the beneficiary. When a
       beneficiary dies while payments are being made under an Annuity Option,
       the present value of any remaining payments will be paid in one sum to
       the estate of the beneficiary. The present value will assume the same
       interest rate that was used when the first payment was made.



                                       22
<PAGE>



[Aetna Logo]        Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123



             GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT
                                NON-PARTICIPATING

               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
         ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.






<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

The first paragraph of the Surrender Value provision of the Deposit, Reserve,
and Surrender Provisions shall be changed to read as follows:

The amount paid by Aetna upon the surrender of all or any portion of the Active
Life Fund or the Individual Account(s) shall be reduced by a surrender fee. The
surrender fee will be a percentage of the amount surrendered and will vary
according to the number of Deposit Cycles completed for the Individual
Account(s) being surrendered. The number and amount of deposits to be made in a
year is chosen by the Owner. A Deposit Cycle is completed when this number or
amount of deposits has been made. The number of completed Deposit Cycles may not
be greater than the number of whole years since the date the Individual Account
was established. For each surrender from an Individual Account, the fee will be
as follows:

                  Number of Deposit Cycles Completed                   Fee

                         Less than 5                                   5%
                         5 or more but less than 7                     4%
                         7 or more but less than 9                     3%
                         9 or more                                     2%

The last two paragraphs of the Surrender Value provision of the Deposit,
Reserve, and Surrender Provisions shall be changed to read as follows:

When the Active Life Fund held in the General Account exceeds $500,000 and the
Owner chooses to surrender:

(a)    the total Active Life Fund; or

(b)    any Individual Accounts within a 12 month period having value in excess
       of 20% of the value of the total Active Life Fund;

Aetna reserves the right to pay out such surrenders in equal installments over a
period not to exceed 60 months.

Under certain emergency conditions, Aetna has the right to defer payment of any
surrender value:

(a) for a period of 6 months as provided by state law; and

(b) as provided by federal law.


<PAGE>

The last sentence of the Other Terms of Annuity Options provision of the Annuity
Provisions shall be changed to read as follows:

If Annuity Options 3, 4, or 5 are chosen and a larger payment would result from
applying the Surrender Value to a current Aetna single premium immediate
annuity, Aetna will make the larger payment.

Endorsed and made a part of this Contract on the Effective Date of this
Contract.

                                                          /s/ William O. Bailey
                                                          President


                                       2
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

The first paragraph of the Surrender Value provision of the Deposit, Reserve,
and Surrender Provisions shall be changed to read as follows:

The amount paid by Aetna upon the surrender of all or any portion of the Active
Life Fund or the Individual Account(s) shall be reduced by a surrender fee. The
surrender fee will be a percentage of the amount surrendered and will vary
according to the number of Deposit Cycles completed for the Individual
Account(s) being surrendered. The number and amount of deposits to be made in a
year is chosen by the Owner. A deposit Cycle is completed when this number or
amount of deposits has been made. The number of completed Deposit Cycles may not
be greater than the number of whole years since the date the Individual Account
was established. For each surrender from an Individual Account, the fee will be
as follows:

                  Number of Deposit Cycles Completed                   Fee

                         Less than 5                                   5%
                         5 or more but less than 7                     4%
                         7 or more but less than 9                     3%
                         9 or more but less than 19                    2%
                         19 or more                                    0%

The last two paragraphs of the Surrender Value provision of the Deposit,
Reserve, and Surrender Provisions shall be changed to read as follows:

When the Active Life Fund held in the General Account exceeds $500,000 and the
Owner chooses to surrender:

(a)    the total Active Life Fund; or

(b)    any Individual Accounts within a 12 month period having value in excess
       of 20% of the value of the total Active Life Fund;

Aetna reserves the right to pay out such surrenders in equal installments over a
period not to exceed 60 months.

Under certain emergency conditions, Aetna has the right to defer payment of any
surrender value:

(a)    for a period of 6 months as provided by state law; and

(b)    as provided by federal law.

<PAGE>

The last sentence of the Other Terms of Annuity Options provision of the Annuity
Provisions shall be changed to read as follows:

If Annuity Options 3, 4, or 5 are chosen and a larger payment would result from
applying the Surrender Value to a current Aetna single premium immediate
annuity, Aetna will make the larger payment.

Endorsed and made a part of this Contract on the Effective Date of this
Contract.

                                                          /s/ William O. Bailey
                                                          President

                                       2
<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract/Certificate is hereby endorsed to revise the Deposit, Reserve, and
Surrender Provisions as follows:

Add to the Individual Account Reserve provision the following:

Any portion of the above annual charge, which is indicated to reduce the
Individual Account Reserve in the General Account, will be deducted from and not
exceed the sum of:

(a)    interest in excess of 4% added by Aetna in accord with (b) above in the
       year prior to the due date of the annual charge; and

(b)    Net Deposits credited by Aetna to the General Account in the year prior
       to the due date of the annual charge.

Aetna may pay in a lump sum any Individual Account Reserve when a Net Deposit in
accord with this provision has not been credited for 3 full years and the
Individual Account Reserve is less than $2,000.

Add to the Surrender Value provision the following:

The Values in the Table following only apply to Annual Deposits of exactly
$1,000 credited by Aetna to the General Account. Values would be different for
other modes of Deposits, Deposits in an amount other than $1,000, Deposits not
made when due, prior partial surrenders, or if Aetna adds interest at a rate
greater than the Guaranteed Interest Rate.

The Paid-up Annuity Benefit assumes that no Deposits are credited after the end
of a contract year and that the Individual Account Reserve accumulated at the
Guaranteed Interest Rate at age 65 is applied to Option 4 with a stated period
of 120 months.

The Surrender Value assumes that a Deposit of exactly $1,000 is credited by
Aetna and applied at the Guaranteed Interest Rate in the General Account at the
beginning of the first contract year and each contract year thereafter. The
charge referred to in the Individual Account Reserve provision is deducted. The
applicable surrender fees in this provision are deducted.

The Table on the following page(s) is as fully a part of this Endorsement as if
included on this page before the signature below.

Endorsed and made a part of this Contract or Certificate to which it was
attached when initially issued.

                                                         /s/ William O. Bailey
                                                         President


<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract or Certificate is hereby endorsed as follows:

Payments under any life Annuity Option in this Contract or Certificate; which is
elected on or after the effective date of this endorsement, will be determined
without regard to the sex of the Annuitant(s). Any such payments will be based
solely on the age of the Annuitant(s) (as determined by the Contract or
Certificate); using the most favorable rate for that age under the benefit
elected.

If a larger payment would result by a female Annuitant using the rates shown in
the Contract or Certificate for a male, the larger payment will be made.

This endorsement was approved by the New York Insurance Department under an
accelerated procedure to assist employers in complying with the United States
Supreme Court decision in Arizona vs. Norris. The Department has reserved the
right to require changes in this endorsement to comply with applicable New York
law and regulations.

Endorsed and made a part of the Contract or Certificate effective August 1,
1983.




                                                     /s/ William O. Bailey
                                                     President


<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract or Certificate is endorsed to add at the end of the Surrender
Value provision the following:

The surrender fee of 2% is not deducted for a surrender from the Reserve, or
from a Participant's Individual Account, when:

(a)    no less than 9 deposit cycles have been completed for the Annuitant, or
       the said Participant; and

(b)    the Annuitant or the said Participant is no less than age 59 1/2.

Endorsed and made a part of this Contract or Certificate on:

(a)    the Date of Issue (Effective Date) of the Contract; or

(b)    the effective date of coverage under the Group Contract of the
       Participant named in the Certificate.

                                                         /s/ William O. Bailey
                                                         President


<PAGE>



                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123

             GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT
                                NON-PARTICIPATING
               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
          ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT



<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

The definition of Separate Account under the Definition of Certain Terms or
General Definitions section of the contract is hereby amended to read as
follows:

       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.

Endorsed and made a part of the Contract.



                                              /s/ Edmund F. Kelly
                                              President
                                              Aetna Life Insurance and Annuity

<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract is hereby endorsed.

The term Valuation Period under Definitions is amended to read as 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 Contract.





                                      /s/ G. G. Benanav
                                      President
                                      Aetna Life Insurance and Annuity Company


<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

Add the following conditions to the Contributions, Valuation and Discontinuance
Contributions or the Deposit, Reserve and Surrender Provision portion of the
Contract:

       The following distribution options may be elected by the Owner.

       (a)    Estate Conservation Option (ECO): A distribution option under
              which a portion of the Individual Account Reserve 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
                    Owner attains age 70-1/2, and will be calculated on the full
                    Reserve Value of the Individual Account, except as provided
                    in b.

              b.    If Aetna maintains separate records of the value of the
                    account as of December 31, 1986, (see below), payments made
                    on or after the year in which the Owner attains age 75 will
                    only be calculated on amounts contributed after December 31,
                    1986, plus all interest credited after that date. The method
                    under this rule is only used upon election of the Owner and
                    will no longer be effective if the Owner submits a
                    withdrawal request in addition to a scheduled ECO payment
                    from the Individual Account, at which time ECO payments will
                    then be determined under a.

                    Aetna will maintain separate records, if the Owner has not
                    requested any withdrawals from his or her individual Account
                    since December 31, 1986. If a Owner attained age 70 1/2
                    prior to 1988 or is a Owner in a governmental or church Tax
                    Deferred Annuity (TDA) plan, the Owner must be retired in
                    order to qualify under b.

       (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 Reserve Value,
              including any current loan(s) outstanding, 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 Owner, 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 Owner or spouse dies, payments will be calculated based on
              the survivor's life expectancy.



                                       1
<PAGE>


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

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

       (5)    Elections and Revocation: ECO may be elected by the Owner by
              submitting a completed and signed election form to Aetna's Home
              Office. If the Contract Owner has notified Aetna that the TDA Plan
              is subject to Title I of the Employee Retirement Income Security
              Act of 1974 as amended, the Owner must also submit the appropriate
              joint and survivor annuity waiver and spousal consent form(s) to
              Aetna at its Home Office.

              Once elected, this option may be revoked by the Owner 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.

       (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 Reserve Value will automatically be
       surrendered and distributed each year.

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

       [bullet]     Specified Amount: Payments of a designated dollar amount
                    which must be no greater than 10% of the initial Reserve
                    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 Owner. The life expectancy factor for this
                    purpose will be the Owner'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


                                       2
<PAGE>

                    required distribution will be determined by dividing the
                    Individual Account Reserve Value, including any current
                    loan(s) outstanding, 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

         [bullet]   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 Reserve Value
                    as of December 31 of the prior year, including any
                    outstanding loan(s), by the number of payment years
                    remaining.

The life expectancy factor is either the single life or joint life expectancy,
as elected by the Owner, 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 Owner 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 Owner's death will continue in
the manner described above, unless 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 Owner'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 Owner 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 Reserve Value: At its discretion, Aetna may require a
       minimum initial Reserve Value for election of this option. If after
       election of this option the Reserve Value is insufficient to make a
       scheduled SWO payment, Aetna will distribute the entire balance of the
       Individual Account.

(3)    Date of Distribution: The Owner shall specify the initial distribution
       date. The earliest date is the first day of the calendar year in which
       the Owner attains age 70-1/2.

       SWO payments will be made annually. Subsequent distributions will be made
       annually on June 15 or such other date Aetna may designate or allow.

(5)    Elections and Revocation: SWO may be elected by the Owner by submitting a
       completed and signed election form to Aetna's Home Office. If the
       Contract Owner has notified Aetna that the TDA Plan is subject to Title I
       of the Employee Retirement Income Security Act of 1974 as amended, the
       Owner must also submit the appropriate joint and survivor annuity waiver
       and spousal consent form(s) to Aetna at its Home Office.

                                       3
<PAGE>

       Once elected, this option may be revoked by the Owner 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.

(6)    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.

Endorsed and made a part of the Contract on October 15, 1990 or the effective
date of the Contract whichever is later.



                                       /s/ John J. Martin
                                       President
                                       Aetna Life Insurance and Annuity Company



                                       4
<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

The following new condition is added to the Retirement Annuity Provisions or the
Annuity Provisions of the Contract as follows:

       Notice to Effect an Annuity/Choices to be Made - An Annuity Option may be
       elected by telling Aetna to pay all or any portion of the Individual
       Account Reserve (minus any premium tax) as a premium for an Annuity under
       Option 2, 3, or 4 (see 4.06). 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.

       Payment Commencement Date - Generally, the first Annuity payment must be
       made no later than the April 1 of the calendar year following the year in
       which the Owner turns age 70 1/2 or such later date as may be allowed
       under Federal law or regulations. In no event may any payments to the
       Annuitant under an Annuity Option extend beyond:

       (a)    The life of the Annuitant;

       (b)    The lives of the Annuitant and 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 beneficiary according to regulations under Code
              Section 401(a)(9), determined as of the date payments are to
              begin.

       For distributions taken in a lump sum, see Termination/Surrender
       Provision.

Add the following option to Retirement Annuity Provisions or Annuity Provisions
as Option 5 subsection (d),(e) or Option E as follows:

       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.



                                       1
<PAGE>


                                    OPTION 5
                           LIFE INCOME FOR TWO PAYEES

                  JOINT AND 1/2 CONTINGENT LIFE INCOME ANNUITY
                                NO MINIMUM PERIOD

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
    Age of
   Annuitant        45        50         55        60         65         70        75         80        85
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $3.86     $3.89      $3.93      $3.94     $3.96      $3.97      $3.98     $3.98      $3.98
      50            4.02      4.10       4.15       4.18      4.21       4.23       4.24      4.25       4.26
      55            4.22      4.31       4.42       4.48      4.53       4.57       4.59      4.61       4.61
      60            4.43      4.56       4.70       4.84      4.93       4.99       5.04      5.07       5.09
      65            4.69      4.84       5.02       5.22      5.42       5.54       5.63      5.69       5.73
      70            4.99      5.17       5.39       5.65      5.93       6.23       6.40      6.52       6.60
      75            5.33      5.54       5.82       6.14      6.52       6.95       7.40      7.64       7.81
      80            5.70      5.96       6.29       6.69      7.17       7.75       8.41      9.08       9.45
      85            6.07      6.38       6.75       7.24      7.84       8.59       9.49     10.51      11.50
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                             Age of Second Annuitant

<TABLE>
<CAPTION>
    Age of
   Annuitant        45        50         55        60         65         70        75         80        85
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.80     $4.83      $4.86      $4.88     $4.89      $4.90      $4.91     $4.92      $4.92
      50            4.95      5.02       5.06       5.10      5.13       5.15       5.16      5.17       5.18
      55            5.14      5.23       5.32       5.38      5.43       5.46       5.49      5.51       5.52
      60            5.36      5.47       5.59       5.72      5.80       5.86       5.91      5.95       5.97
      65            5.63      5.77       5.93       6.10      6.29       6.41       6.50      6.56       6.60
      70            5.96      6.12       6.31       6.54      6.81       7.08       7.25      7.37       7.46
      75            6.35      6.54       6.77       7.06      7.42       7.81       8.25      8.49       8.66
      80            6.79      7.01       7.30       7.66      8.11       8.65       9.28      9.93      10.29
      85            7.26      7.53       7.86       8.29      8.85       9.55      10.41     11.39      12.37
</TABLE>

These Annuity rates are based on mortality from 1983 Table a.




                                       2
<PAGE>


Endorsed and made a part of the Contract effective October 15, 1990 or the
effective date of the Contract whichever is later.



                                      /s/ John J. Martin
                                      President
                                      Aetna Life Insurance and Annuity Company




                                       3
<PAGE>

                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to allow for the election of a loan as follows:

Add to the DEPOSIT, RESERVE, AND SURRENDER PROVISIONS the following provision:

14.    Loan Value - During the accumulation period, a Participant may request a
       loan from his or her Individual Account by submitting a loan request form
       to Aetna's Home Office. If a Participant is married, his or her spouse
       must consent in writing and in a form acceptable to Aetna before the loan
       will be made. For Tax Deferred Annuity Contracts governed by The Employee
       Retirement Income Security Act Title I (ERISA), the loan request must be
       accompanied by the appropriate waiver and spousal consent form. A loan
       will not be allowed within 12 months from the date of any prior loan. The
       Loan Effective Date will be the date the Home Office receives the loan
       request form and spousal consent, if necessary, in good order. All loans
       subject to the following conditions:

       (a)    The minimum vested Individual Account Reserve value must be
              $2,000. The loan amount must be at least $ 1,000. The loan amount
              may not exceed the lesser of:

              (a)   50% of the vested Individual Account Reserve value reduced
                    by any outstanding loan balance(s) on the date on which the
                    loan is made; or

              (b)   $50,000 reduced by the highest outstanding balance(s) of
                    loans, during the preceding 12 months ending the day before
                    the current loan is made.

       (b)    The values in the Fund(s), Fixed Account, GA Account and GET Fund
              are included in determining the Individual Account Reserve value
              for purposes of paragraph (a). However, only amounts in the
              Fund(s) and Fixed Account are available for making the actual
              loan. If a Participant intends to request a loan in excess of the
              Reserve value of the Fund(s) and the Fixed Account in the
              Individual Account, the excess amount must first be transferred
              from the GA Account, or GET Fund to any other Fund(s) or to the
              Fixed Account. Amounts transferred from the GA Account will be
              subject to the GA Account withdrawal and Market Value Adjustment
              (MVA) provisions. Amounts transferred from the GET Fund prior to
              the maturity date will be at the then applicable GET Fund Unit
              Value.

              Aetna reserves the right to restrict or limit the amount that may
              be loaned from any investment option at any time.

              When a loan is made, the number of accumulation units equal to the
              loan amount will be withdrawn from the Individual Account. The
              amount of the loan to be made will be withdrawn on a pro rata
              basis from the Fixed Account and from each of the Fund(s), except
              GET. Accumulation units withdrawn from an Individual Account to
              provide a 

                                       1
<PAGE>

              loan do not participate in the investment experience of the
              investment options from which they were withdrawn.

       (c)    On the first business day of each calendar month, Aetna will
              determine a Loan Interest Rate. This rate will be equal to Moody's
              Corporate Bond Yield Average-Monthly Average Corporates as
              published by Moody's Investors Service, Inc. for the calendar
              month beginning two months before the date on which the new Loan
              Interest Rate is effective. The Loan Interest Rate for the
              calendar month in which the loan is effective will apply for one
              year from the Loan Effective Date. Annually on the anniversary of
              the Loan Effective Date, the rate will be adjusted to equal the
              Loan Interest Rate determined for the month in which the loan
              anniversary occurs.

       (d)    Principal and interest on loans must be amortized in quarterly
              installments over a 5 year term. If the Loan Interest Rate is
              adjusted, future repayments will be adjusted so that the
              outstanding loan balance is amortized in equal quarterly
              installments over the remaining term. A quarterly processing fee
              equal to .74% of the outstanding loan balance will be deducted
              from each repayment and retained by Aetna. The remainder of each
              repayment will be credited to the Individual Account. Repayment
              amounts credited to the Individual Account will be allocated among
              the same investment options and in the same proportions as amounts
              were withdrawn to make the loan.

       (e)    A bill in the amount of the quarterly repayment due will be mailed
              to the Participant in advance of the repayment due date. The
              repayment due date will be the first business day of the month in
              which the 7th calendar day after the loan effective date falls.
              The repayment will be in default if it is not received by Aetna at
              its Home Office before the end of the month in which the due date
              falls.

       (f)    If a repayment is in default, an amount equal to the repayment
              amount and any applicable deferred sales charge will be deducted
              from the Individual Account as a deemed partial surrender. The
              date of the surrender will be the first business day following the
              last day of the month in which the repayment was due. The
              surrendered amount will automatically be applied to make the
              repayment that is in default and will thereafter be subject to
              (d).

       (g)    If a repayment is received in excess of a billed amount, the
              excess will be applied towards the principal portion of the
              outstanding loan. Repayments received which are less than the
              billed amount will be returned to the Participant; therefore, the
              repayment will be in default and (f) will apply.

       (h)    Prepayment of the entire loan balance will be allowed. At the time
              of prepayment, Aetna will bill the Participant for any accrued
              Loan Interest, which will be applied in accordance with (d). Aetna
              will consider the loan paid when this amount is received.

                                       2
<PAGE>

       (i)    If an Individual Account is surrendered while there is an
              outstanding loan balance, accrued Loan Interest and any applicable
              deferred sales charge will be deducted from the Individual Account
              Reserve value.

       (j)    Upon the election of an Annuity Option or the Participant's death,
              the loan will be canceled resulting in a distribution of the
              outstanding loan balance. Accrued Loan Interest will be deducted
              from the Individual Account Current Value and this interest will
              then be treated as a quarterly repayment under (d).

       (k)    If the Participant's vested Individual Account Reserve value falls
              below an amount equal to 25% of the total loan(s) outstanding,
              Aetna reserves the right to require repayment of all outstanding
              loans.

Endorsed and made a part of the Contract effective



                                       3
<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to delete the previous Guaranteed Accumulation
Account (GA Account) Endorsement and replace it with the following:

Add to the GENERAL DEFINITIONS Section of the Contract the following paragraphs:

       Maturity Date: The last day of a GA Account Term.

       Matured Term Value: The amount payable on a GA Account Term's Maturity
       Date.

       Nonunitized Separate Account: An account set up by Aetna under Tile 38,
       Sec. 38-154a, of the Connecticut General Statutes, which is used to hold
       assets for GA Account Terms greater than three years. The Owner or
       Participant, as applicable, does not participate in the investment gain
       or loss from the assets held in the GA Account.

The Guaranteed Accumulation Account (GA Account) is amended and restated as
follows:

       The GA Account guarantees stipulated rates of interest for stated periods
       of time (see (1) and (3) below). Amounts withdrawn before the end of a
       Guaranteed Term may be subject to a Market Value Adjustment (MVA) (see
       (7) below).

(1)    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.

(2)    Guaranteed Term (Term) - The period of time for which interest rates are
       guaranteed on Net Purchase Payment(s) and on transfers made into a
       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.

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

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

       (b)    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 Owner 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 

                                       1
<PAGE>

       Classification(s) previously chosen by the Owner. At least one Term in
       the Short Term Classification will be available each Deposit Period.

(4)    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 4%.

       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.

(5)    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 (7) below).

       Full and partial surrenders are satisfied by withdrawing amounts from
       each of 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 Owner or Participant, as applicable, 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. Any withdrawal which is a surrender will be subject to the
       Maintenance Fee and Surrender Fee as appropriate. Also, 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 (9) below). Amounts transferred prior to the Maturity Date of a Term
       are subject to an MVA (see (7) 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:

       (a)    A full or partial surrender;

       (b)    A payment of a premium for an Annuity Option; or

       (c)    The Sum Payable at Death provision.



                                       2
<PAGE>

(6)    Maturity Date/Reinvestment - For all GA Account Term(s) existing as of
       the effective date of this endorsement in addition to GA Account Term(s)
       announced subsequent to that date, the Owner 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 a 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
       Owner 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 Date, the Owner or
       Participant, as applicable, will be mailed a confirmation statement. This
       statement will state the Terms and Guaranteed Rates 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 (5)
       and (7). 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 Owner 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 Owner or Participant, as applicable,
       during this period for any Matured Term Value. The Matured Term Value
       plus any interest accrued thereon may be transferred upon such request
       without an MVA:

       (a)    To any other Terms of the GA Account available in the current
              Deposit Period; or

       (b)    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.

       If this Contract is issued under a Tax Deferred Annuity Plan (see
       Specifications page) the above notice will be sent to the Participant(s).

(7)    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:


                                       3
<PAGE>

       (a)    A transfer;

       (b)    A full or partial surrender; or

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

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:

[bullet] 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.

[bullet] 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
date of death of the Participant under the Sum Payable at Death provision will
be the greater of:

                                       4
<PAGE>

[bullet] 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

[bullet] 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 this provision with 30 days advance written notice
to the Owner or Participant, as applicable. Any such change shall become
effective for Purchase Payment(s), transfers or reinvestments made to any new
Term by any present or future Participant.

(8)    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 Owner 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.

(9)    Before an Annuity Option is elected, all or any portion of the Current
       Value may be transferred from any Fund or GA Account:

       (a)    To any other allowable Fund;

       (b)    To the Fixed Account; or

       (c)    To Terms of the GA Account available in the 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 (see (6)).


                                       5
<PAGE>

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

       Transfers from Terms of the GA Account are subject to the Withdrawal and
MVA provisions (see (5) and (7)).

       Twelve transfers of Current Value can be made during a calendar year
       period. The Transfer of any portion of the GA Account value at the
       Maturity Date of a Term is not counted for this purpose. Aetna may allow
       additional transfers, but each may be subject to a fee of up to $10.

Endorsed and made a part of this Contract on May 1, 1991 or the effective date
of the Contract whichever is later.




                                      /s/ John J. Martin
                                      President
                                      Aetna Life Insurance and Annuity Company

                                       6
<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

The Contract section entitled Definitions is amended 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. Unless specifically indicated
       otherwise in this Contract, all references to Fund(s) in this Contract
       shall include each series of GET Fund.

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

       At its discretion, Aetna may allow additional amounts 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 Stipulated Payment amount for each series prior to the beginning
       of the Allocation 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 Owner 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
       Owner will have 45 calendar days from the end of the Allocation Period to
       transfer the Current Value of the canceled 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 canceled 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 Net Stipulated 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 

                                       1
<PAGE>

       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 of
       GET Fund. If no GET Fund Series is available, 50% of the Current Value
       from that GET Fund series will be transferred to Aetna Variable Fund, a
       growth and income fund. The remaining 50% of the Current Value will be
       transferred to Aetna Income Shares, a bond fund. The transfers will be
       made during 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 Allocation Period for that series begins.

       Guarantee: Aetna guarantees that on a series' 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. This 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 Net Investment Factor or Investment Increment
Factors - Separate Account is amended to add the following:

       The Net Return Factor for GET Fund is equal to 1.0000000 plus the Net
       Return Rate. The Net Return Rate for each series of GET Fund,
       notwithstanding any other provision of this Contract, is equal to:

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

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

       (iii)  The proportional share of taxes (or reserves for taxes) on the
              Separate Account (if any); divided by

       (iv)   The total value of the GET Fund Record Units of the Separate
              Account for that series at the start of the Valuation Period;
              minus

       (v)    A daily actuarial deduction at an annual rate of 1.25% for annuity
              mortality and expense risks and profit; minus

       (vi)   A daily deduction at an annual rate of 0.25% during the Guaranteed
              Period for Aetna's guarantee of GET Fund Record Unit Values. This
              deduction will be determined prior to the start of any series of
              GET Fund's Allocation Period; and

                                       2

<PAGE>

       (vii)  A daily administrative deduction which will not exceed 0.25% on an
              annual basis.

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

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

The Contract section entitled Transfer is amended 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 Fund Record Unit Value, which may be
       more or less than the Record Unit Value guaranteed at the GET Fund
       Maturity Date.

The Contract section entitled Termination Benefit or Reinstatement is amended to
include the following paragraph at the end of this Provision:

       Amounts attributable to GET will be reinstated to the Allocation Period
       of a GET series, if available. If a GET series Allocation Period is
       unavailable, amounts will be reallocated among other Fund(s), the General
       Account and the GA Account, (if applicable), on a prorata basis.

The Contract section entitled Options Available to Beneficiary/Annuitant or
Choices to be Made is amended to include the following paragraph at the end of
this provision:

       Contract values based on any GET Fund series must be transferred to
another accumulation option prior to election of an Annuity Option.

Endorsed and made a part of this Contract on the effective date of the Contract.



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

                                       3
<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract or Certificate is hereby endorsed as follows:

Payments under any life Annuity Option in this Contract or Certificate; which is
elected on or after the effective date of this endorsement, will be determined
without regard to the sex of the Annuitant(s). Any such payments will be based
solely on the age of the Annuitant(s) (as determined by the Contract or
Certificate); using the most favorable rate for that age under the benefit
elected.

If a larger payment would result by a female Annuitant using the rates shown in
the Contract or Certificate for a male, the larger payment will be made.

Endorsed and made a part of the Contract or Certificate effective August 1,
1983.



                                                     /s/ William O. Bailey
                                                     President


<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

1.     The following sections a), b), and c) will apply to all Participants
       under this Contract.

       a)     Add to the Deposit, Reserve, and Surrender Provisions the
              following:

              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 annual maintenance charge and
              Surrender Fee imposed at the time of surrender on the amount being
              reinvested will be included in the reinstatement. 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 Separate Account in the same
              proportion as they were at the time of surrender. Any amounts
              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 annual maintenance charge which falls due after the surrender
              and before the reinstatement will be deducted from the amount
              reinstated.

              Reinstatement is permitted only once.

       b)     Delete the paragraph under the section titled Individual Accounts
              and add the following:

                  Aetna will maintain Individual Accounts for each Participant.
                  Aetna will credit the Net Deposit(s) among:

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

              The percentage of the Net Deposit(s) to be applied to each
              investment above must be chosen by the Owner.

              During any calendar year, Aetna may be told to change the
              investment mix four times. If additional changes are allowed, each
              may be subject to a fee of up to $10.

       c)     Delete the paragraph under the section titled Transfer of
              Individual Account Reserves and add the following:


                                       1

<PAGE>

              Before an annuity option is elected, the Owner may transfer any
              portion of the Individual Account Reserves from any Fund to any
              other Fund, to the General Account, or to the GA Account's current
              Deposit Period. Any portion of the Individual Account Reserve in
              the GA Account may be transferred to any Fund or to the General
              Account. Transfers from the GA Account are subject to the
              Withdrawal and Market Value Adjustment provisions.

              Four transfers of Individual Account Reserves (excluding transfers
              from the GA Account at the end of a Guaranteed Term) can be made
              during a calendar year period. If additional transfers are
              allowed, each may be subject to a fee of up to $10.

2.     The following changes will not apply to Participants covered under the
       Contract before the effective date of this endorsement.

       a)     Delete the paragraph titled Deductions From The Separate Account
              And The Funds on the Specifications page and add the following:

              Deductions from the Separate Account - There will be deductions
              for mortality and expense risks and administrative fees. If the
              dollar amount of Variable Annuity payments are not to decrease,
              Aetna must earn a gross return on the assets of the Separate
              Account of:

             [bullet]    4.75% on an annual basis, plus an annual return of up
                         to .25% needed to offset the administrative charge set
                         at the time annuity payments commenced, if an Assumed
                         Annual Net Return Rate of 3.5% is chosen; or,

             [bullet]    6.25% on an annual basis, plus an annual return of up
                         to .25% needed to offset the administrative charge set
                         at the time annuity payments commended, if an Assumed
                         Annual Net Return Rate of 5% is chosen.

       b)     Delete the paragraph under the section titled Investment Increment
              Factors - Separate Account and insert the following:

                  Investment Increment Factors are those items used to determine
                  a Fund's Net Return Factor for each valuation period. The Net
                  Return Factors are used to 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


                                       2

<PAGE>

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

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

                    (d)    the total value of the Fund 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 of 1.25%
                           for annuity mortality and expense risks and profit;
                           and a daily administrative charge which will not
                           exceed .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.

                    The administrative charge may be changed annually except for
                    amounts which have been used to purchase an annuity. This
                    charge will not exceed .25%.

c)     Under the section titled Fund(s) Annuity Unit Value - Separate Account,
       delete the last paragraph and add the following:

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

d)     Under the section titled Individual Account Reserve, add the following
       final paragraph:

       Any charge specified in (e) above will also be charged upon surrender of
       the entire Individual Account Reserve if such surrender takes place on a
       date other than an anniversary of the Individual Account effective date.

e)     Under the section titled Annuity Options, add the following sentence to
       Option 2:

       This option may only be elected as a Fixed Annuity.

f)     Add as a final paragraph to the section titled Annuity Options, the
       following:

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

                                       3
<PAGE>



Endorsed and made a part of this Contract effective May 1, 1984.


                                                     /s/ William O. Bailey
                                                     President

                                       4
<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to add the following provision to the section
Surrender Value under DEPOSIT, RESERVE, AND SURRENDER VALUE PROVISIONS:

       On the tenth anniversary of the Effective Date of an Individual Account,
       the surrender fee shall reduce to 0%.

Endorsed and made a part of this Contract effective September 1, 1984.




                                                     /s/ William O. Bailey
                                                     President


<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is endorsed to allow for the election of a loan subject to the
following conditions:

A.     Add to the end of the Section 3 entitled Control of Contract and
       Individual Accounts under GENERAL PROVISIONS the following sentence:

       In the event a loan against an Individual Account is requested, however,
       the value of the Individual Account necessary to cover the loan amount
       plus interest must be assigned to Aetna.

B.     Add to the DEPOSIT, RESERVE, AND SURRENDER PROVISIONS the following
       provision:

       14. Loan Value: Each Participant, before an annuity option is elected,
       may borrow from their Individual Account Reserve according to the terms
       specified below:

       (a)    Requesting A Loan: The request must be in writing in a form
              acceptable to Aetna and must assign to Aetna that portion of their
              Individual Account Reserve necessary to cover the loan amount plus
              interest. A loan may not be requested within 12 months of any
              prior loan request.

       (b)    Loan Amount: The amount of the loan must be greater than $5,000
              and, when added to the total of any prior loans outstanding, may
              not exceed the amount remaining in the Participant's Individual
              Account Reserve. The total amount of any outstanding loan(s) may
              not exceed $50,000. Loans can only be made from those amounts held
              in the Fund(s) and the Fixed Account. Loans may not be made
              against amounts held in the GA Account. If a Participant intends
              to request a loan against any portion of the GA Account, that
              portion of the GA Account must be transferred to any Fund(s) or to
              the Fixed Account. The transferred amount will be subject to the
              Withdrawals and Market Value Adjustment provisions.

              When a loan is made, an amount equal to the loan amount will be
              withdrawn from the Participant's Individual Account Reserve.
              Unless instructed otherwise, the amount withdrawn will be
              allocated on a pro-rata basis among the Fixed Account and the
              Fund(s).

       (c)    Loan Interest: Loan interest will accrue on a daily basis at an
              annual rate of 3%. Loan interest must be paid in full at least
              annually. The interest must be paid directly to Aetna by the
              Participant. If interest is not paid when due, the entire loan
              amount plus interest will be treated as a surrender under the
              terms of the Contract.

                                       1

<PAGE>


       (d)    Loan Repayment: The repayment of any portion of a loan will be
              allocated on a current basis among the Fund(s) and Fixed Account
              in the same proportion as when the loan was initially made.
              Repayment may be made at any time during the 5 years from the date
              the loan was first made. Any unpaid portion of a loan must be
              repaid at the end of the 5 years, upon election of an annuity
              option under this Contract, or upon full surrender of the
              Participant's Individual Account Reserve; whichever occurs first.
              Aetna may require all outstanding loans be paid if the value of a
              Participant's Individual Account Reserve falls below an amount
              equal to 25% of the total loans outstanding. Any loan and accrued
              interest not repaid will be treated as a surrender.

C.     Add to Section 7 - Individual Account Reserve, the following:

       (g)    and minus any amount withdrawn for a loan, if applicable.

D.     Add to Section 12 - Sum Payable at Death (Before Annuity Payments Start),
       the following:

       The Individual Account Reserve payable under the terms of this section
       will be reduced by the amount of the accrued interest on any outstanding
       loan.

Endorsed and made a part of this Contract on the effective date of the Contract.




                                                     /s/ William O. Bailey
                                                     President

                                       2
<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is endorsed as follows:

In addition to any Purchase Payments 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, as appropriate. Aetna will
maintain an Individual Account for each lump-sum payment. The terms of this
Contract shall apply to any lump-sum payment except that:

       1.     A Maintenance Fee will not be deducted from an Individual Account
              maintained pursuant to a lump-sum payment; and

       2.     For each surrender from an Individual Account maintained pursuant
              to a lump-sum payment, the Surrender Fee will vary according to
              the period of time between the effective date of the Individual
              Account and the date of surrender as follows:

              If the Period of Time is                            Surrender Fee

              5 years or less                                         5%
              More than 5 years but not more than 6 years             4%
              More than 6 years but not more than 7 years             3%
              More than 7 years but not more than 8 years             2%
              More than 8 years but not more than 9 years             1%
              More than 9 years                                       0%

Endorsed and made a part of this Contract on the effective date of the Contract.




                                                          /s/ William O. Bailey
                                                          President


<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to include the following new provisions:

       During any calendar year, Aetna may be told to change the investment mix
       twelve times. Should Aetna allow additional changes, each may be subject
       to a fee of up to $10.

       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.

Endorsed and made a part of this Contract effective May 1, 1989.



                                       /s/ John J. Martin
                                       President
                                       Aetna Life Insurance and Annuity Company


<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to add the following new provision under
Surrender Value:

No surrender fee is deducted:

[bullet] On and after the tenth anniversary of the Effective Date of the
         Individual Account;

[bullet] From any portion of the Active Life Fund which is paid when the
         Individual Account Cash Value is $2,500 or less and no surrenders have
         been taken from the Individual Account within the prior 12 months. If
         there is more than one Individual Account under the Contract for a
         Participant, then this provision will only apply when the total in all
         of the Participant's Individual Accounts is $2,500 or less; or

[bullet] In an amount equal to or less than 10% of the current Individual
         Account Cash Value, as part of the first partial surrender request in a
         calendar year to a 403(b) Participant who is at least age 59 1/2 and
         less than age 70 1/2. The Individual Account Cash Value is calculated
         as of the date the partial surrender request is received in good order
         at Aetna's Home Office. Any outstanding loans from the Participant's
         Individual Account are excluded when calculating the Individual Account
         Cash Value. This provision does not apply to partial surrenders due to
         loan defaults made from Individual Account Values and does not apply to
         full surrender requests.

Endorsed and made a part of this Contract on May 1, 1989 or the Effective Date
of the Contract whichever is later.



                                       /s/ John J. Martin
                                       President
                                       Aetna Life Insurance and Annuity Company


<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

Add the following new paragraph under the General Provisions, subsection
entitled Assignments or Control of Contract and Individual Accounts as follows:

       Amounts held under this Contract may be assigned or alienated only as
       allowed under Title 29 of the United States Code Annotated (USCA) Section
       1056(d), also known as Section 206(d) of the Employee Retirement Income
       Security Act. Aetna will follow the procedures in USCA Section 1056(d)
       and the regulations thereunder in complying with "qualified domestic
       relations orders."

Add to the Contributions, Valuation and Discontinuance Contributions portion or
the Deposit, Reserve and Surrender Provision portion of the Contract the
following new conditions:

       Designation of Beneficiary: Each Owner shall name a beneficiary. An
       unmarried Owner may designate a beneficiary of his or her entire
       Individual Account if it is accompanied by a consent form which certifies
       that he or she is unmarried.

       For a married Owner, the spouse must be the beneficiary of 50% of his or
       her Individual Account (Qualified Pre-retirement Survivor Annuity,
       "QPSA"). Provided, however, if the Owner has attained age 35, he or she
       may select an alternate beneficiary for the QPSA if the appropriate
       waiver/spousal consent form is submitted to Aetna. For the balance of the
       Individual Account, a married Owner may name any beneficiary without
       obtaining spousal consent.

       Upon the death of a married Owner, Aetna will disregard the beneficiary
       named for the QPSA and treat the current spouse as the beneficiary if the
       current spouse did not consent to the waiver of the QPSA.

       At the discretion of Aetna, a full surrender may be allowed without
       spousal consent if the Reserve Value is $3,500 or less.

       Sum Payable at Death - The Current Value payable under the terms of this
       section will be reduced by the amount of the accrued interest on any
       outstanding loan. Aetna will pay the Current Value to the beneficiary
       when:

       (1)    The Owner dies before Annuity payments start; and

       (2)    The notice of death is received in good order by Aetna

                                       1

<PAGE>


       The sum payable will be the Current Value on the date when the notice is
       received. The beneficiary may choose to apply any sum under an Annuity
       Option (see Annuity Provisions), subject to any other terms and
       conditions of this Contract, or to receive a lump sum payment.

If the beneficiary is the surviving spouse, the first Annuity payment or the
lump sum payment may be deferred to a date not later than when the Owner 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
Owner's death or be paid to the beneficiary within 5 years of the Owner's death
(see Part IV). In no event may payments to any beneficiary under an Annuity
Option extend beyond the life of the beneficiary or any period certain greater
than the beneficiary's life expectancy. If no beneficiary exists, the payment
will be made to the estate of the Owner.

Spousal Consent - If an Owner is married, his or her spouse must consent in
writing in a form acceptable to Aetna to any request for a partial or full
surrender. For an unmarried Owner, a completed spousal consent form must be
submitted with any request for a partial or full surrender certifying that he or
she is unmarried. This consent must be given within the 90 day period before the
partial or full surrender is to be made.

At the discretion of Aetna, a full surrender may be allowed without spousal
consent if the Current Value is $3,500 or less.

Termination/Surrender Restrictions: Limitations apply to full and partial
surrenders of the Restricted Amount from this Contract, as required by Code
Section 403(b)(11). The Restricted Amount is the sum of:

(a)    Net Purchase Payments attributable to Owner salary reduction
       contributions made on and after January 1, 1989; plus

(b)    The net increase, if any, in the Current Value of the Owner's Individual
       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 Owner has reached age 59-1/2;

(b)    The Owner has separated from service;

(c)    The Owner has died;

(d)    The Owner 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.

                                       2

<PAGE>

       A full or partial surrender is also allowed if the Owner incurs a
       "hardship" as that term is defined in the Code or regulations under
       403(b). However, the amount available for hardship is limited to the
       lesser of the amount necessary to satisfy the need, or the Net Purchase
       Payments attributable to Owner salary reduction contributions made on and
       after January 1, 1989.

       Aetna may require that the Owner certify and/or provide satisfactory
       proof that one of these conditions has been met before a surrender
       request will be considered to be in good order.

       The Owner or beneficiary must notify Aetna in writing when a lump sum
       payment is to be made or Annuity payments are to commence.

       Limitation on Contributions: The contributions made to an Owner's
       Individual 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 contributions 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.

       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 Owner attains age 70-1/2. However, for an Owner who attained
       age 70 1/2 before January 1, 1988, the distribution of such benefits must
       be made or must begin not later than the April 1 of the calendar year
       following the calendar year in which the Owner retires.

       The above does not apply if the Contract Owner is a governmental entity
       or a church. For such an employer, the distribution of benefits accrued
       after December 31, 1986, must be made or must begin not later than the
       April 1 of the calendar year following the calendar year in which the
       Owner 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 Owner (or the joint lives of the Owner and
       beneficiary) or over a period not exceeding the life expectancy of the
       Owner (or the joint fife expectancies of the Owner and the beneficiary).

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

                                       3

<PAGE>


Endorsed and made a part of the Contract effective on October 15, 1990 or the
effective date of the Contract whichever is later.


                                       /s/ G. G. Benanav
                                       President
                                       Aetna Life Insurance and Annuity Company

                                       4
<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

Aetna hereby endorses this Contract to allow the transfer of Reserves out of the
General Account. Such transfers will be:

(1)    a minimum of 10% of the General Account funds held in the Participant's
       Individual Account;

(2)    without deduction of any charge; and

(3)    to any of the Fund(s) or the Guaranteed Accumulation Account;

(4)    allowed once during each calendar year;

(5)    prior to the election of an Annuity Option;

(6)    without affecting the rights of transfer now in the contract.

Aetna may, for temporary periods of time, allow any larger percentage to be
transferred.

The value of the Reserves held in the General Account, as used above, is the
value when the request is received at the Home Office of Aetna. References to
the General Account above shall not apply to the Guaranteed Accumulation
Account.

Endorsed and made a part of this Contract on the later of September 1, 1983 or
the Effective Date of this Contract.




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





                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123


                               Herein called Aetna

Agrees to pay benefits as stated in this Contract.





DETAILS OF VARIABLE FEATURES OF THIS CONTRACT ARE IN THE DEPOSIT, RESERVE, AND
SURRENDER PROVISIONS, AND ANNUITY PROVISIONS.

                                 RIGHT TO CANCEL

The Owner may cancel this Contract within 10 days of receiving it, by sending a
written notice to Aetna at the above address or to the agent from whom it was
purchased. Aetna will return all payments made for this Contract within 7 days
after it receives the notice of cancellation and this Contract.

This page, and the following pages, and the application, make up the entire
Contract.

Signed at Hartford, Connecticut on the Effective Date.

      /s/ Stephen B. Middlebrook                   /s/ William O. Bailey
              Secretary                                   President


             GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT
                                NON-PARTICIPATING

               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
         ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.



<PAGE>





                                 SPECIFICATIONS


PLAN

OWNER

GROUP CONTRACT NO.

EFFECTIVE DATE

THIS CONTRACT IS DELIVERED IN
AND IS SUBJECT TO THE LAWS OF THAT JURISDICTION

Deduction From Deposit - The amount of the Net Deposit applied will be the
deposit received minus a deduction for premium taxes, if any then deducted (see
Deposit, Reserve, and Surrender Provisions of this Contract).

Deductions From The Separate Account And The Funds - Total deductions equal 1.5%
on an annual basis. Once Annuity payments begin, Aetna must earn a gross return
on the assets of the Separate Account of: (a) 5% on an annual basis if an
assumed net return rate of 3.5% is chosen; or (b) 6.5% on an annual basis if an
assumed net return rate of 5% is chosen; in order that the dollar amount of the
Variable Annuity payments will not decrease.




                                       2
<PAGE>


                                   COVER SHEET

This Contract is a legal contract between the Owner and Aetna.

READ THIS CONTRACT CAREFULLY. This cover sheet is only a brief outline of some
of the important features of this Contract. This cover sheet is not the
insurance contract. Only the actual terms of this Contract will control. 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.

                                TABLE OF CONTENTS
                               GENERAL DEFINITIONS
                                                                           Page
1.    Participant.............................................................5
2.    Annuitant...............................................................5
3.    Annuity.................................................................5
4.    Fixed Annuity...........................................................5
5.    Variable Annuity........................................................5
6.    General Account.........................................................5
7.    Separate Accounts.......................................................5
8.    Fund(s).................................................................5
9.    Valuation Period........................................................5

                               GENERAL PROVISIONS

1.    Contract................................................................6
2.    Incontestability........................................................6
3.    Control of Contract and Individual Accounts.............................6
4.    Change of Contract by Aetna.............................................6
5.    Individual Certificates.................................................6
6.    Designation of Beneficiary..............................................7
7.    Misstatements and Adjustments...........................................7
8.    State Laws..............................................................7
9.    Non-Participating Contract..............................................7

                   DEPOSIT, RESERVE, AND SURRENDER PROVISIONS

1.    Net Deposit.............................................................7
2.    Individual Accounts.....................................................7
3.    Guaranteed Interest Rate - General Account..............................7
4.    Record Units - Separate Account.........................................8
5.    Investment Increment Factors - Separate Account.........................8
6.    Record Unit Value - Separate Account....................................8
7.    Individual Account Reserve..............................................9
8.    Active Life Fund........................................................9
9.    Experience Credits......................................................9
10.   Transfer of Individual Account Reserves.................................9
11.   Notice to the Owner.....................................................9
12.   Sum Payable at Death (Before Annuity Payments Start)....................9
13.   Surrender Value........................................................10

                                       3
<PAGE>

                               ANNUITY PROVISIONS

1.    Choices to be Made.....................................................11
2.    Fund(s) Annuity Units - Separate Account...............................11
3.    Fund(s) Annuity Unit Value - Separate Account..........................11
4.    Annuity Options........................................................12
7.    Death of Annuitant/Beneficiary.........................................21



                                       4
<PAGE>






                               GENERAL DEFINITIONS

1.     PARTICIPANT - A person for whom benefits are being provided under this
       Contract.

2.     ANNUITANT - A Participant or beneficiary on whose life an Annuity has
       been effected under this Contract.

3.     ANNUITY - Payment of an income:
 .      (a)    for the life of one or two people;
       (b)    for a stated period;
       (c)    for some mix of (a) and (b); or
       (d)    until there are no funds left.

4.     FIXED ANNUITY - An Annuity of a fixed dollar amount paid from the General
       Account.

5.     VARIABLE ANNUITY - An Annuity of a varying dollar amount paid from the
       Separate Account.

6.     GENERAL ACCOUNT - The Account which holds the assets of Aetna, other than
       those assets of Aetna in the Separate Accounts. Reserves for a Fixed
       Annuity are held in the General Account.

7.     SEPARATE ACCOUNTS - Accounts set up by Aetna under the Connecticut
       Insurance Laws. Assets for this class of variable contracts are set apart
       from other assets of Aetna. Reserves for a Variable Annuity are held in a
       Separate Account and invested in shares of Fund(s).

8.     FUND(S) - The open-end management investment companies (mutual funds)
       registered under the Investment Company Act of 1940. They are:

       (a)    Aetna Variable Fund, Inc. (Variable Fund);
       (b)    Aetna Variable Encore Fund, Inc. (Encore Fund);
       (c)    Aetna Income Shares, Inc. (Income Fund); and
       (d)    Other funds (if any) which Aetna may allow.

9.     VALUATION PERIOD - The period of time from the end of one business day to
       the end of the next business day.




                                       5
<PAGE>


                               GENERAL PROVISIONS

1.     Contract

       This Contract may be changed only by an officer of Aetna. Any change must
       be made in writing. Any choices under this Contract by the Owner,
       Annuitant or beneficiary must be in writing. Until receipt of such
       choices in the Home Office of Aetna, Aetna may rely on any previous
       choices made.

       Aetna will make Annuity payments as and when due. Any other payments will
       be made by Aetna within 7 days of receipt of the written claim for
       payment, except as otherwise provided in the Surrender Value provision.

2.     Incontestability

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

3.     Control of Contract and Individual Accounts

       Each Participant shall be entitled to all amounts held in his Individual
       Account. Each Participant shall be entitled to make any choices allowed
       by this Contract with respect to Individual Accounts. All other rights in
       the contract shall rest with the Owner. This Contract, and any Individual
       Accounts, shall not be subject to the claims of any creditors.

4.     Change of Contract by Aetna

       Aetna may change any of the terms of this Contract. Aetna will notify the
       Owner in writing 30 days before the effective date of any such change.
       Any such change will not affect the amount or terms of any Annuity which
       began prior to such change. Changes that affect the following provisions
       of this Contract: (a) Annuity Options; (b) Net Deposit; (c) Guaranteed
       Interest Rate; (d) Individual Account Reserve; and (e) Surrender Value;
       will only apply to deposits made on behalf of Participants who become
       covered under this Contract on or after the effective date of such
       change. If the Owner fails to agree to any such change, no new
       Participants may be covered under this Contract. This Contract is subject
       to change as required by federal or state law.

5.     Individual Certificates

       Aetna shall issue certificates for each Participant as required by the
       state in which this Contract is delivered. The certificate will contain a
       summary of the benefits provided by this Contract. Certificates are not a
       part of this Contract.




                                       6
<PAGE>


6.     Designation of Beneficiary

       The beneficiary for each Participant shall be as named, or later changed,
       by the Owner. If no beneficiary is living at the death of the
       Participant, payment of any amount due will be made to the Owner.

7.     Misstatements and Adjustments

       If the age or sex of any payee is found to be misstated, the correct
       facts will be used to adjust payments.

8.     State Laws

       This Contract follows 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.

9.     Non-Participating Contract

       The Owner will have no right to share in the earnings of Aetna.

                  DEPOSIT, RESERVE, AND SURRENDER PROVISIONS

1.     Net Deposit

       The Net Deposit is the single deposit minus a charge to pay premium
       taxes, if any. As a rule, Aetna will take this charge out of an
       Individual Account Reserve (see below) when annuity payments are to
       start. But, if Aetna determines that it must pay any imposed premium tax
       at any other time, it may take out the charge at any time.

2.     Individual Accounts

       Aetna will maintain Individual Accounts for each Participant. On the
       basis of information supplied by the Owner, Aetna will credit the Net
       Deposit(s) to such Accounts in either:

       (a)    the General Account;
       (b)    the Separate Account where they are invested in Fund(s) as
              directed by the Owner; or
       (c)    a mix of (a) and (b).

3.     Guaranteed Interest Rate - General Account

       On Net Deposit(s) made to the General Account, Aetna will add interest
       daily at an annual rate no less than:

       (a)    4% except under the Annuity Provisions; and
       (b)    3.5% under the Annuity Provisions.

       Aetna may add interest daily at any higher rate.



                                       7
<PAGE>

4.     Record Units - Separate Account

       The portion of the Net Deposit applied to the Separate Account Fund(s)
       will determine the number of Record Units. This number is equal to the
       Net Deposit(s) divided by the Record Unit Value (see below) for the
       Valuation Period when the Net Deposit is received.

5.     Investment Increment Factors - Separate Account

       Investment Increment Factors are those items used to determine a Fund's
       net return factor for each Valuation Period. The net return factor(s) are
       then used to compute all Separate Account values and payments.

       The gross return is equal to:

       (a)    investment income; plus
       (b)    realized and unrealized capital gains; minus 
       (c)    realized and unrealized capital losses; minus 
       (d)    certain investment expenses; and minus
       (e)    a daily charge at an annual rate of .25% for investment management
              expense and profit.

       The gross return is divided by the net assets of the Fund at the start of
       the Valuation Period to compute the gross return rate. A gross return
       rate may be more or less than 0. The net return rate is equal to:

       (a)    the gross return rate; plus or minus
       (b)    taxes (or charges to a tax reserve) on the Separate Account; and
              minus
       (c)    a daily charge at an annual rate of 1.250/o for annuity mortality
              and expense risks and profit.

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

       The net return factor for each Fund is equal to the net return rate plus
       1.000000.

6.     Record Unit Value - Separate Account

       The Record Unit Value for each Separate Account Fund is computed by
       multiplying the net return factor for the current Valuation Period by the
       Record Unit Value for the previous Period. The dollar value of Record
       Units, Separate Account Reserves, and Variable Annuity payments may go up
       or down due to investment gain or loss.




                                       8
<PAGE>


7.     Individual Account Reserve

       The Individual Account Reserve for each Participant is equal to:

       (a) Net Deposit credited to the General Account (if any); plus 
       (b) General Account interest added by Aetna; plus 
       (c) the value of Separate Account Record Units (if any); plus 
       (d) any amount due to Experience Credits (see below); and minus 
       (e) any amounts previously surrendered.

8.     Active Life Fund

       The Active Life Fund is equal to the combined Reserves of all Individual
       Accounts, except those Accounts applied to the payment of Annuities.

9.     Experience Credits

       Aetna may apply Experience Credits to Individual Accounts in the Active
       Life Fund under this Contract. Any such credit will be computed as
       decided by Aetna.

10.    Transfer of Individual Account Reserves

       The Owner may transfer any portion of the Individual Account Reserves
       from any Fund to any other Fund or to the General Account. Reserves
       cannot be transferred from the General Account to any of the Funds. A
       transfer of Reserves cannot be made within 90 days of a previous
       transfer.

11.    Notice to the Owner

       Aetna will notify the Owner each year of:

       (a)    the investments held in the Fund(s) for the Separate Account; and
       (b)    the number of record units; or
       (c)    the number of annuity units; and
       (d)    the value of a unit.

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

12.    Sum Payable at Death (Before Annuity Payments Start)

       Aetna will pay to the beneficiary the Individual Account Reserve if:

       (a) the participant dies before Annuity payments start; and
       (b) the notice of death is received by Aetna.

       The sum paid will be the Reserve on the date when the notice is received.
       The beneficiary may choose to apply any sum under Annuity Options (see
       Annuity Provisions).

13.    Surrender Value

                                       9
<PAGE>

       The amount paid by Aetna upon the surrender of all or any portion of the
       Active Life Fund or Individual Account(s) shall be reduced by a surrender
       fee. The surrender fee will be a percentage of the amount surrendered and
       will vary according to the period of time between the effective date and
       the date of surrender for the Individual Account(s) being surrendered.
       For each surrender from an Individual Account, the Fee will be as
       follows:

          If period of time is                                        Fee
          Less than 5 years                                           5%
          From 5 to 6 years                                           4%
          From 6 to 7 years                                           3%
          From 7 to 8 years                                           2%
          From 8 to 9 years                                           1%
          9 or more years                                             None

       In no event, however, will the Fee on a total surrender of an Individual
       Account exceed 9% of the actual deposit made to that Account.

       If the Active Life Fund invested in the General Account exceeds $500,000,
       Aetna reserves the right to pay out any surrender in equal installments
       over a period not to exceed 60 months.

       Under certain emergency conditions, Aetna has the right to defer payment
       of any surrender value as provided by federal or state law.



                                       10
<PAGE>


                               ANNUITY PROVISIONS

1.     Choices to be Made

       The Owner may tell Aetna to pay the Individual Account Reserve (minus any
       charges for premium taxes) as a premium for an Annuity under Options 2,
       3, 4, and 5 (see below). The first Annuity payment must generally be made
       no later than the first day of the month following the Annuitant's 75th
       birthday. The Owner may tell Aetna to make the first Annuity payment on
       the first day of any prior month.

       When any option is chosen, the Owner or beneficiary choosing the option
       must tell Aetna if payments are to be made other than monthly. They must
       also tell Aetna to pay:

       (a)    a Fixed Annuity;
       (b)    a Variable Annuity using Variable Fund;
       (c)    a Variable Annuity using Income Fund; or
       (d)    any mix of these.

       When choosing a Variable Annuity, an assumed net return rate of 5% per
       year may be chosen. If not chosen, Aetna will use an assumed net return
       rate of 3.5% per year.

2.     Fund(s) Annuity Units - Separate Account

       The amount of the first Variable Annuity payment will be equal to:

       (a) the portion of the Individual Account Reserve (minus any charges for
           premium taxes) to be used to pay a Variable Annuity using the 
           Fund(s); times 
       (b) the rate for each $1,000 for the Option chosen.

       Such amount, or portion, of the payment using a Fund will be divided by
       the Fund(s) Annuity Unit Value (see below) on the due date of the first
       payment to determine the number of the Fund(s) Annuity Units.

       Such number of the Fund(s) Annuity Units remains fixed. Each future
       payment is equal to such number times the Fund(s) Annuity Unit Value on
       the due date of each payment.

3.     Fund(s) Annuity Unit Value - Separate Account

       For any Valuation Period the Fund(s) Annuity Unit Value is equal to:

       (a) the Value for the next previous Period; times
       (b) the net return factor(s) (see Investment Increment Factors - Separate
           Account provisions) for the tenth previous Period; times 
       (c) a factor to reflect the assumed net return rate.

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

                                       11
<PAGE>

       The dollar amount of Annuity Units, values, and payments may go up or
       down due to investment gain or loss.

       Payments shall not be changed due to mortality or expense results.

4.     Annuity Options

       Option 1 - Payment of Interest on Sum Left With Aetna - This option may
       be used only by the beneficiary when the death of the Participant is
       before Aetna has started paying an Annuity. A portion or all of the sum
       due may be held in the General Account of Aetna at interest (see
       Guaranteed Interest Rate - General Account provision). 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 under any of the
              Annuity Options below.

       Option 2 - Payments of a Stated Dollar Amount - An Annuity of a chosen
       amount will be paid until there are no funds left. The payments to be
       made in a year must be no less than $60 for each $1,000 applied to this
       Option, but cannot exceed an amount which would deplete the funds in less
       than 3 years.

       Where there is a right under Federal Securities Law to forgo future
       payments and receive the present value of the Annuity under this Option
       in a lump sum, the exercise of that right within a 3 year period after
       the start of payments shall be treated as a surrender (see Surrender
       Value under Deposit, Reserve and Surrender Provisions).




                                       12
<PAGE>


       Option 3 - Payments for a Stated Period of Time - An Annuity will be paid
       for the number of years chosen. The number of years must be no less than
       3 and no more than 30.

       Where there is a right under Federal Securities Law to forgo future
       payments and receive the present value of the Annuity under this Option
       in a lump sum, the exercise of that right within a 3 year period after
       the start of payments shall be treated as a surrender (see Surrender
       Value under Deposit, Reserve and Surrender Provisions).

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

                          PAYMENTS FOR A STATED PERIOD

<TABLE>
<CAPTION>
     Years                                    Years                                   Years
    of Pay-             Amount of            of Pay-            Amount of             of Pay-             Amount of
     ments              Payments              ments             Payments               ments              Payments
     -----              --------              -----             --------               -----              --------
<S>                      <C>                   <C>                 <C>                  <C>                <C>  
       3                 $29.19                13                  $7.94                22                 $5.39
       4                  22.27                14                   7.49                23                  5.24
       5                  18.12                15                   7.10                24                  5.09
       6                  15.35                16                   6.76                25                  4.96
       7                  13.38                17                   6.47                26                  4.84
       8                  11.90                18                   6.20                27                  4.73
       9                  10.75                19                   5.97                28                  4.63
      10                   9.83                20                   5.75                29                  4.53
      11                   9.09                21                   5.56                30                  4.45
      12                   8.46
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                          PAYMENTS FOR A STATED PERIOD

<TABLE>
<CAPTION>
     Years                                    Years                                   Years
    of Pay-             Amount of            of Pay-            Amount of             of Pay-             Amount of
     ments              Payments              ments             Payments               ments              Payments
     -----              --------              -----             --------               -----              --------
<S>                      <C>                   <C>                 <C>                  <C>                <C>  
       3                 $29.80                13                 $8.64                 22                 $6.17
       4                  22.89                14                  8.20                 23                  6.02
       5                  18.74                15                  7.82                 24                  5.88
       6                  15.99                16                  7.49                 25                  5.76
       7                  14.02                17                  7.20                 26                  5.65
       8                  12.56                18                  6.94                 27                  5.54
       9                  11.42                19                  6.71                 28                  5.45
      10                  10.51                20                  6.51                 29                  5.36
      11                   9.77                21                  6.33                 30                  5.28
      12                   9.16
</TABLE>




                                       13
<PAGE>


Option 4 - Life Income - An Annuity will be paid for life. Payments may be made
for a minimum stated period, if chosen, of 60, 120, 180 or 240 months. If the
Annuitant dies before the end of such stated period, payments will be made to
the beneficiary for the rest of the stated period.

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

<TABLE>
<CAPTION>
                                       LIFE INCOME WITH
             Age of                          Payments Guaranteed for a Stated Period of Months:
           Annuitant                  None            60             120            180            240
      Male            Female
      ----            ------          ----            --             ---            ---            ---
<S>                     <C>           <C>            <C>            <C>            <C>            <C>  
       50               55            $4.98          $4.96          $4.89          $4.77          $4.62
       51               56             5.08           5.05           4.98           4.85           4.68
       52               57             5.18           5.16           5.07           4.93           4.74
       53               58             5.30           5.26           5.17           5.01           4.80
       54               59             5.41           5.38           5.27           5.09           4.86

       55               60             5.54           5.49           5.37           5.17           4.92
       56               61             5.67           5.62           5.48           5.26           4.98
       57               62             5.80           5.75           5.59           5.35           5.04
       58               63             5.95           5.89           5.71           5.44           5.10
       59               64             6.10           6.03           5.83           5.53           5.16

       60               65             6.27           6.19           5.96           5.62           5.22
       61               66             6.44           6.35           6.09           5.72           5.27
       62               67             6.63           6.52           6.23           5.81           5.33
       63               68             6.82           6.71           6.38           5.91           5.38
       64               69             7.04           6.90           6.53           6.00           5.43

       65               70             7.26           7.11           6.68           6.10           5.47
       66               71             7.50           7.33           6.84           6.19           5.52
       67               72             7.76           7.56           7.01           6.28           5.55
       68               73             8.04           7.80           7.18           6.37           5.59
       69               74             8.34           8.07           7.35           6.46           5.62

       70               75             8.67           8.34           7.52           6.54           5.65
       71                              9.01           8.63           7.70           6.62           5.67
       72                              9.39           8.94           7.88           6.69           5.69
       73                              9.79           9.26           8.05           6.76           5.71
       74                             10.22           9.61           8.22           6.81           5.72
       75                             10.69           9.96           8.39           6.87           5.73
</TABLE>

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.



                                       14
<PAGE>


                 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%

<TABLE>
<CAPTION>
                                       LIFE INCOME WITH
             Age of                          Payments Guaranteed for a Stated Period of Months:
           Annuitant                  None            60             120            180            240
      Male            Female
      ----            ------          ----            --             ---            ---            ---
<S>                     <C>           <C>            <C>            <C>            <C>            <C>  
       50               55            $5.89          $5.86          $5.78          $5.65          $5.48
       51               56             5.99           5.96           5.86           5.71           5.53
       52               57             6.09           6.06           5.95           5.79           5.59
       53               58             6.20           6.16           6.04           5.86           5.64
       54               59             6.32           6.27           6.14           5.94           5.70

       55               60             6.44           6.39           6.24           6.02           5.75
       56               61             6.57           6.51           6.34           6.10           5.80
       57               62             6.71           6.64           6.45           6.18           5.86
       58               63             6.85           6.77           6.56           6.26           5.91
       59               64             7.00           6.92           6.68           6.35           5.97

       60               65             7.16           7.07           6.80           6.43           6.02
       61               66             7.34           7.23           6.93           6.52           6.07
       62               67             7.52           7.40           7.06           6.61           6.12
       63               68             7.72           7.58           7.20           6.70           6.17
       64               69             7.93           7.77           7.35           6.79           6.21

       65               70             8.16           7.97           7.50           6.88           6.25
       66               71             8.40           8.19           7.65           6.97           6.29
       67               72             8.66           8.42           7.81           7.05           6.33
       68               73             8.94           8.66           7.97           7.14           6.36
       69               74             9.24           8.92           8.13           7.22           6.39

       70               75             9.56           9.19           8.30           7.29           6.41
       71                              9.91           9.48           8.47           7.36           6.43
       72                             10.29           9.78           8.64           7.43           6.45
       73                             10.69          10.10           8.80           7.49           6.47
       74                             11.13          10.43           8.97           7.55           6.48
       75                             11.60          10.79           9.13           7.60           6.49
</TABLE>


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.

Option 5 - 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:

                                       15
<PAGE>

       (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.




                                       16
<PAGE>


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

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>            <C>              <C>             <C>             <C>  
    50           55            $4.10           $4.27          $4.43          $4.57            $4.69           $4.79           $4.86
    55           60             4.21            4.43           4.65           4.86             5.04            5.20            5.32
    60           65             4.30            4.57           4.86           5.15             5.43            5.68            5.88
    65           70             4.38            4.69           5.04           5.43             5.83            6.21            6.56
    70           75             4.44            4.79           5.20           5.68             6.21            6.78            7.33
    75           80             4.48            4.86           5.32           5.88             6.56            7.33            8.16
    80           85              --             4.91           5.41           6.03             6.82            7.80            8.95
</TABLE>


         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                                NO MININUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>             <C>            <C>              <C>              <C>  
    50           55            $5.00           $5.16          $5.31           $5.44          $5.57            $5.67            $5.75
    55           60             5.11            5.31           5.51            5.71           5.90             6.06             6.19
    60           65             5.20            5.44           5.71            5.99           6.26             6.52             6.73
    65           70             5.28            5.57           5.90            6.26           6.65             7.04             7.38
    70           75             5.34            5.67           6.06            6.52           7.04             7.59             8.14
    75           80             5.38            5.75           6.19            6.73           7.38             8.14             8.96
    80           85              --             5.81           6.29            6.90           7.66             8.62             9.76
</TABLE>

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.



                                       17
<PAGE>


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

                         JOINT AND LAST SURVIVOR ANNUITY
                             66 2/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>           <C>              <C>            <C>              <C>             <C>  
    50           55            $4.51           $4.72         $4.94            $5.18          $5.44            $5.71           $6.00
    55           60             4.70            4.94          5.20             5.49           5.81             6.14            6.49
    60           65             4.90            5.18          5.49             5.84           6.23             6.65            7.09
    65           70             5.11            5.44          5.81             6.23           6.71             7.25            7.82
    70           75             5.34            5.71          6.14             6.65           7.25             7.93            8.69
    75           80             5.58            6.00          6.49             7.09           7.82             8.69            9.69
    80           85              --             6.28          6.84             7.53           8.39             9.47           10.77
</TABLE>

Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                             66 2/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>           <C>              <C>            <C>              <C>             <C>  
    50           55            $5.43           $5.62         $5.84            $6.08          $6.36            $6.65           $6.98
    55           60             5.62            5.84          6.10             6.38           6.70             7.06            7.44
    60           65             5.82            6.08          6.38             6.72           7.11             7.54            8.01
    65           70             6.06            6.36          6.70             7.11           7.58             8.12            8.71
    70           75             6.31            6.65          7.06             7.54           8.12             8.80            9.56
    75           80             6.59            6.98          7.44             8.01           8.71             9.56           10.56
    80           85              --             7.31          7.84             8.49           9.33            10.38           11.66
</TABLE>

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.



                                       18
<PAGE>


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

                         JOINT AND LAST SURVIVOR ANNUITY
                               50% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>          <C>               <C>             <C>           <C>              <C>            <C>             <C>         <C>  
50           55                $4.75           $4.98         $5.24            $5.55          $5.91           $ 6.32      $6.79
55           60                 4.99            5.24          5.54             5.88           6.28             6.76       7.30
60           65                 5.26            5.55          5.88             6.27           6.73             7.27       7.90
65           70                 5.59            5.91          6.28             6.73           7.26             7.90       8.65
70           75                 5.96            6.32          6.76             7.27           7.90             8.67       9.57
75           80                 6.37            6.79          7.30             7.90           8.65             9.57      10.69
80           85                  --             7.30          7.88             8.59           9.49            10.61      12.00
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                               50% TO THE SURVIVOR
                                NO MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>           <C>              <C>            <C>             <C>              <C>  
    50           55            $5.67           $5.89         $6.15            $6.47          $6.84           $7.29            $7.81
    55           60             5.91            6.15          6.44             6.78           7.20            7.70             8.28
    60           65             6.20            6.47          6.78             7.16           7.63            8.19             8.86
    65           70             6.54            6.84          7.20             7.63           8.16            8.80             9.58
    70           75             6.95            7.29          7.70             8.19           8.80            9.56            10.48
    75           80             7.42            7.81          8.28             8.86           9.58           10.48            11.60
    80           85              --             8.39          8.94             9.61          10.46           11.56            12.92
</TABLE>

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.



                                       19
<PAGE>


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

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                            120 MONTHS MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>           <C>              <C>            <C>              <C>             <C>  
    50           55            $4.10           $4.27         $4.42            $4.56          $4.68            $4.77           $4.83
    55           60             4.21            4.42          4.64             4.84           5.02             5.16            5.26
    60           65             4.30            4.56          4.84             5.12           5.38             5.61            5.78
    65           70             4.37            4.68          5.02             5.38           5.76             6.10            6.37
    70           75             4.42            4.77          5.16             5.61           6.10             6.58            7.00
    75           80             4.46            4.83          5.26             5.78           6.37             7.00            7.58
    80           85             -               4.86          5.33             5.88           6.55             7.29            8.02
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                            120 MONTHS MINIMUM PERIOD

<TABLE>
<CAPTION>
         Age of                                                         Age of Annuitant
         Second
       Annuitant             Male 45         Male 50        Male 55         Male 60         Male 65         Male 70         Male 75
   Male        Female       Female 50       Female 55      Female 60       Female 65       Female 70       Female 75
   ----        ------       ---------       ---------      ---------       ---------       ---------       ---------        -------
<S>              <C>           <C>             <C>            <C>             <C>            <C>              <C>             <C>  
    50           55            $5.00           $5.15          $5.30           $5.43          $5.55            $5.64           $5.71
    55           60             5.10            5.30           5.50            5.69           5.87             6.01            6.12
    60           65             5.19            5.43           5.69            5.96           6.21             6.44            6.61
    65           70             5.27            5.55           5.87            6.21           6.57             6.90            7.17
    70           75             5.32            5.64           6.01            6.44           6.90             7.37            7.78
    75           80             5.36            5.71           6.12            6.61           7.17             7.78            8.34
    80           85             -               5.75           6.19            6.72           7.35             8.06            8.76
</TABLE>

    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.




                                       20
<PAGE>


5.     Special Terms Under Annuity Options

       (a)    When payments start, the age of the Annuitant plus the number of
              years for which payments are guaranteed must not exceed 95.

       (b)    The present value of the payments to the Annuitant when payments
              start shall be more than 50% of the present value of the payments
              to be made to all payees; this restriction does not apply if
              Option 5 is chosen and the second Annuitant is the spouse of the
              Annuitant.

6.     Other Terms of Annuity Options

       No choice of any Annuity Option may be made if the first payment would be
       less than $20 or if the total payments in a year would be less than $100.

       Age, where used in the above tables, means age nearest birthday on the
       date of the first payment. The tables for Options 4 and 5 use the Annuity
       table for 1949 with:

       (a)    a 1 year age reduction for males; and
       (b)    a 6 year age reduction for females.

       If Fixed Annuity Options 3, 4, or 5 are chosen and Aetna's current
       applicable rates at that time are larger than the rates above, the larger
       payment will be made.

7.     Death of Annuitant/Beneficiary

       When an Annuitant dies while payments are being made under an Annuity
       Option, payments will be continued to the beneficiary as provided by the
       option. If no beneficiary is living, the present value of any remaining
       payments will be paid in one sum to the estate of the Annuitant. The
       present value will assume the same interest rate that was used when the
       first payment was made.

       When a beneficiary dies while a sum is held at interest, the amount held
       will be paid in one sum to the estate of the beneficiary. When a
       beneficiary dies while payments are being made under an Annuity Option,
       the present value of any remaining payments will be paid in one sum to
       the estate of the beneficiary. The present value will assume the same
       interest rate that was used when the first payment was made.



                                       21
<PAGE>



[Aetna Logo]        Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-0123



             GROUP VARIABLE OR FIXED ANNUITY OR COMBINATION CONTRACT
                                NON-PARTICIPATING

               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
         ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.



                                       22
<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract or Certificate is hereby endorsed as follows:

Payments under any life Annuity Option in this Contract or Certificate; which is
elected on or after the effective date of this endorsement, will be determined
without regard to the sex of the Annuitant(s). Any such payments will be based
solely on the age of the Annuitant(s) (as determined by the Contract or
Certificate); using the most favorable rate for that age under the benefit
elected.

If a larger payment would result by a female Annuitant using the rates shown in
the Contract or Certificate for a male, the larger payment will be made.

Endorsed and made a part of the Contract or Certificate effective August 1,
1983.



                                                     /s/ William O. Bailey
                                                     President


<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

Aetna hereby endorses this Contract to allow the transfer of Reserves out of the
General Account. Such transfers will be:

(1)    a minimum of 10% of the General Account funds held in the Participant's
       Individual Account;

(2)    without deduction of any charge; and

(3)    to any of the Fund(s) or the Guaranteed Accumulation Account;

(4)    allowed once during each calendar year;

(5)    prior to the election of an Annuity Option;

(6)    without affecting the rights of transfer now in the contract.

Aetna may, for temporary periods of time, allow any larger percentage to be
transferred.

The value of the Reserves held in the General Account, as used above, is the
value when the request is received at the Home Office of Aetna. References to
the General Account above shall not apply to the Guaranteed Accumulation
Account.

Endorsed and made a part of this Contract on the later of September 1, 1983 or
the Effective Date of this Contract.




                                       /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:

1.     The following sections a) and b) will apply to all Participants under
       this Contract.

       a)     Add to the Deposit, Reserve, and Surrender Provisions the
              following;

              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 Surrender Fee charged at the
              time of surrender on the amount being reinvested will be included
              in the reinstatement. 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 Separate Account in the same proportion as they were at the
              time of surrender. Any amounts 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.

       b)     Delete the paragraph under the section titled Transfer of
              Individual Account Reserves and add the following:

              Before an annuity option is elected, the Owner may transfer any
              portion of the Individual Account Reserves from any Fund to any
              other Fund, to the General Account, or to the GA Account's current
              Deposit Period. Any portion of the Individual Account Reserve in
              the GA Account may be transferred to any Fund or to the General
              Account. Transfers from the GA Account are subject to the
              Withdrawal and Market Value Adjustment provisions.

              Four transfers of Individual Account Reserves (excluding transfers
              from the GA Account at the end of a Guaranteed Term) can be made
              during a calendar year period. If additional transfers are
              allowed, each may be subject to a fee of up to $10.

2.     The following changes will not apply to Participants covered under the
       Contract before the effective date of this endorsement.

       (a)    Delete the paragraph titled Deductions From The Separate Account
              And The Funds on the Specifications page and add the following:

              Deductions from the Separate Account - There will be deductions
              for mortality and expense risks and administrative fees. If the
              dollar amount of Variable Annuity payments are not to decrease,
              Aetna must earn a gross return on the assets of the Separate
              Account of:

                                       1
<PAGE>


       [bullet]     4.75% on an annual basis, plus an annual return of up to
                    .25% needed to offset the administrative charge set at the
                    time annuity payments commenced, if an Assumed Annual Net
                    Return Rate of 3.5% is chosen; or,

       [bullet]     6.25% on an annual basis plus an annual return of up to .25%
                    needed to offset the administrative charges set at the time
                    annuity payments commenced, if an Assumed Annual Net Return
                    Rate of 5% is chosen.

       (b)    Delete the paragraph under the section titled Investment Increment
              Factors - Separate Account and insert the following:

              Investment Increment Factors are those items used to determine a
              Fund's Net Return Factor for each valuation period. The Net Return
              Factors are used to 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 rate of 1.25% for
                    annuity mortality and expense risks and profit; and a daily
                    administrative charge which will not exceed .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.

              The administrative charge may be changed annually except for
              amounts which have been used to purchase an annuity. This charge
              will not exceed .25%.

c)     Under the section titled Fund(s) Annuity Unit Value - Separate Account,
       delete the last paragraph and add the following:

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

                                       2

<PAGE>

d)     Under the section titled Annuity Options, add the following sentence to
       Option 2:

       This option may only be elected as a Fixed Annuity.

e)     Add as a final paragraph to the section titled Annuity Options, the
       following:

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

Endorsed and made a part of this Contract effective May 1, 1984.


                                                          /s/ William O. Bailey
                                                          President

                                       3
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is endorsed to allow for the election of a loan subject to the
following conditions:

A.     Add to the end of the Section 3 entitled Control of Contract and
       Individual Accounts under GENERAL PROVISIONS the following sentence:

       In the event a loan against an Individual Account is requested, however,
       the value of the Individual Account necessary to cover the loan amount
       plus interest must be assigned to Aetna.

B.     Add to the DEPOSIT, RESERVE, AND SURRENDER PROVISIONS the following
       provision:

       14. Loan Value: Each Participant, before an annuity option is elected,
       may borrow from their Individual Account Reserve according to the terms
       specified below:

       (a)    Requesting A Loan: The request must be in writing in a form
              acceptable to Aetna and must assign to Aetna that portion of their
              Individual Account Reserve necessary to cover the loan amount plus
              interest. A loan may not be requested within 12 months of any
              prior loan request.

       (b)    Loan Amount: The amount of the loan must be greater than $5,000
              and, when added to the total of any prior loans outstanding, may
              not exceed the amount remaining in the Participant's Individual
              Account Reserve. The total amount of any outstanding loan(s) may
              not exceed $50,000. Loans can only be made from those amounts held
              in the Fund(s) and the Fixed Account. Loans may not be made
              against amounts held in the GA Account. If a Participant intends
              to request a loan against any portion of the GA Account, that
              portion of the GA Account must be transferred to any Fund(s) or to
              the Fixed Account. The transferred amount will be subject to the
              Withdrawals and Market Value Adjustment provisions.

              When a loan is made, an amount equal to the loan amount will be
              withdrawn from the Participant's Individual Account Reserve.
              Unless instructed otherwise, the amount withdrawn will be
              allocated on a pro-rata basis among the Fixed Account and the
              Fund(s).

       (c)    Loan Interest: Loan interest will accrue on a daily basis at an
              annual rate of 3%. Loan interest must be paid in full at least
              annually. The interest must be paid directly to Aetna by the
              Participant. If interest is not paid when due, the entire loan
              amount plus interest will be treated as a surrender under the
              terms of the Contract.

       (d)    Loan Repayment: The repayment of any portion of a loan will be
              allocated on a current basis among the Fund(s) and Fixed Account
              in the same proportion as when the loan was initially made.
              Repayment may be made at any time during the 5 years from the date
              the loan was first made. Any unpaid portion of a loan must be
              repaid at the end of the 5 years, upon election of an annuity
              option under this Contract, or upon full surrender of the
              Participant's Individual Account Reserve; whichever occurs first.
              Aetna may require all outstanding loans be paid if the value of a
              Participant's Individual Account Reserve falls below an amount
              equal to 25% of the total loans outstanding. Any loan and accrued
              interest not repaid will be treated as a surrender.

                                       1

<PAGE>

C.     Add to Section 7 - Individual Account Reserve, the following:

       (g)    and minus any amount withdrawn for a loan, if applicable.

D.     Add to Section 12 - Sum Payable at Death (Before Annuity Payments Start),
       the following:

       The Individual Account Reserve payable under the terms of this section
will be reduced by the amount of the accrued interest on any outstanding loan.

Endorsed and made a part of this Contract on the effective date of the Contract.




                                                     /s/ William O. Bailey
                                                     President

                                       2
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to include the following new provisions:

       During any calendar year, Aetna may be told to change the investment mix
       twelve times. Should Aetna allow additional changes, each may be subject
       to a fee of up to $10.

       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.

Endorsed and made a part of this Contract effective May 1, 1989.



                                       /s/ John J. Martin
                                       President
                                       Aetna Life Insurance and Annuity Company


<PAGE>




                    AETNA LIFE INSURANCE AND ANNUITY COMPANY

                                   ENDORSEMENT

This Contract is hereby endorsed to add the following new provision under
Surrender Value:

     No surrender fee is deducted:

[bullet] On and after the tenth anniversary of the Effective Date of the
         Individual Account; or

[bullet] From any portion of the Active Life Fund which is paid when the
         Individual Account Cash Value is $2,500 or less and no surrenders have
         been taken from the Individual Account within the prior 12 months. If
         there is more than one Individual Account under the Contract for a
         Participant, then this provision will only apply when the total in all
         of the Participant's Individual Accounts is $2,500 or less.

Endorsed and made a part of this Contract on May 1, 1989 or the Effective Date
of the Contract whichever is later.



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


<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to delete the previous Guaranteed Accumulation
Account (GA Account) Endorsement and replace it with the following:

Add to the GENERAL DEFINITIONS Section of the Contract the following paragraphs:

       Maturity Date: The last day of a GA Account Term.

       Matured Term Value: The amount payable on a GA Account Term's Maturity
       Date.

       Nonunitized Separate Account: An account set up by Aetna under Tile 38,
       Sec. 38-154a, of the Connecticut General Statutes, which is used to hold
       assets for GA Account Terms greater than three years. The Owner or
       Participant, as applicable, does not participate in the investment gain
       or loss from the assets held in the GA Account.

The Guaranteed Accumulation Account (GA Account) is amended and restated as
follows:

       The GA Account guarantees stipulated rates of interest for stated periods
       of time (see (1) and (3) below). Amounts withdrawn before the end of a
       Guaranteed Term may be subject to a Market Value Adjustment (MVA) (see
       (7) below).

(1)    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.

(2)    Guaranteed Term (Term) - The period of time for which interest rates are
       guaranteed on Net Purchase Payment(s) and on transfers made into a
       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.

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

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

       (b)    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 Owner 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 Owner. At least one
       Term in the Short Term Classification will be available each Deposit
       Period.

                                       1
<PAGE>

(4)    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 4%.

       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.

(5)    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 (7) below).

       Full and partial surrenders are satisfied by withdrawing amounts from
       each of 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 Owner or Participant, as applicable, 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. Any withdrawal which is a surrender will be subject to the
       Maintenance Fee and Surrender Fee as appropriate. Also, 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 (9) below). Amounts transferred prior to the Maturity Date of a Term
       are subject to an MVA (see (7) 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:

       (a)    A full or partial surrender;

       (b)    A payment of a premium for an Annuity Option; or

       (c)    The Sum Payable at Death provision.

(6)    Maturity Date/Reinvestment - For all GA Account Term(s) existing as of
       the effective date of this endorsement in addition to GA Account Term(s)
       announced subsequent to that date, the Owner 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 a 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
       Owner or Participant, as applicable, prior to the 

                                       2
<PAGE>

       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
       Date, the Owner or Participant, as applicable, will be mailed a
       confirmation statement. This statement will state the Terms and
       Guaranteed Rates 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 (5)
       and (7). 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 Owner 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 Owner or Participant, as applicable,
       during this period for any Matured Term Value. The Matured Term Value
       plus any interest accrued thereon may be transferred upon such request
       without an MVA:

       (a)    To any other Terms of the GA Account available in the current
              Deposit Period; or

       (b)    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.

       If this Contract is issued under a Tax Deferred Annuity Plan (see
       Specifications page) the above notice will be sent to the Participant(s).

(7)    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:

       (a)    A transfer;

       (b)    A full or partial surrender; or

       (c)    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.




                                       3
<PAGE>


       The market value adjusted amount 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 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:

[bullet] 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.

[bullet] 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
date of death of the Participant under the Sum Payable at Death provision will
be the greater of:

[bullet] 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

[bullet] 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.

                                       4
<PAGE>

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

(8)    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 Owner 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.

(9)    Before an Annuity Option is elected, all or any portion of the Current
       Value may be transferred from any Fund or GA Account:

       (a)    To any other allowable Fund;

       (b)    To the Fixed Account; or

       (c)    To Terms of the GA Account available in the 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 (see (6)).

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

       Transfers from Terms of the GA Account are subject to the Withdrawal and
       MVA provisions (see (5) and (7)).

       Twelve transfers of Current Value can be made during a calendar year
       period. The Transfer of any portion of the GA Account value at the
       Maturity Date of a Term is not counted for this purpose. Aetna may allow
       additional transfers, but each may be subject to a fee of up to $10.

Endorsed and made a part of this Contract on May 1, 1991 or the effective date
of the Contract whichever is later.




                                       /s/ John J. Martin
                                       President
                                       Aetna Life Insurance and Annuity Company



                                       5
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to allow for the election of a loan as follows:

Add to the DEPOSIT, RESERVE, AND SURRENDER PROVISIONS the following provision:

14.    Loan Value - During the accumulation period, a Participant may request a
       loan from his or her Individual Account by submitting a loan request form
       to Aetna's Home Office. If a Participant is married, his or her spouse
       must consent in writing and in a form acceptable to Aetna before the loan
       will be made. For Tax Deferred Annuity Contracts governed by The Employee
       Retirement Income Security Act Title I (ERISA), the loan request must be
       accompanied by the appropriate waiver and spousal consent form. A loan
       will not be allowed within 12 months from the date of any prior loan. The
       Loan Effective Date will be the date the Home Office receives the loan
       request form and spousal consent, if necessary, in good order. All loans
       subject to the following conditions:

       (a)    The minimum vested Individual Account Reserve value must be
              $2,000. The loan amount must be at least $ 1,000. The loan amount
              may not exceed the lesser of:

              (a)   50% of the vested Individual Account Reserve value reduced
                    by any outstanding loan balance(s) on the date on which the
                    loan is made; or

              (b)   $50,000 reduced by the highest outstanding balance(s) of
                    loans, during the preceding 12 months ending the day before
                    the current loan is made.

       (b)    The values in the Fund(s), Fixed Account, GA Account and GET Fund
              are included in determining the Individual Account Reserve value
              for purposes of paragraph (a). However, only amounts in the
              Fund(s) and Fixed Account are available for making the actual
              loan. If a Participant intends to request a loan in excess of the
              Reserve value of the Fund(s) and the Fixed Account in the
              Individual Account, the excess amount must first be transferred
              from the GA Account, or GET Fund to any other Fund(s) or to the
              Fixed Account. Amounts transferred from the GA Account will be
              subject to the GA Account withdrawal and Market Value Adjustment
              (MVA) provisions. Amounts transferred from the GET Fund prior to
              the maturity date will be at the then applicable GET Fund Unit
              Value.

              Aetna reserves the right to restrict or limit the amount that may
              be loaned from any investment option at any time.

              When a loan is made, the number of accumulation units equal to the
              loan amount will be withdrawn from the Individual Account. The
              amount of the loan to be made will be withdrawn on a pro rata
              basis from the Fixed Account and from each of the Fund(s), except
              GET. Accumulation units withdrawn from an Individual Account to
              provide a loan do not participate in the investment experience of
              the investment options from which they were withdrawn.

       (c)    On the first business day of each calendar month, Aetna will
              determine a Loan Interest Rate. This rate will be equal to Moody's
              Corporate Bond Yield Average-Monthly Average 

                                       1
<PAGE>

              Corporates as published by Moody's Investors Service, Inc. for the
              calendar month beginning two months before the date on which the
              new Loan Interest Rate is effective. The Loan Interest Rate for
              the calendar month in which the loan is effective will apply for
              one year from the Loan Effective Date. Annually on the anniversary
              of the Loan Effective Date, the rate will be adjusted to equal the
              Loan Interest Rate determined for the month in which the loan
              anniversary occurs.

       (d)    Principal and interest on loans must be amortized in quarterly
              installments over a 5 year term. If the Loan Interest Rate is
              adjusted, future repayments will be adjusted so that the
              outstanding loan balance is amortized in equal quarterly
              installments over the remaining term. A quarterly processing fee
              equal to .74% of the outstanding loan balance will be deducted
              from each repayment and retained by Aetna. The remainder of each
              repayment will be credited to the Individual Account. Repayment
              amounts credited to the Individual Account will be allocated among
              the same investment options and in the same proportions as amounts
              were withdrawn to make the loan.

       (e)    A bill in the amount of the quarterly repayment due will be mailed
              to the Participant in advance of the repayment due date. The
              repayment due date will be the first business day of the month in
              which the 7th calendar day after the loan effective date falls.
              The repayment will be in default if it is not received by Aetna at
              its Home Office before the end of the month in which the due date
              falls.

       (f)    If a repayment is in default, an amount equal to the repayment
              amount and any applicable deferred sales charge will be deducted
              from the Individual Account as a deemed partial surrender. The
              date of the surrender will be the first business day following the
              last day of the month in which the repayment was due. The
              surrendered amount will automatically be applied to make the
              repayment that is in default and will thereafter be subject to
              (d).

       (g)    If a repayment is received in excess of a billed amount, the
              excess will be applied towards the principal portion of the
              outstanding loan. Repayments received which are less than the
              billed amount will be returned to the Participant; therefore, the
              repayment will be in default and (f) will apply.

       (h)    Prepayment of the entire loan balance will be allowed. At the time
              of prepayment, Aetna will bill the Participant for any accrued
              Loan Interest, which will be applied in accordance with (d). Aetna
              will consider the loan paid when this amount is received.

       (i)    If an Individual Account is surrendered while there is an
              outstanding loan balance, accrued Loan Interest and any applicable
              deferred sales charge will be deducted from the Individual Account
              Reserve value.

       (j)    Upon the election of an Annuity Option or the Participant's death,
              the loan will be canceled resulting in a distribution of the
              outstanding loan balance. Accrued Loan Interest will be deducted
              from the Individual Account Current Value and this interest will
              then be treated as a quarterly repayment under (d).

                                       2
<PAGE>

       (k)    If the Participant's vested Individual Account Reserve value falls
              below an amount equal to 25% of the total loan(s) outstanding,
              Aetna reserves the right to require repayment of all outstanding
              loans.

Endorsed and made a part of the Contract effective



                                       3
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

Add the following new paragraph under the General Provisions, subsection
entitled Assignments or Control of Contract and Individual Accounts as follows:

       Amounts held under this Contract may be assigned or alienated only as
       allowed under Title 29 of the United States Code Annotated (USCA) Section
       1056(d), also known as Section 206(d) of the Employee Retirement Income
       Security Act. Aetna will follow the procedures in USCA Section 1056(d)
       and the regulations thereunder in complying with "qualified domestic
       relations orders."

Add to the Contributions, Valuation and Discontinuance Contributions portion or
the Deposit, Reserve and Surrender Provision portion of the Contract the
following new conditions:

       Designation of Beneficiary: Each Owner shall name a beneficiary. An
       unmarried Owner may designate a beneficiary of his or her entire
       Individual Account if it is accompanied by a consent form which certifies
       that he or she is unmarried.

       For a married Owner, the spouse must be the beneficiary of 50% of his or
       her Individual Account (Qualified Pre-retirement Survivor Annuity,
       "QPSA"). Provided, however, if the Owner has attained age 35, he or she
       may select an alternate beneficiary for the QPSA if the appropriate
       waiver/spousal consent form is submitted to Aetna. For the balance of the
       Individual Account, a married Owner may name any beneficiary without
       obtaining spousal consent.

       Upon the death of a married Owner, Aetna will disregard the beneficiary
       named for the QPSA and treat the current spouse as the beneficiary if the
       current spouse did not consent to the waiver of the QPSA.

       At the discretion of Aetna, a full surrender may be allowed without
       spousal consent if the Reserve Value is $3,500 or less.

       Sum Payable at Death - The Current Value payable under the terms of this
       section will be reduced by the amount of the accrued interest on any
       outstanding loan. Aetna will pay the Current Value to the beneficiary
       when:

       (1)    The Owner dies before Annuity payments start; and

       (2)    The notice of death is received in good order by Aetna

       The sum payable will be the Current Value on the date when the notice is
       received. The beneficiary may choose to apply any sum under an Annuity
       Option (see Annuity Provisions), subject to any other terms and
       conditions of this Contract, or to receive a lump sum payment.


                                       1
<PAGE>

If the beneficiary is the surviving spouse, the first Annuity payment or the
lump sum payment may be deferred to a date not later than when the Owner 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
Owner's death or be paid to the beneficiary within 5 years of the Owner's death
(see Part IV). In no event may payments to any beneficiary under an Annuity
Option extend beyond the life of the beneficiary or any period certain greater
than the beneficiary's life expectancy. If no beneficiary exists, the payment
will be made to the estate of the Owner.

Spousal Consent - If an Owner is married, his or her spouse must consent in
writing in a form acceptable to Aetna to any request for a partial or full
surrender. For an unmarried Owner, a completed spousal consent form must be
submitted with any request for a partial or full surrender certifying that he or
she is unmarried. This consent must be given within the 90 day period before the
partial or full surrender is to be made.

At the discretion of Aetna, a full surrender may be allowed without spousal
consent if the Current Value is $3,500 or less.

Termination/Surrender Restrictions: Limitations apply to full and partial
surrenders of the Restricted Amount from this Contract, as required by Code
Section 403(b)(11). The Restricted Amount is the sum of:

(a)    Net Purchase Payments attributable to Owner salary reduction
       contributions made on and after January 1, 1989; plus

(b)    The net increase, if any, in the Current Value of the Owner's Individual
       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 Owner has reached age 59-1/2;

(b)    The Owner has separated from service;

(c)    The Owner has died;

(d)    The Owner 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 Owner incurs a
       "hardship" as that term is defined in the Code or regulations under
       403(b). However, the amount available for hardship is limited to the
       lesser of the amount necessary to satisfy the need, or the Net Purchase
       Payments attributable to Owner salary reduction contributions made on and
       after January 1, 1989.

       Aetna may require that the Owner certify and/or provide satisfactory
       proof that one of these conditions has been met before a surrender
       request will be considered to be in good order.

                                       2
<PAGE>

       The Owner or beneficiary must notify Aetna in writing when a lump sum
       payment is to be made or Annuity payments are to commence.

       Limitation on Contributions: The contributions made to an Owner's
       Individual 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 contributions 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.

       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 Owner attains age 70-1/2. However, for an Owner who attained
       age 70 1/2 before January 1, 1988, the distribution of such benefits must
       be made or must begin not later than the April 1 of the calendar year
       following the calendar year in which the Owner retires.

       The above does not apply if the Contract Owner is a governmental entity
       or a church. For such an employer, the distribution of benefits accrued
       after December 31, 1986, must be made or must begin not later than the
       April 1 of the calendar year following the calendar year in which the
       Owner 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 Owner (or the joint lives of the Owner and
       beneficiary) or over a period not exceeding the life expectancy of the
       Owner (or the joint fife expectancies of the Owner and the beneficiary).

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

Endorsed and made a part of the Contract effective on October 15, 1990 or the
effective date of the Contract whichever is later.


                                       /s/ G. G. Benanav
                                       President
                                       Aetna Life Insurance and Annuity Company


                                       3

<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

Add the following conditions to the Contributions, Valuation and Discontinuance
Contributions or the Deposit, Reserve and Surrender Provision portion of the
Contract:

       The following distribution options may be elected by the Owner.

       (a)    Estate Conservation Option (ECO): A distribution option under
              which a portion of the Individual Account Reserve 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
                    Owner attains age 70 1/2, and will be calculated on the full
                    Reserve Value of the Individual Account, except as provided
                    in b.

              b.    If Aetna maintains separate records of the value of the
                    account as of December 31, 1986, (see below), payments made
                    on or after the year in which the Owner attains age 75 will
                    only be calculated on amounts contributed after December 31,
                    1986, plus all interest credited after that date. The method
                    under this rule is only used upon election of the Owner and
                    will no longer be effective if the Owner submits a
                    withdrawal request in addition to a scheduled ECO payment
                    from the Individual Account, at which time ECO payments will
                    then be determined under a.

                    Aetna will maintain separate records, if the Owner has not
                    requested any withdrawals from his or her individual Account
                    since December 31, 1986. If a Owner attained age 70 1/2
                    prior to 1988 or is a Owner in a governmental or church Tax
                    Deferred Annuity (TDA) plan, the Owner must be retired in
                    order to qualify under b.

       (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 Reserve Value,
              including any current loan(s) outstanding, 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 Owner, 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 Owner or spouse dies, payments will be calculated based on
              the survivor's life expectancy.

                                       1
<PAGE>


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

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

       (5)    Elections and Revocation: ECO may be elected by the Owner by
              submitting a completed and signed election form to Aetna's Home
              Office. If the Contract Owner has notified Aetna that the TDA Plan
              is subject to Title I of the Employee Retirement Income Security
              Act of 1974 as amended, the Owner must also submit the appropriate
              joint and survivor annuity waiver and spousal consent form(s) to
              Aetna at its Home Office.

              Once elected, this option may be revoked by the Owner 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.

       (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 Reserve Value will automatically be
       surrendered and distributed each year.

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

       [bullet]     Specified Amount: Payments of a designated dollar amount
                    which must be no greater than 10% of the initial Reserve
                    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 Owner. The life expectancy factor for this
                    purpose will be the Owner'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 Reserve Value, including any current
                    loan(s) outstanding, 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

       [bullet]     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

                                       2


<PAGE>

                    specified period will be limited by the Code minimum
                    distribution rules. The annual amount paid each year is
                    calculated by dividing the Individual Account Reserve Value
                    as of December 31 of the prior year, including any
                    outstanding loan(s), by the number of payment years
                    remaining.

The life expectancy factor is either the single life or joint life expectancy,
as elected by the Owner, 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 Owner 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 Owner's death will continue in
the manner described above, unless 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 Owner'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 Owner 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 Reserve Value: At its discretion, Aetna may require a
       minimum initial Reserve Value for election of this option. If after
       election of this option the Reserve Value is insufficient to make a
       scheduled SWO payment, Aetna will distribute the entire balance of the
       Individual Account.

(3)    Date of Distribution: The Owner shall specify the initial distribution
       date. The earliest date is the first day of the calendar year in which
       the Owner attains age 70-1/2.

       SWO payments will be made annually. Subsequent distributions will be made
       annually on June 15 or such other date Aetna may designate or allow.

(5)    Elections and Revocation: SWO may be elected by the Owner by submitting a
       completed and signed election form to Aetna's Home Office. If the
       Contract Owner has notified Aetna that the TDA Plan is subject to Title I
       of the Employee Retirement Income Security Act of 1974 as amended, the
       Owner must also submit the appropriate joint and survivor annuity waiver
       and spousal consent form(s) to Aetna at its Home Office.

       Once elected, this option may be revoked by the Owner 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.

(6)    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
<PAGE>


Endorsed and made a part of the Contract on October 15, 1990 or the effective
date of the Contract whichever is later.



                                       /s/ John J. Martin
                                       President
                                       Aetna Life Insurance and Annuity Company

                                       4
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

The following new condition is added to the Retirement Annuity Provisions or the
Annuity Provisions of the Contract as follows:

       Notice to Effect an Annuity/Choices to be Made - An Annuity Option may be
       elected by telling Aetna to pay all or any portion of the Individual
       Account Reserve (minus any premium tax) as a premium for an Annuity under
       Option 2, 3, or 4 (see 4.06). 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.

       Payment Commencement Date - Generally, the first Annuity payment must be
       made no later than the April 1 of the calendar year following the year in
       which the Owner turns age 70 1/2 or such later date as may be allowed
       under Federal law or regulations. In no event may any payments to the
       Annuitant under an Annuity Option extend beyond:

       (a)    The life of the Annuitant;

       (b)    The lives of the Annuitant and 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 beneficiary according to regulations under Code
              Section 401(a)(9), determined as of the date payments are to
              begin.

       For distributions taken in a lump sum, see Termination/Surrender
       Provision.

Add the following option to Retirement Annuity Provisions or Annuity Provisions
as Option 5 subsection (d),(e) or Option E as follows:

       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.

                                       1
<PAGE>


                                    OPTION 5
                           LIFE INCOME FOR TWO PAYEES

                  JOINT AND 1/2 CONTINGENT LIFE INCOME ANNUITY
                                NO MINIMUM PERIOD

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

                             Age of Second Annuitant

<TABLE>
<CAPTION>
    Age of
   Annuitant        45        50         55        60         65         70        75         80        85
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $3.86     $3.89      $3.93      $3.94     $3.96      $3.97      $3.98     $3.98      $3.98
      50            4.02      4.10       4.15       4.18      4.21       4.23       4.24      4.25       4.26
      55            4.22      4.31       4.42       4.48      4.53       4.57       4.59      4.61       4.61
      60            4.43      4.56       4.70       4.84      4.93       4.99       5.04      5.07       5.09
      65            4.69      4.84       5.02       5.22      5.42       5.54       5.63      5.69       5.73
      70            4.99      5.17       5.39       5.65      5.93       6.23       6.40      6.52       6.60
      75            5.33      5.54       5.82       6.14      6.52       6.95       7.40      7.64       7.81
      80            5.70      5.96       6.29       6.69      7.17       7.75       8.41      9.08       9.45
      85            6.07      6.38       6.75       7.24      7.84       8.59       9.49     10.51      11.50
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                             Age of Second Annuitant

<TABLE>
<CAPTION>
    Age of
   Annuitant        45        50         55        60         65         70        75         80        85
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.80     $4.83      $4.86      $4.88     $4.89      $4.90      $4.91     $4.92      $4.92
      50            4.95      5.02       5.06       5.10      5.13       5.15       5.16      5.17       5.18
      55            5.14      5.23       5.32       5.38      5.43       5.46       5.49      5.51       5.52
      60            5.36      5.47       5.59       5.72      5.80       5.86       5.91      5.95       5.97
      65            5.63      5.77       5.93       6.10      6.29       6.41       6.50      6.56       6.60
      70            5.96      6.12       6.31       6.54      6.81       7.08       7.25      7.37       7.46
      75            6.35      6.54       6.77       7.06      7.42       7.81       8.25      8.49       8.66
      80            6.79      7.01       7.30       7.66      8.11       8.65       9.28      9.93      10.29
      85            7.26      7.53       7.86       8.29      8.85       9.55      10.41     11.39      12.37
</TABLE>

These Annuity rates are based on mortality from 1983 Table a.



<PAGE>


Endorsed and made a part of the Contract effective October 15, 1990 or the
effective date of the Contract whichever is later.



                                       /s/ John J. Martin
                                       President
                                       Aetna Life Insurance and Annuity Company

                                       3
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

The definition of Separate Account under the Definition of Certain Terms or
General Definitions section of the contract is hereby amended to read as
follows:

       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.

Endorsed and made a part of the Contract.



                                               /s/ Edmund F. Kelly
                                               President
                                               Aetna Life Insurance and Annuity

<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

The Contract is hereby endorsed.

The term Valuation Period under Definitions is amended to read as 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 Contract.





                                       /s/ G. G. Benanav
                                       President
                                       Aetna Life Insurance and Annuity Company


<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

The Contract section entitled Definitions is amended 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. Unless specifically indicated
       otherwise in this Contract, all references to Fund(s) in this Contract
       shall include each series of GET Fund.

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

       At its discretion, Aetna may allow additional amounts 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 Stipulated Payment amount for each series prior to the beginning
       of the Allocation 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 Owner 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
       Owner will have 45 calendar days from the end of the Allocation Period to
       transfer the Current Value of the canceled 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 canceled 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 Net Stipulated 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 of GET Fund. If no GET Fund Series
       is available, 50% of the Current Value from that GET Fund series will be
       transferred to Aetna Variable Fund, a growth and income fund. The
       remaining 50% of 

                                       1
<PAGE>

       the Current Value will be transferred to Aetna Income Shares, a bond
       fund. The transfers will be made during 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 Allocation Period for that
       series begins.

       Guarantee: Aetna guarantees that on a series' 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. This 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 Net Investment Factor or Investment Increment
Factors - Separate Account is amended to add the following:

       The Net Return Factor for GET Fund is equal to 1.0000000 plus the Net
       Return Rate. The Net Return Rate for each series of GET Fund,
       notwithstanding any other provision of this Contract, is equal to:

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

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

       (iii)  The proportional share of taxes (or reserves for taxes) on the
              Separate Account (if any); divided by

       (iv)   The total value of the GET Fund Record Units of the Separate
              Account for that series at the start of the Valuation Period;
              minus

       (v)    A daily actuarial deduction at an annual rate of 1.25% for annuity
              mortality and expense risks and profit; minus

       (vi)   A daily deduction at an annual rate of 0.25% during the Guaranteed
              Period for Aetna's guarantee of GET Fund Record Unit Values. This
              deduction will be determined prior to the start of any series of
              GET Fund's Allocation Period; and

       (vii)  A daily administrative deduction which will not exceed 0.25% on an
              annual basis.

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

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


                                       2

<PAGE>

The Contract section entitled Transfer is amended 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 Fund Record Unit Value, which may be
       more or less than the Record Unit Value guaranteed at the GET Fund
       Maturity Date.

The Contract section entitled Termination Benefit or Reinstatement is amended to
include the following paragraph at the end of this Provision:

       Amounts attributable to GET will be reinstated to the Allocation Period
       of a GET series, if available. If a GET series Allocation Period is
       unavailable, amounts will be reallocated among other Fund(s), the General
       Account and the GA Account, (if applicable), on a prorata basis.

The Contract section entitled Options Available to Beneficiary/Annuitant or
Choices to be Made is amended to include the following paragraph at the end of
this provision:

       Contract values based on any GET Fund series must be transferred to
another accumulation option prior to election of an Annuity Option.

Endorsed and made a part of this Contract on the effective date of the Contract.



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

                                       3


                    Aetna Life Insurance and Annuity Company

                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-2131

                               Herein called Aetna

Agrees to pay the benefits stated in this Contract.

1.06     General Account..................................................
1.07.    Purchase Payment(s)..............................................
1.08.    Separate Accounts................................................
1.09.    Valuation Period.................................................
1.10.    Variable Annuity.................................................

                             II. GENERAL PROVISIONS

2.01.    Change of Contract...............................................
2.02.    Change of Fund(s)................................................
2.03.    Non-Participating Contract.......................................
2.04.    Payments.........................................................
2.05.    State Laws.......................................................
2.06.    Control of Contract..............................................
2.07.    Designation of Beneficiary.......................................
2.08.    Misstatements and Adjustments....................................
2.09.    Incontestability.................................................

THE VARIABLE FEATURES OF THIS 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 cash value of any funds allocated to the Separate Accounts.

This page, the following pages, and the application make up the entire Contract.

Signed at the Home Office on the Effective Date.

     /s/ George N. Gingold                                /s/ John J. Martin
           Secretary                                           President

           INDIVIDUAL VARIABLE, FIXED, OR COMBINATION ANNUITY CONTRACT
                                NON-PARTICIPATING

               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
         ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.



                                       1
<PAGE>


                                TABLE OF CONTENTS
                             I. GENERAL DEFINITIONS

                                                                         Page

1.01.   Annuitant...........................................................4
1.02.   Annuity.............................................................4
1.03.   Fixed Account.......................................................4
1.04.   Fixed Annuity.......................................................4
1.05.   Fund(s).............................................................4
1.06.   General Account.....................................................4
1.07.   Purchase Payments...................................................4
1.08.   Separate Accounts...................................................4
1.09.   Valuation Period....................................................4
1.10.   Variable Annuity....................................................4

                             II. GENERAL PROVISIONS

2.01.   Change of Contract..................................................5
2.02.   Change of Fund(s)...................................................5
2.03.   Non-Participating Contract..........................................5
2.04.   Payments............................................................5
2.05.   State Laws..........................................................6
2.06.   Control of Contract.................................................6
2.07.   Designation of Beneficiary..........................................6
2.08.   Misstatements and Adjustments.......................................6
2.09.   Incontestability....................................................6
2.10.   Grace Period........................................................6

          III. PURCHASE PAYMENT, CURRENT VALUE AND SURRENDER PROVISIONS

3.01.   Net Purchase Payment(s):............................................7
3.02.   Guaranteed Interest Rate - Fixed Account............................7
3.03.   Maintenance Fee.....................................................7
3.04.   Fund(s) Record Units - Separate Account.............................7
3.05.   Net Return Factor(s) - Separate Account.............................7
3.06.   Fund(s) Record Unit Value - Separate Account........................8
3 07    Current Value.......................................................8
3.08.   Transfer of Current Value from the Funds............................8
3.09.   Transfer of Current Value from the Fixed Account....................8
3.10.   Notice to the Contract Holder.......................................9
3.11    Sum Payable at Death (Before Annuity Payments Start):...............9
3.12.   Surrender Value.....................................................9
3.13.   Payment of Surrender Value..........................................9
3.14.   Reinstatement.......................................................9




                                       2
<PAGE>



                             IV. ANNUITY PROVISIONS

4.01.   Choices to be Made.................................................10
4.02.   Terms of Annuity Options...........................................10
4.03.   Death of Annuitant/Beneficiary.....................................11
4.04.   Fund(s) Annuity Units - Separate Account...........................11
4.05.   Fund(s) Annuity Unit Value - Separate Account......................11
4.06.   Annuity Options....................................................12

                              V. SPECIAL PROVISIONS

5.01    Deferred Compensation Plan.........................................23
5.02.   Pension or Profit Sharing Plan.....................................24
5.03.   Individual Retirement Annuity Plan (IRA)...........................24
5.04.   Tax Deferred Annuity Plan..........................................26
5.05.   Individual Annuity Plan............................................26

                                VI. FEE SCHEDULE

6.01.   Maintenance Fee....................................................28
6.02.   Surrender Fee......................................................28
6.03.   Table of Minimum Values - Fixed Account:...........................28



                                       3
<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 amount; or,

       (c)    for some mix 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 Accounts.

1.07.  Purchase Payments - Payments made to Aetna.

1.08.  Separate Accounts - Accounts set up by Aetna under the Connecticut
       Insurance Laws which purchase shares of the Fund(s).

1.09.  Valuation Period (Period) - The period of time from the end of one
       business day on the New York Stock Exchange to the end of the next
       business day.

1.10.  Variable Annuity - An Annuity with payments which vary with the net
       investment results of a Separate Account.



                                       4
<PAGE>


       II. GENERAL PROVISIONS




2.01.  Change of Contract: Only an authorized officer of Aetna may change the
       terms of this Contract. Aetna will notify the Contract Holder in writing
       at least 30 days before the effective date of any change. Any change will
       not affect the amount or terms of any Annuity which begins before the
       change. The following provisions of this Contract will not be changed:

       (a)    Net Purchase Payment(s);

       (b)    Guaranteed Interest Rate - Fixed Account;

       (c)    Net Return Factor(s) - Separate Account;

       (d)    Current Value;

       (e)    Surrender Value;

       (f)    Fund(s) Annuity Unit Value - Separate Account;

       (g)    Annuity Options;

       (h)    Fixed Annuity minimum interest rate;

       (i)    Maximum transfer, maintenance or surrender fees.

       This Contract may also be changed as required by federal or state law.

2.02.  Change of Fund(s): Aetna, or the Separate Account and the Fund(s), 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).

       Changes must be:

       (1)    approved by a majority vote of persons having an interest in the
              Separate Account and the Fund(s); or

       (2)    deemed necessary by Aetna under the Investment Company Act of
              1940; or

       (3)    deemed necessary by Aetna to accomplish the purpose of the
              Separate Account.

       Aetna will notify the Contract Holder of any change.

2.03.  Non-Participating Contract: The Contract Holder, Annuitant, or
       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
       3.13.




                                       5
<PAGE>


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: See Part V.

2.07.  Designation of Beneficiary: See Part V. The beneficiary may be changed at
       any time.

2.08.  Misstatements and Adjustments: If Aetna finds the age, or any other
       relevant facts to 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.



                                       6
<PAGE>



       III.    PURCHASE PAYMENT, CURRENT VALUE AND SURRENDER PROVISIONS





3.01.    Net Purchase Payment(s): The actual Purchase Payment less any premium
         tax. As a rule, Aetna will deduct the premium tax when Annuity benefits
         are purchased (see Part IV). If Aetna determines that it must pay a
         premium tax when Purchase Payments are received or at any other time,
         it will deduct the tax at that time.

         The Net Purchase Payment(s) will be credited to:

         (a)     the Fixed Account;

         (b)     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, Aetna may be told to change the investment
         mix four times if more than one Purchase Payment is made. If additional
         changes are allowed, each may be subject to a fee of up to $10.

3.02.    Guaranteed Interest Rate - Fixed Account: On any Purchase Payment(s)
         made to the Fixed Account, Aetna will add interest daily at any annual
         rate no less than 4%. Aetna may add interest daily at any higher rate
         determined by its Board of Directors.

3.03.    Maintenance Fee: See Part V.

3.04.    Fund(s) Record Units - Separate Account: The portion of the Net
         Purchase Payment(s) applied to the Separate Account will determine the
         number of Fund(s) Record Units. This number is equal to a Net Purchase
         Payment divided by the Fund(s) Record Unit Value (see 3.06) for the
         Valuation Period in which the Purchase Payment is received in good
         order.

3.05.    Net Return Factor(s) - Separate Account:

         The Net Return Factors are used to 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 (see 3.06 and 4.05) at the start of the
                 Valuation Period; minus

         (e)     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 .25% on an annual
                 basis.

                                       7
<PAGE>

         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.

         The administrative charge may be changed annually except for amounts
         which have been used to purchase an annuity. This charge will not
         exceed .25%.

3.06.    Fund(s) Record Unit Value - Separate Account: The Fund(s) Record Unit
         Value is 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 the Fund(s) Record Units, Separate Account
         assets, and Variable Annuity payments may go up or down due to
         investment gain or loss.

3.07.    Current Value:  The Current Value (of this Contract) is equal to:

         (a)     Any amounts in the Fixed Account, including Fixed Account
                 interest added by Aetna; plus

         (b)     The sum of any Separate Account Record Unit value(s); less

         (c)     Any Maintenance Fee(s) due.

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

3.08.    Transfer of Current Value from the Funds: Before an annuity option is
         elected, all or any portion of the Current Value may be transferred
         from any Fund to any other Fund or to the Fixed Account.

         Four transfers of Current Value can be made during a calendar year
         period. If additional transfers are allowed, each may be subject to a
         fee of up to $10.

3.09.    Transfer of Current Value from the Fixed Account: 10% of the Current
         Value held in the Fixed Account may be transferred to any Fund(s). Such
         transfer will be:

         (a)     without charge;

         (b)     allowed once per calendar year;

         (c)     not allowed under an annuity option.

         Aetna may, on a temporary basis, allow any larger percent to be
         transferred.

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

3.10.    Notice to the Contract Holder: Aetna will notify the Contract Holder
         each year of:

         (a)     The value of any amounts held in:

                 (1)     the Fixed Account; and

                 (2)     the Fund(s) for the Separate Account; and

         (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.

3.11.    Sum Payable at Death (Before Annuity Payments Start):  See Part V.

                                       8
<PAGE>

3.12.    Surrender Value: See Part V.

3.13.    Payment of Surrender Value: Under certain emergency conditions, Aetna
         may defer payment:

         (a)     for a period of up to 6 months (unless not allowed by state
                 law); and

         (b)     as provided by federal law.

         Aetna may pay any Fixed Account surrender value with interest in equal
         payments over a period not to exceed 60 months when the amount held in
         the Fixed Account under this Contract exceeds $500,000. This will apply
         only if the sum of the amounts surrendered within the past 12 months
         exceeds 20% of such Fixed Account amount.

         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
         4%.

3.14.    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 Maintenance Fee and Surrender Fee charged at the
         time of surrender on the amount being reinvested will be included in
         the reinstatement. Amounts will be reinstated among the Fixed Account
         and Separate Account in the same proportion as they were at the time of
         surrender. 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 Maintenance Fee which falls due after the surrender and before the
         reinstatement will be deducted from the amount reinstated.

         Reinstatement is permitted only once.



                                       9
<PAGE>



         IV.     ANNUITY PROVISIONS


4.01.    Choices to be Made: An Annuity Option may be elected 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, 4 or 5 (see 4.06). The
         first Annuity payment must generally be made no later than the first
         day of the month following the Annuitant's 75th birthday. If this
         Contract is issued under an IRA (see Specifications page), the first
         Annuity payment must be made not later than December 31 of the year the
         Annuitant attains age 70-1/2. Aetna may be told to make the first
         Annuity payment during any prior month.

         When an Option is chosen, Aetna must also be told whether payments are
         to be made other than monthly and (except for Option 2) to pay:

         (a)     a Fixed Annuity using the General Account; or

         (b)     a Variable Annuity using any of the Fund(s) made available by
                 Aetna for Annuity purposes; or

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

         If a Fixed Annuity is chosen, Aetna will add interest daily at an
         annual rate no less than 3.5%. 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%.

4.02.    Terms of Annuity Options:

         (a)     When payments start, the age of the Annuitant plus the number
                 of years for which payments are guaranteed must not exceed 95.

         (b)     The present value of the expected payments to the Annuitant
                 when payments start shall be more than 50% of the present value
                 of the total expected payments to be made; this restriction
                 does not apply if Option 5 is chosen and the second Annuitant
                 is the spouse of the Annuitant.

         (c)     No choice of any Annuity Option may be made if the first
                 payment would be less than $20 or if the total payments in a
                 year would be less than $100.

         (d)     If a Fixed Annuity under Option 3, 4 or 5 is chosen and a
                 larger payment would result from applying the surrender value
                 to a current Aetna single premium immediate annuity, Aetna will
                 make the larger payment.

         (e)     Age, where used in the following tables, means age on the
                 birthday closest to the date of the first payment.

         (f)     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 risk and
                 administrative fee charges if future Variable Annuity payments
                 are to remain level.

4.03.    Death of Annuitant/Beneficiary: When an Annuitant dies any remaining
         payments 


                                       10
<PAGE>

         will be continued to the beneficiary. If the beneficiary is not a
         person or persons, the present value of any remaining payments will be
         paid in one sum. If no beneficiary exists, the present value of any
         remaining payments will be paid in one sum to the estate of the
         Annuitant.

         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 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 - Separate Account: The number of Fund(s) Annuity
         Units is 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; times

         (c)     the payment rate for the Option chosen.

         Such amount, or portion, of the variable payment will be divided by the
         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
         Fund(s) Annuity Units. The number of Fund(s) Annuity Units remains
         fixed. Each future payment is equal to this number times the Fund(s)
         Annuity Unit Value on the tenth Valuation Period prior to the due date
         of the payment.

4.05.    Fund(s) Annuity Unit Value - Separate Account: For any Valuation Period
         the Fund(s) Annuity Unit Value is equal to:

         (a)     the Value for the previous Period; times

         (b)     the Net Return Factor(s) (see 3.05) for the Period; times

         (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 the 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:

  [bullet]       4.75% on an annual basis, plus an annual return of up to .25%
                 needed to offset the administrative charge set at the time
                 Annuity payments commenced, if an Assumed Annual Net Return
                 Rate of 3.5% is chosen; or,

  [bullet]       6.25% on an annual basis, plus an annual return of up to .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 Options:

         Option 1 - Payment of Interest on Sum Left with Aetna. This Option may
         be used only by the beneficiary when the Annuitant 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



                                       11
<PAGE>

         Account of Aetna at interest (see 4.01). 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 this Contract is issued under an IRA and the beneficiary elects that
         the full sum paid upon death is to be held under this Option, the
         beneficiary, if a spouse, must elect (a) or (b) above within 5 years
         after the death of the Annuitant. If the beneficiary is not a spouse,
         the beneficiary must tell Aetna to pay the full sum within 5 years
         after the death of the Annuitant.

         Option 2 - Payments of a Stated Dollar Amount - This Option may only be
         elected as a Fixed Annuity. An Annuity of a chosen amount will be paid
         until no funds are left. The payments to be made in a year must be
         greater than $65 for each $1,000 applied to this Option, but cannot
         exceed an amount which would deplete the funds in less than 3 years.
         During any year, Aetna reserves the right to make as a minimum payment
         an amount equal to 105% of the interest for that year.

         Option 3 - 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.
         If a withdrawal is requested within 3 years after the start of
         payments, it will be treated as a surrender (see Part V).

         Option 4 - 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 5 - 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.

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



                                       12
<PAGE>


                                    OPTION 3
                      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 3.5%; and
        Rates for a Variable Annuity with Assumed Net Return Rate of 3.5%


<TABLE>
<CAPTION>
     Years of           Amount of          Years of           Amount of        Years of            Amount of
     Payments           Payments           Payments           Payments         Payments             Payments
     --------           --------           --------           --------         --------             --------
<S>                      <C>                  <C>               <C>                <C>               <C>  
        3                $29.19               13                $7.94              22                $5.39
        4                 22.27               14                 7.49              23                 5.24
        5                 18.12               15                 7.10              24                 5.09
        6                 15.35               16                 6.76              25                 4.96
        7                 13.38               17                 6.47              26                 4.84
        8                 11.90               18                 6.20              27                 4.73
        9                 10.75               19                 5.97              28                 4.63
        10                 9.83               20                 5.75              29                 4.53
        11                 9.09               21                 5.56              30                 4.45
        12                 8.46
</TABLE>


         Rates for a Variable Annuity with Assumed Net Return Rate of 5%


<TABLE>
<CAPTION>
     Years of           Amount of          Years of           Amount of        Years of            Amount of
     Payments           Payments           Payments           Payments         Payments             Payments
     --------           --------           --------           --------         --------             --------
<S>                        <C>                <C>                 <C>              <C>                 <C>  
        3                  $29.80             13                  $8.64            22                  $6.17
        4                   22.89             14                   8.20            23                   6.02
        5                   18.74             15                   7.82            24                   5.88
        6                   15.99             16                   7.49            25                   5.76
        7                   14.02             17                   7.20            26                   5.65
        8                   12.56             18                   6.94            27                   5.54
        9                   11.42             19                   6.71            28                   5.45
        10                  10.51             20                   6.51            29                   5.36
        11                   9.77             21                   6.33            30                   5.28
        12                   9.16
</TABLE>



                                       13
<PAGE>


                                    OPTION 4
                                   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 3.5%; and
        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                None                    60                    120                   180                   240
   Annuitant     Male        Female      Male       Female      Male      Female      Male      Female      Male      Female
   ---------     ----        ------      ----       ------      ----      ------      ----      ------      ----      ------
<S>                 <C>       <C>          <C>         <C>        <C>       <C>        <C>        <C>         <C>       <C>  
      50            $4.56     $4.20        $4.55       $4.19      $4.51     $4.18      $4.45      $4.15       $4.36     $4.11
      51             4.64      4.26         4.62        4.25       4.58      4.24       4.51       4.21        4.42      4.16
      52             4.72      4.32         4.70        4.32       4.66      4.30       4.58       4.26        4.48      4.21
      53             4.80      4.39         4.79        4.38       4.74      4.36       4.65       4.32        4.53      4.27
      54             4.89      4.46         4.87        4.46       4.82      4.43       4.73       4.39        4.59      4.32

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

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

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

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

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

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



                                       14
<PAGE>


                                    OPTION 4
                                   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               None                    60                   120                  180                   240
   Annuitant     Male       Female      Male      Female      Male     Female      Male      Female      Male      Female
   ---------     ----       ------      ----      ------      ----     ------      ----      ------      ----      ------
<S>                <C>       <C>         <C>       <C>          <C>      <C>         <C>       <C>         <C>       <C>  
      50           $5.48     $5.12       $5.46     $5.11        $5.41    $5.09       $5.34     $5.06       $5.24     $5.01
      51            5.55      5.17        5.53      5.17         5.48     5.14        5.40      5.11        5.29      5.05
      52            5.63      5.23        5.61      5.23         5.55     5.20        5.46      5.16        5.34      5.10
      53            5.71      5.30        5.69      5.29         5.62     5.26        5.53      5.22        5.40      5.15
      54            5.80      5.37        5.77      5.36         5.70     5.33        5.60      5.27        5.45      5.20

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

      60            6.46      5.89        6.41      5.87         6.28     5.80        6.06      5.69        5.79      5.55
      61            6.60      6.00        6.55      5.97         6.39     5.90        6.15      5.77        5.85      5.61
      62            6.75      6.11        6.69      6.08         6.51     6.00        6.24      5.86        5.91      5.67
      63            6.91      6.23        6.84      6.20         6.64     6.10        6.33      5.95        5.96      5.73
      64            7.09      6.37        7.00      6.33         6.77     6.22        6.42      6.04        6.02      5.80

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

      70            8.41      7.39        8.21      7.30         7.67     7.04        6.97      6.64        6.28      6.15
      71            6.69      7.62        8.45      7.51         7.83     7.21        7.06      6.74        6.32      6.20
      72            8.99      7.86        8.70      7.73         8.00     7.38        7.14      6.85        6.35      6.25
      73            9.31      8.12        8.97      7.97         8.16     7.55        7.21      6.95        6.37      6.29
      74            9.65      8.41        9.26      8.23         8.33     7.73        7.29      7.04        6.39      6.33

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

Rates are based on mortality from 1983 Table a.

Rate for ages not shown will be provided on request and will be computed on a
basis consistent with the rates in the above tables.



                                       15
<PAGE>


                                    OPTION 5
                           LIFE INCOME FOR TWO PAYEES

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                                NO MINIMUM PERIOD

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

                             Age of Female Annuitant

<TABLE>
<CAPTION>
    Age of
Male Annuitant      45        50         55        60         65         70        75         80        85
- --------------      --        --         --        --         --         --        --         --        --
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $3.69     $3.80      $3.90      $3.98     $4.05      $4.11      $4.15     $4.18      $4.20
      50            3.75      3.89       4.03       4.16      4.27       4.36       4.43      4.48       4.52
      55            3.81      3.97       4.16       4.34      4.51       4.66       4.78      4.86       4.92
      60            3.84      4.04       4.27       4.51      4.76       4.99       5.18      5.33       5.43
      65            3.87      4.09       4.35       4.66      4.99       5.34       5.66      5.92       6.11
      70            3.90      4.13       4.42       4.78      5.19       5.67       6.16      6.61       6.95
      75            3.91      4.15       4.47       4.86      5.35       5.95       6.64      7.33       7.95
      80            3.92      4.17       4.50       4.92      5.46       6.17       7.04      8.04       9.03
      85            3.92      4.18       4.51       4.95      5.53       6.31       7.34      8.63      10.05
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                             Age of Female Annuitant

<TABLE>
<CAPTION>
  Age of Male
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.63     $4.72      $4.81      $4.89     $4.96      $5.02      $5.07     $5.10      $5.12
      50            4.68      4.80       4.93       5.05      5.16       5.25       5.33      5.38       5.42
      55            4.73      4.88       5.04       5.21      5.38       5.52       5.65      5.74       5.80
      60            4.77      4.95       5.15       5.37      5.61       5.83       6.04      6.19       6.30
      65            4.80      5.00       5.24       5.52      5.83       6.17       6.49      6.76       6.96
      70            4.82      5.04       5.30       5.63      6.04       6.49       6.97      7.42       7.79
      75            4.84      5.06       5.35       5.72      6.20       6.77       7.45      8.14       8.76
      80            4.85      5.08       5.39       5.79      6.31       6.99       7.86      8.84       9.83
      85            4.86      5.10       5.41       5.83      6.39       7.15       8.16      9.43      10.86
</TABLE>

Rates are based on mortality from 1983 Table a.

                                       16
<PAGE>

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.



                                       17
<PAGE>



                                    OPTION 5
                           LIFE INCOME FOR TWO PAYEES

                         JOINT AND LAST SURVIVOR ANNUITY
                             66 2/3% TO THE SURVIVOR
                                NO MINIMUM PERIOD

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

                             Age of Female Annuitant

<TABLE>
<CAPTION>
  Age of Male
   Annuitant       45        50         55        60         65         70        75         80        85
   ---------       --        --         --        --         --         --        --         --        --
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $3.94     $4.06      $4.20      $4.36     $4.54      $4.74      $4.96     $5.19      $5.42
      50            4.05      4.20       4.36       4.55      4.76       4.99       5.24      5.51       5.78
      55            4.18      4.35       4.54       4.76      5.00       5.28       5.58      5.90       6.22
      60            4.32      4.51       4.73       4.99      5.29       5.63       6.00      6.40       6.79
      65            4.48      4.69       4.95       5.25      5.61       6.03       6.51      7.02       7.52
      70            4.66      4.89       5.18       5.53      5.97       6.49       7.10      7.77       8.45
      75            4.84      5.09       5.42       5.82      6.33       6.96       7.73      8.62       9.56
      80            5.02      5.30       5.65       6.11      6.69       7.43       8.39      9.54      10.82
      85            5.19      5.49       5.87       6.37      7.02       7.88       9.02     10.46      12.15
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                             Age of Female Annuitant

<TABLE>
<CAPTION>
 Age of Male
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.87     $4.99      $5.12      $5.28     $5.46      $5.68      $5.93     $6.21      $6.49
      50            4.99      5.12       5.27       5.45      5.66       5.90       6.18      6.50       6.82
      55            5.12      5.26       5.44       5.65      5.89       6.17       6.50      6.86       7.23
      60            5.27      5.43       5.63       5.87      6.16       6.50       6.89      7.32       7.76
      65            5.44      5.63       5.85       6.14      6.49       6.90       7.38      7.92       8.47
      70            5.64      5.85       6.11       6.44      6.84       7.35       7.96      8.64       9.36
      75            5.86      6.09       6.38       6.75      7.23       7.84       8.60      9.49      10.46
      80            6.09      6.33       6.65       7.07      7.62       8.34       9.28     10.42      11.71
      85            6.30      6.57       6.92       7.38      8.00       8.83       9.93     11.35      13.04
</TABLE>

Rates are based on mortality from 1983 Table a.



                                       18
<PAGE>

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.



                                       19
<PAGE>


                                    OPTION 5
                           LIFE INCOME FOR TWO PAYEES

                         JOINT AND LAST SURVIVOR ANNUITY
                               50% TO THE SURVIVOR
                                NO MINIMUM PERIOD

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

                             Age of Female Annuitant

<TABLE>
<CAPTION>
  Age of Male
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.07     $4.21      $4.38      $4.58     $4.83      $5.13      $5.49     $5.91      $6.35
      50            4.22      4.37       4.55       4.77      5.04       5.37       5.77      6.23       6.72
      55            4.40      4.56       4.76       5.00      5.29       5.66       6.10      6.62       7.18
      60            4.61      4.79       5.00       5.27      5.60       6.01       6.51      7.11       7.76
      65            4.87      5.06       5.31       5.61      5.99       6.46       7.04      7.74       8.52
      70            5.17      5.39       5.66       6.01      6.44       6.99       7.68      8.52       9.47
      75            5.49      5.75       6.06       6.46      6.96       7.61       8.43      9.45      10.64
      80            5.84      6.13       6.49       6.95      7.54       8.29       9.29     10.54      12.03
      85            6.18      6.51       6.91       7.43      8.11       9.00      10.17     11.71      13.57
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                             Age of Female Annuitant

<TABLE>
<CAPTION>
  Age of Male
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>       <C>  
      45           $5.01     $5.14      $5.30      $5.50     $5.75      $6.08      $6.48     $6.96     $7.49
      50            5.15      5.29       5.46       5.68      5.95       6.29       6.73      7.25      7.82
      55            5.33      5.48       5.66       5.89      6.18       6.56       7.03      7.60      8.24
      60            5.56      5.71       5.91       6.16      6.49       6.90       7.42      8.06      8.78
      65            5.83      6.01       6.23       6.51      6.87       7.33       7.93      8.67      9.50
      70            6.17      6.36       6.61       6.93      7.34       7.87       8.56      9.43     10.43
      75            6.55      6.78       7.05       7.42      7.89       8.51       9.33     10.35     11.57
      80            6.98      7.23       7.54       7.96      8.51       9.23      10.20     11.44     12.95
      85            7.40      7.68       8.05       8.53      9.16      10.00      11.14     12.64     14.51
</TABLE>

Rates are based on mortality from 1983 Table a.



                                       20
<PAGE>

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.



                                       21
<PAGE>


                                    OPTION 5
                           LIFE INCOME FOR TWO PAYEES

                         JOINT AND LAST SURVIVOR ANNUITY
                              100% TO THE SURVIVOR
                            120 MONTHS MINIMUM PERIOD

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

                             Age of Female Annuitant

<TABLE>
<CAPTION>
  Age of Male
   Annuitant        45        50         55        60         65         70        75         80        85
   ---------        --        --         --        --         --         --        --         --        --
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>       <C>  
      45           $3.69     $3.79      $3.89      $3.98     $4.05      $4.11      $4.15     $4.17     $4.19
      50            3.75      3.89       4.03       4.16      4.27       4.36       4.42      4.47      4.49
      55            3.80      3.97       4.15       4.34      4.51       4.65       4.76      4.83      4.88
      60            3.84      4.04       4.26       4.50      4.75       4.97       5.16      5.29      5.36
      65            3.87      4.09       4.35       4.65      4.98       5.31       5.61      5.83      5.97
      70            3.89      4.13       4.41       4.76      5.17       5.62       6.07      6.43      6.67
      75            3.91      4.15       4.46       4.84      5.31       5.87       6.48      7.02      7.40
      80            3.91      4.16       4.48       4.89      5.41       6.05       6.79      7.50      8.04
      85            3.92      4.17       4.49       4.91      5.46       6.15       6.98      7.83      8.50
</TABLE>

         Rates for a Variable Annuity with Assumed Net Return Rate of 5%

                             Age of Female Annuitant

<TABLE>
<CAPTION>
  Age of Male
   Annuitant        45        50         55        60         65         70        75         80        85
<S>                <C>       <C>        <C>        <C>       <C>        <C>        <C>       <C>        <C>  
      45           $4.63     $4.72      $4.81      $4.89     $4.96      $5.02      $5.06     $5.09      $5.11
      50            4.68      4.80       4.93       5.05      5.15       5.25       5.32      5.36       5.39
      55            4.73      4.88       5.04       5.21      5.37       5.51       5.63      5.71       5.75
      60            4.77      4.94       5.14       5.37      5.60       5.82       6.00      6.14       6.22
      65            4.80      4.99       5.23       5.51      5.82       6.13       6.43      6.66       6.80
      70            4.82      5.03       5.29       5.62      6.00       6.44       6.87      7.23       7.47
      75            4.84      5.06       5.34       5.70      6.15       6.68       7.27      7.80       8.17
      80            4.85      5.07       5.37       5.75      6.24       6.86       7.57      8.26       8.79
      85            4.85      5.08       5.38       5.78      6.30       6.96       7.76      8.58       9.23
</TABLE>

Rates are based on mortality from 1983 Table a.



                                       22
<PAGE>

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.




V.       SPECIAL PROVISIONS



The Special Provisions section which applies to this Contract is shown on the
Specifications page under Type of Plan. The other sections under Special
Provisions do not apply.

5.01     Deferred Compensation Plan

         (a)     Control of Contract: All rights in this Contract rest with the
                 Contract Holder, who is entitled to all amounts held under this
                 Contract. The Contract Holder, or authorized designee of the
                 Contract Holder (as allowed by law), may make any choices
                 allowed by this Contract. Any choices made under this Contract
                 must be in writing. Until receipt of such choices in its Home
                 Office, Aetna may rely on any prior choices made. This Contract
                 is not subject to the claims of any creditors of the Annuitant
                 except to the extent permitted by law.

         (b)     Designation of Beneficiary: The beneficiary shall be the
                 Contract Holder.

         (c)     Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will
                 be deducted from the Current Value on the anniversary of the
                 Contract effective date and on surrender of the entire
                 Contract.

         (d)     Sum Payable at Death (Before Annuity Payments Start): Aetna
                 will pay to the Beneficiary the Current Value if:

                 (1) The Annuitant dies before Annuity payments start; and 
                 (2) The notice of death is received in good order by Aetna.

                 The sum paid will be the Current Value on the date the notice
                 is received at Aetna's Home Office. The amount paid from the
                 Fixed Account will not be less than the Net Purchase Payment(s)
                 allocated to the Fixed Account for the Annuitant (less any
                 prior transfers (see 3.09) or surrenders). The beneficiary may
                 choose to apply all or any part of the proceeds to an Annuity
                 Option (see Part IV).

         (e)     Surrender Value: After deduction of the Maintenance Fee, if
                 any, Aetna will reduce the amount payable upon surrender of any
                 portion of the Current Value by a Surrender Fee. The Surrender
                 Fee will be in accordance with the Surrender Fee table in 6.02.

                 The Fee on a total surrender of the Contract will not exceed
                 8.5% of the Purchase Payment(s) made to the Contract.

         (f)     The following sections 5.02, 5.03, 5.04 and 5.05 of the Special
                 Provisions do not apply to this Contract.




                                       23
<PAGE>


5.02.    Pension or Profit Sharing Plan

         (a)     The preceding section 5.01 of the Special Provisions does not
                 apply to this Contract.

         (b)     Control of Contract: All rights in this Contract rest with the
                 Contract Holder. The Contract Holder owns all amounts held
                 under this Contract. The Contract Holder (or authorized
                 designee,) may make any choices allowed by this Contract. Any
                 choices under this Contract must be in writing. Until receipt
                 of such choices in its Home Office, Aetna may rely on any prior
                 choices made. This Contract is not subject to the claims of any
                 creditors except to the extent permitted by law.

         (c)     Designation of Beneficiary: The Contract Holder shall name the
                 beneficiary.

         (d)     Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will
                 be deducted from the Current Value on each anniversary of the
                 Contract effective date and upon surrender of the entire
                 Contract.

         (e)     Sum Payable at Death (Before Annuity Payments Start): Aetna
                 will pay the Current Value to the beneficiary if:

                 (1)     the Annuitant dies before Annuity payments start; and

                 (2)     the notice of death is received in good order by Aetna.

                 The sum paid will be the Current Value on the date when the
                 notice is received at Aetna's Home Office. The amount paid from
                 the Fixed Account will not be less than the Net Purchase
                 Payment(s) allocated to the Fixed Account (less any prior
                 transfers (see 3.09) or surrenders). The Contract Holder will
                 determine if any additional amounts are payable to the
                 beneficiary. The beneficiary may choose to apply all or part of
                 the payment to an Annuity Option (see Part IV). If no
                 beneficiary exists, the payment will be made to the estate of
                 the Annuitant.

         (f)     Surrender Value: After deduction of the Maintenance Fee, if
                 any, Aetna will reduce the amount payable upon surrender of any
                 portion of the Current Value by a Surrender Fee. The Surrender
                 Fee will be in accordance with the Surrender Fee table in 6.02.

         (g)     The following Sections 5.03, 5.04 and 5.05 of the Special
                 Provisions do not apply to this Contract.

5.03.    Individual Retirement Annuity Plan (IRA)

         (a)     The preceding Sections 5.01 and 5.02 of the Special Provisions
                 do not apply to this Contract.

         (b)     Control of Contract: All rights in this Contract rest with the
                 Contract Holder. The Contract Holder owns all amounts held
                 under this Contract. The Contract Holder may make any choices
                 allowed by this Contract. Any choices under this Contract must
                 be in writing. Until receipt of such choices in its Home
                 Office, Aetna may rely on any prior choices made. The Contract
                 may not be transferred. 

                                       24
<PAGE>

                 The Contract may not be assigned except to the Company.

         (c)     Designation of Beneficiary: The Contract Holder shall name the
                 beneficiary.

         (d)     Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will
                 be deducted from the Current Value on each anniversary of the
                 Contract effective date and upon surrender of the entire
                 Contract.

         (e)     Purchase Payments: The total deductible annual Purchase
                 Payments made on behalf of any individual under this Contract
                 cannot exceed $2,000.

         (f)     Sum Payable at Death (Before Annuity Payments Start): Aetna
                 will pay the current value to the beneficiary if:

                 (1)     The Annuitant dies before Annuity payments start; and

                 (2)     The notice of death is received in good order by Aetna.

                 The sum paid will be the Current Value on the date the notice
                 is received at Aetna's Home Office. The amount paid from the
                 Fixed Account will not be less than the Net Purchase Payment(s)
                 allocated to the Fixed Account (less any prior transfers (see
                 3.09) or surrenders). The beneficiary, if a spouse, may choose
                 to apply all or any portion of the payment to any Annuity
                 Option. If the beneficiary is not a spouse, all or a portion of
                 the payment may be applied only to Annuity Options 1, 2 or 3,
                 providing the full sum is paid to the beneficiary within 5
                 years of the death of the Annuitant. (See Part IV) If no
                 beneficiary exists, the payment will be made to the estate of
                 the Annuitant.

         (g)     Annuity Payments: In no event may any payments to the Annuitant
                 or beneficiary under any Annuity Option extend beyond:

                 (1)     The life of the Annuitant; or

                 (2)     The lives of the Annuitant and spouse; or

                 (3)     Any certain period greater than the Annuitant's life
                         expectancy; or

                 (4)     Any certain period greater than the life expectancies
                         of the Annuitant and spouse.

         (h)     Surrender Value: After deduction of the Maintenance Fee (if
                 any), the amount paid by Aetna upon the surrender of any
                 portion of the Current Value shall be reduced by a Surrender
                 Fee. The Surrender Fee will be in accordance with the Surrender
                 Fee table in 6.02.

                 The Fee on a total surrender of the Contract will not exceed
                 8.5% of the actual Purchase Payment(s) made to the Contract.

         (i)     The following Sections 5.04 and 5.05 of the Special Provisions
                 do not apply to this Contract.




                                       25
<PAGE>


5.04.      Tax Deferred Annuity Plan

         (a)     The preceding Sections 5.01, 5.02 and 5.03 of the Special
                 Provisions do not apply to this Contract.

         (b)     Control of Contract: The Contract Holder shall own all amounts
                 held under this Contract and may make any choices allowed by
                 this Contract. Choices made under this Contract must be in
                 writing. Until receipt of such choices in its Home Office,
                 Aetna may rely on any previous choices made. This Contract
                 shall not be subject to the claims of any creditors. This
                 Contract is non-assignable and non-transferable.

         (c)     Designation of Beneficiary: The Contract Holder shall name the
                 beneficiary.

         (d)     Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will
                 be deducted from the Current Value on each anniversary of the
                 Contract effective date and upon surrender of the entire
                 Contract.

         (e)     Sum Payable at Death (Before Annuity Payments Start): Aetna
                 will pay the Current Value to the beneficiary if:

                 (1)     The Contract Holder dies before Annuity payments start;
                         and

                 (2)     The notice of death is received in good order by Aetna.

                 The sum paid will be the Current Value on the date the notice
                 is received at Aetna's Home Office. The amount paid from the
                 Fixed Account will not be less than the Net Purchase Payment(s)
                 allocated to the Fixed Account (less any prior transfers (see
                 3.09) or surrenders). The beneficiary may choose to apply all
                 or any portion of the payment to an Annuity Option (see Part
                 IV). If no beneficiary exists, the payment will be made to the
                 estate of the Contract Holder.

         (f)     Surrender Value: After deduction of the Maintenance Fee (if
                 any), Aetna will reduce the amount payable upon surrender of
                 any portion of the Current Value by a Surrender Fee. The
                 Surrender Fee will be in accordance with the Surrender Fee
                 table in 6.02.

                 The Fee on a total surrender of the Contract will not exceed
                 8.5% of the actual Purchase Payment(s) made to the Contract.

         (g)     The following Section 5.05 of the Special Provisions does not
                 apply to this Contract.

5.05.    Individual Annuity Plan

         (a)     The preceding Sections 5.01, 5.02, 5.03 and 5.04 of the Special
                 Provisions do not apply to this Contract.

         (b)     Control of Contract: All rights in this Contract rest with the
                 Contract Holder. The Contract Holder owns all amounts held
                 under this Contract. The Contract Holder may make any choices
                 allowed by this Contract. Choices made under this Contract must
                 be in writing. Until receipt of such choices at its Home
                 Office, Aetna may rely on any previous choices made.

                                       26
<PAGE>

         (c)     Designation of Beneficiary: The Contract Holder shall name the
                 beneficiary.

         (d)     Maintenance Fee: The Maintenance Fee, if any, (see 6.01) will
                 be deducted from the Current Value on the anniversary of the
                 Contract effective date and on surrender of the entire
                 Contract.

         (e)     Sum Payable at Death (Before Annuity Payments Start): Aetna
                 will pay the Current Value to the beneficiary if:

                 (1)     The Contract Holder dies before Annuity payments start;
                         and

                 (2)     The notice of death is received in good order by Aetna.

                 The sum paid will be the Current Value on the date the notice
                 is received at Aetna's Home Office. The amount paid from the
                 Fixed Account will not be less than the Net Purchase Payment(s)
                 allocated to the Fixed Account (less any prior transfers (see
                 3.09) or surrenders). The beneficiary may choose to apply all
                 or any portion of the payment to an Annuity Option (see Part
                 IV). If no beneficiary exists, the payment will be made to the
                 estate of the Contract Holder.

         (f)     Surrender Value: After deduction of the Maintenance Fee, if
                 any, Aetna will reduce the amount payable upon surrender of any
                 portion of the Current Value by a Surrender Fee. The Surrender
                 Fee will be in accordance with the Surrender Fee table in 6.02.

                 The Fee on a total surrender of the Contract will not exceed
                 8.5% of the actual Purchase Payment(s) made to the Contract.




                                       27
<PAGE>



                                VI. FEE SCHEDULE
                           PENSION/PROFIT SHARING PLAN



6.01.    Maintenance Fee: The Maintenance Fee will be $0.

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the period
         of time between the effective date of the Contract and the date of
         surrender. The Surrender Fee will be determined as follows:

         If Period of Time is                                   Surrender Fee

               Less than 5 years                                      5%
               From 5 to 6 years                                      4%
               From 6 to 7 years                                      3%
               From 7 to 8 years                                      2%
               From 8 to 9 years                                      1%
               9 or more years                                        0%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)     At the death of the Annuitant before Annuity payments start; or

         (b)     As a premium for an Annuity under this Contract.

6.03.    Table of Minimum Values - Fixed Account:

         The following Table shows minimum Fixed Account values at the end of
         Contract years. These values assume:

         (a)     The portion of the Purchase Payment was allocated to the Fixed
                 Account at the beginning of the first Contract year;

         (b)     There have been no partial surrenders; and

         (c)     Interest has been added at the guaranteed interest rate (see
                 3.02).

         If interest is added at a higher rate at any time, actual values will
         be more than those shown.




                                       28
<PAGE>


                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
        PER $1,000 OF NET PURCHASE PAYMENT ALLOCATED TO THE FIXED ACCOUNT





<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of        Minimum Current         Surrender           End of         Minimum Current        Surrender
     Year              Value                Value               Year               Value              Value
    ------        ---------------         ---------           ------         ---------------        ---------
<S>                    <C>                   <C>                <C>                 <C>               <C>   
      1                $1,040                $ 988              16                  $1,872            $1,872
      2                 1,082                1,028              17                   1,947             1,947
      3                 1,125                1,069              18                   2,025             2,025
      4                 1,170                1,111              19                   2,106             2,106
      5                 1,217                1,156              20                   2,191             2,191
      6                 1,265                1,215
      7                 1,316                1,276              25                   2,665             2,665
      8                 1,369                1,341              30                   3,243             3,243
      9                 1,423                1,409
      10                1,480                1,480              35                   3,946             3,946
      11                1,539                1,539
      12                1,601                1,601              40                   4,801             4,801
      13                1,665                1,665              45                   5,841             5,841
      14                1,731                1,731
      15                1,800                1,800              50                   7,106             7,106
</TABLE>



                                       29
<PAGE>



                                VI. FEE SCHEDULE
                           DEFERRED COMPENSATION PLAN



6.01.    Maintenance Fee: The Maintenance Fee will be $0.

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the period
         of time between the effective date of the Contract and the date of
         surrender. The Surrender Fee will be determined as follows:

         If Period of Time is                                    Surrender Fee
               Less than 5 years                                       5%
               From 5 to 6 years                                       4%
               From 6 to 7 years                                       3%
               From 7 to 8 years                                       2%
               From 8 to 9 years                                       1%
               9 or more years                                         0%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)     At the death of the Annuitant before Annuity payments start; or

         (b)     As a premium for an Annuity under this Contract.

6.03.    Table of Minimum Values - Fixed Account:

         The following Table shows minimum Fixed Account values at the end of
         Contract years. These values assume:

         (a)     The portion of the Purchase Payment was allocated to the Fixed
                 Account at the beginning of the first Contract year;

         (b)     There have been no partial surrenders; and

         (c)     Interest has been added at the guaranteed interest rate (see
                 3.02).

         If interest is added at a higher rate at any time, actual values will
         be more than those shown.



                                       30
<PAGE>


                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
        PER $1,000 OF NET PURCHASE PAYMENT ALLOCATED TO THE FIXED ACCOUNT





<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of        Minimum Current         Surrender           End of         Minimum Current        Surrender
     Year              Value                Value               Year               Value              Value
    ------        ---------------         ---------           ------         ---------------        ---------
<S>                    <C>                   <C>                <C>                 <C>               <C>   
      1                $1,040                $ 988              16                  $1,872            $1,872
      2                 1,082                1,028              17                   1,947             1,947
      3                 1,125                1,069              18                   2,025             2,025
      4                 1,170                1,111              19                   2,106             2,106
      5                 1,217                1,156              20                   2,191             2,191
      6                 1,265                1,215
      7                 1,316                1,276              25                   2,665             2,665
      8                 1,369                1,341              30                   3,243             3,243
      9                 1,423                1,409
      10                1,480                1,480              35                   3,946             3,946
      11                1,539                1,539
      12                1,601                1,601              40                   4,801             4,801
      13                1,665                1,665              45                   5,841             5,841
      14                1,731                1,731
      15                1,800                1,800              50                   7,106             7,106
</TABLE>




                                       31
<PAGE>



                                VI. FEE SCHEDULE
                           PENSION/PROFIT SHARING PLAN



6.01.    Maintenance Fee: The Maintenance Fee will be $30.

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the number
         of Purchase Payment Cycles completed. The number and amount of Purchase
         Payments to be made in a year is chosen by the Contract Holder. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Contract was issued. For each surrender, the Fee will be as follows:

         Number of Purchase Payment Cycles Completed          Surrender Fee

               Less than 5                                          5%
               5 or more but less than 7                            4%
               7 or more but less than 9                            3%
               9 or more                                            2%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)     At the death of the Annuitant before Annuity payments start; or

         (b)     As a premium for an Annuity under this Contract; or

         (c)     After the Annuitant has reached age 59 1/2 and 9 or more
                 Purchase Payment Cycles have been completed.

6.03.    Table of Minimum Values - Fixed Account:

         The values in the following Table only apply to Annual Purchase
         Payments of exactly $1,000 credited to the Fixed Account. Values would
         be different for other Purchase Payment amounts, if Purchase Payments
         are not made when due, if partial surrenders are made, or if Aetna adds
         interest at a rate greater than the Guaranteed Interest Rate-Fixed
         Account (see 3.02).

         The Surrender Value assumes that a Purchase Payment of exactly $1,000
         is credited to the Fixed Account at the Guaranteed Interest Rate at the
         beginning of each Contract year. The Maintenance Fee and applicable
         Surrender Fee are deducted.




                                       32
<PAGE>


                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
        PER $1,000 OF NET PURCHASE PAYMENTS APPLIED TO THE FIXED ACCOUNT






<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of        Minimum Current         Surrender           End of         Minimum Current        Surrender
     Year              Value                Value               Year               Value              Value
    ------        ---------------         ---------           ------         ---------------        ---------
<S>                    <C>                   <C>                <C>                <C>               <C>    
      1                $1,010                $ 960              16                 $22,043           $21,602
      2                 2,060                1,957              17                  23,934            23,456
      3                 3,153                2,995              18                  25,902            25,384
      4                 4,289                4,074              19                  27,948            27,389
      5                 5,470                5,252              20                  30,076            29,474
      6                 6,699                6,431
      7                 7,977                7,738              25                  42,062            41,221
      8                 9,306                9,027              30                  56,646            55,513
      9                10,689               10,475
      10               12,126               11,884              35                  74,389            72,901
      11               13,621               13,349
      12               15,176               14,873              40                  95,976            94,056
      13               16,793               16,457              45                 122,240           119,795
      14               18,475               18,105
      15               20,224               19,819              50                 154,194           151,110
</TABLE>




                                       33
<PAGE>



                                VI. FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN



6.01.    Maintenance Fee: The Maintenance Fee will be $0.

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the period
         of time between the effective date of the Contract and the date of
         surrender. The Surrender Fee will be determined as follows:


         If Period of Time is                                 Surrender Fee

               Less than 5 years                                    5%
               From 5 to 6 years                                    4%
               From 6 to 7 years                                    3%
               From 7 to 8 years                                    2%
               From 8 to 9 years                                    1%
               9 or more years                                      0%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)     At the death of the Contract Holder before Annuity payments
                 start; or

         (b)     As a premium for an Annuity under this Contract.

6.03.    Table of Minimum Values - Fixed Account:

         The following Table shows minimum Fixed Account values at the end of
         Contract years. These values assume:

         (a)     The portion of the Purchase Payment was allocated to the Fixed
                 Account at the beginning of the first Contract year;

         (b)     There have been no partial surrenders; and

         (c)     Interest has been added at the guaranteed interest rate (see
                 3.02).

         If interest is added at a higher rate at any time, actual values will
         be more than those shown.




                                       34
<PAGE>



                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
        PER $1,000 OF NET PURCHASE PAYMENT ALLOCATED TO THE FIXED ACCOUNT



<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of        Minimum Current         Surrender           End of         Minimum Current        Surrender
     Year              Value                Value               Year               Value              Value
    ------        ---------------         ---------           ------         ---------------        ---------
<S>                    <C>                   <C>                <C>                 <C>               <C>   
      1                $1,040                $ 988              16                  $1,872            $1,872
      2                 1,082                1,028              17                   1,947             1,947
      3                 1,125                1,069              18                   2,025             2,025
      4                 1,170                1,111              19                   2,106             2,106
      5                 1,217                1,156              20                   2,191             2,191
      6                 1,265                1,215
      7                 1,316                1,276              25                   2,665             2,665
      8                 1,369                1,341              30                   3,243             3,243
      9                 1,423                1,409
      10                1,480                1,480              35                   3,946             3,946
      11                1,539                1,539
      12                1,601                1,601              40                   4,801             4,801
      13                1,665                1,665              45                   5,841             5,841
      14                1,731                1,731
      15                1,800                1,800              50                   7,106             7,106
</TABLE>




                                       35
<PAGE>


                                VI. FEE SCHEDULE
                    INDIVIDUAL RETIREMENT ANNUITY PLAN (IRA)



6.01.    Maintenance Fee: The Maintenance Fee will be $20.

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the number
         of Purchase Payment Cycles completed. The number and amount of Purchase
         Payments to be made in a year is chosen by the Contract Holder. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Contract was issued. For each surrender, the Fee will be as follows:

         Number of Purchase Payment Cycles Completed               Surrender Fee

               Less than 5                                               5%
               5 or more but less than 7                                 4%
               7 or more but less than 9                                 3%
               9 or more                                                 2%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)     At the death of the Annuitant before Annuity payments start; or

         (b)     As a premium for an Annuity under this Contract; or

         (c)     After the Annuitant has reached age 59 1/2 and 9 or more
                 Purchase Payment Cycles have been completed.

6.03.    Table of Minimum Values - Fixed Account:

         The values in the following Table only apply to Annual Purchase
         Payments of exactly $1,000 credited to the Fixed Account. Values would
         be different for other Purchase Payment amounts, if Purchase Payments
         are not made when due, if partial surrenders are made, or if Aetna adds
         interest at a rate greater than the Guaranteed Interest Rate-Fixed
         Account (see 3.02).

         The Surrender Value assumes that a Purchase Payment of exactly $1,000
         is credited to the Fixed Account at the Guaranteed Interest Rate at the
         beginning of each Contract year. The Maintenance Fee and applicable
         Surrender Fee are deducted.





                                       36
<PAGE>



                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
        PER $1,000 OF NET PURCHASE PAYMENTS APPLIED TO THE FIXED ACCOUNT

<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of        Minimum Current         Surrender           End of         Minimum Current        Surrender
     Year              Value                Value               Year               Value              Value
    ------        ---------------         ---------           ------         ---------------        ---------
<S>                    <C>                   <C>                <C>                <C>               <C>   
      1                $1,020                $ 969              16                 $22,261           $21,816
      2                 2,081                1,977              17                  24,171            23,688
      3                 3,184                3,025              18                  26,158            25,635
      4                 4,331                4,115              19                  28,224            27,660
      5                 5,524                5,304              20                  30,373            29,766
      6                 6,765                6,495
      7                 8,056                7,815              25                  42,478            41,629
      8                 9,398                9,117              30                  57,206            56,063
      9                10,794               10,579
      10               12,246               12,001              35                  75,124            73,622
      11               13,756               13,481
      12               15,326               15,020              40                  96,925            94,987
      13               16,959               16,620              45                 123,448           120,979
      14               18,658               18,285
      15               20,424               20,016              50                 155,719           152,605
</TABLE>




                                       37
<PAGE>




                                VI. FEE SCHEDULE
                            TAX DEFERRED ANNUITY PLAN



6.01.    Maintenance Fee: The Maintenance Fee will be $20.

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the number
         of Purchase Payment Cycles completed. The number and amount of Purchase
         Payments to be made in a year is chosen by the Contract Holder. A
         Purchase Payment Cycle is completed when this number and amount of
         Purchase Payments have been made. The number of Purchase Payment Cycles
         completed may not be greater than the number of whole years since the
         Contract was issued. For each surrender, the Fee will be as follows:

         Number of Purchase Payment Cycles Completed           Surrender Fee

               Less than 5                                           5%
               5 or more but less than 7                             4%
               7 or more but less than 9                             3%
               9 or more                                             2%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)     At the death of the Contract Holder before Annuity payments
                 start; or

         (b)     As a premium for an Annuity under this Contract; or

         (c)     After the Contract Holder has reached age 59 1/2 and 9 or more
                 Purchase Payment Cycles have been completed.

6.03.    Table of Minimum Values - Fixed Account:

         The values in the following Table only apply to Annual Purchase
         Payments of exactly $1,000 credited to the Fixed Account. Values would
         be different for other Purchase Payment amounts, if Purchase Payments
         are not made when due, if partial surrenders are made, or if Aetna adds
         interest at a rate greater than the Guaranteed Interest Rate-Fixed
         Account (see 3.02).

         The Surrender Value assumes that a Purchase Payment of exactly $1,000
         is credited to the Fixed Account at the Guaranteed Interest Rate at the
         beginning of each Contract year. The Maintenance Fee and applicable
         Surrender Fee are deducted.



                                       38
<PAGE>



                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
        PER $1,000 OF NET PURCHASE PAYMENTS APPLIED TO THE FIXED ACCOUNT





<TABLE>
<CAPTION>
                                           Minimum                                                 Minimum
    End of        Minimum Current         Surrender          End of        Minimum Current        Surrender
     Year              Value                Value              Year              Value              Value
    ------        ---------------         ---------           ------         ---------------        ---------
<S>                     <C>                 <C>                <C>               <C>                <C>   
      1                 $1,020                $969             16                $22,261            $21,816
      2                  2,081               1,977             17                 24,171             23,688
      3                  3,184               3,025             18                 26,158             25,635
      4                  4,331               4,115             19                 28,224             27,660
      5                  5,524               5,304             20                 30,373             29,766
      6                  6,765               6,495
      7                  8,056               7,815             25                 42,478             41,629
      8                  9,398               9,117             30                 57,206             56,063
      9                 10,794              10,579
      10                12,246              12,001             35                 75,124             73,622
      11                13,756              13,481
      12                15,326              15,020             40                 96,925             94,987
      13                16,959              16,620             45                123,448            120,979
      14                18,658              18,285
      15                20,424              20,016             50                155,719            152,605
</TABLE>




                                       39
<PAGE>




                                VI. FEE SCHEDULE
                    INDIVIDUAL RETIREMENT ANNUITY PLAN (IRA)



6.01.    Maintenance Fee: The Maintenance Fee will be $0.

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the period
         of time between the effective date of the Contract and the date of
         surrender. The Surrender Fee will be determined as follows:

         If Period of Time is                                 Surrender Fee
               Less than 5 years                                    5%
               From 5 to 6 years                                    4%
               From 6 to 7 years                                    3%
               From 7 to 8 years                                    2%
               From 8 to 9 years                                    1%
               9 or more years                                      0%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)     At the death of the Annuitant before Annuity payments start; or

         (b)     As a premium for an Annuity under this Contract.

6.03.    Table of Minimum Values - Fixed Account:

         The following Table shows minimum Fixed Account values at the end of
         Contract years. These values assume:

         (a)     The portion of the Purchase Payment was allocated to the Fixed
                 Account at the beginning of the first Contract year;

         (b)     There have been no partial surrenders; and

         (c)     Interest has been added at the guaranteed interest rate (see
                 3.02).

         If interest is added at a higher rate at any time, actual values will
         be more than those shown.



                                       40
<PAGE>


                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
        PER $1,000 OF NET PURCHASE PAYMENT ALLOCATED TO THE FIXED ACCOUNT



<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of        Minimum Current         Surrender           End of         Minimum Current        Surrender
     Year              Value                Value               Year               Value              Value
    ------        ---------------         ---------           ------         ---------------        ---------
<S>                       <C>                <C>                <C>                 <C>               <C>   
      1                   $1,040             $ 988              16                  $1,872            $1,872
      2                    1,082             1,028              17                   1,947             1,947
      3                    1,125             1,069              18                   2,025             2,025
      4                    1,170             1,111              19                   2,106             2,106
      5                    1,217             1,156              20                   2,191             2,191
      6                    1,265             1,215
      7                    1,316             1,276              25                   2,665             2,665
      8                    1,369             1,341              30                   3,243             3,243
      9                    1,423             1,409
      10                   1,480             1,480              35                   3,946             3,946
      11                   1,539             1,539
      12                   1,601             1,601              40                   4,801             4,801
      13                   1,665             1,665              45                   5,841             5,841
      14                   1,731             1,731
      15                   1,800             1,800              50                   7,106             7,106
</TABLE>




                                       41
<PAGE>



                                VI. FEE SCHEDULE
                             INDIVIDUAL ANNUITY PLAN



6.01.    Maintenance Fee: The Maintenance Fee will be $0.

6.02.    Surrender Fee:

         For each surrender, the Surrender Fee will vary according to the period
         of time between the effective date of the Contract and the date of
         surrender. The Surrender Fee will be determined as follows:

         If Period of Time is                                Surrender Fee

               Less than 5 years                                   5%
               From 5 to 6 years                                   4%
               From 6 to 7 years                                   3%
               From 7 to 8 years                                   2%
               From 8 to 9 years                                   1%
               9 or more years                                     0%

         No Surrender Fee is deducted from any portion of the Current Value
         which is paid:

         (a)     At the death of the Contract Holder before Annuity payments
                 start; or

         (b)     As a premium for an Annuity under this Contract.

6.03.    Table of Minimum Values - Fixed Account:

         The following Table shows minimum Fixed Account values at the end of
         Contract years. These values assume:

         (a)     The portion of the Purchase Payment was allocated to the Fixed
                 Account at the beginning of the first Contract year;

         (b)     There have been no partial surrenders; and

         (c)     Interest has been added at the guaranteed interest rate (see
                 3.02).

If interest is added at a higher rate at any time, actual values will be more
than those shown.



                                       42
<PAGE>


                      TABLE OF MINIMUM FIXED ACCOUNT VALUES
        PER $1,000 OF NET PURCHASE PAYMENT ALLOCATED TO THE FIXED ACCOUNT



<TABLE>
<CAPTION>
                                           Minimum                                                   Minimum
    End of        Minimum Current         Surrender           End of         Minimum Current        Surrender
     Year              Value                Value               Year               Value              Value
    ------        ---------------         ---------           ------         ---------------        ---------
<S>                    <C>                   <C>                <C>                 <C>               <C>   
      1                $1,040                $ 988              16                  $1,872            $1,872
      2                 1,082                1,028              17                   1,947             1,947
      3                 1,125                1,069              18                   2,025             2,025
      4                 1,170                1,111              19                   2,106             2,106
      5                 1,217                1,156              20                   2,191             2,191
      6                 1,265                1,215
      7                 1,316                1,276              25                   2,665             2,665
      8                 1,369                1,341              30                   3,243             3,243
      9                 1,423                1,409
      10                1,480                1,480              35                   3,946             3,946
      11                1,539                1,539
      12                1,601                1,601              40                   4,801             4,801
      13                1,665                1,665              45                   5,841             5,841
      14                1,731                1,731
      15                1,800                1,800              50                   7,106             7,106
</TABLE>



                                       43
<PAGE>














                    AETNA LIFE INSURANCE AND ANNUITY COMPANY
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 (203) 273-2131



               INDIVIDUAL VARIABLE, FIXED, OR COMBINATION CONTRACT
                                NON-PARTICIPATING
               ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
           WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT,
          ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT



I-CDA-HD                                                (NU)  PRINTED IN U.S.A.




<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT



This Contract is hereby endorsed to include the following provision:

Any Payments to a beneficiary named pursuant to Section 72(s) of the Internal
Revenue Code of 1954, as amended, will be made in accordance with Section 72(s)
and any associated regulations.

Endorsed and made a part of this Contract on the later of January 19, 1985 or
the effective date of this Contract.


                                                          /s/ William O. Bailey
                                                          President



<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT



This Contract is hereby endorsed to add the following provision to the end of
the section on page 26 titled Surrender Fee:

         On the tenth anniversary of the Effective Date of this Contract, the
         Surrender Fee shall reduce to 0%.

Endorsed and made a part of this Contract effective September 1, 1984.


                                                          /s/ William O. Bailey
                                                          President



<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract is hereby endorsed to delete Section 3.13 Payment of Surrender
Value and replace it with the following:

3.13.    Payment of Surrender Value: Under certain emergency conditions, Aetna
         may defer payment:

         (a)     For a period of up to 6 months (unless not allowed by state
                 law); or

         (b)     As provided by federal law.

         In addition, Aetna may pay any Fixed Account surrender requested from
         the Contract, Plan Account, or from any one or more Individual
         Accounts, with interest, in equal payments over a period not to exceed
         60 months, when:

         (a)     The Fixed Account value for such Contract, Plan Account or for
                 the total of the Individual Account(s) under the Contract
                 exceeds $250,000 on the day prior to the current surrender; and

         (b)     The sum of the current Fixed Account surrender and the total of
                 all Fixed Account surrenders from the Contract, Plan Account,
                 or any Individual Account within the past 12 calendar months
                 exceeds 20% of the amount in the Fixed Account on the day prior
                 to the current surrender.

         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 4%.

         Endorsed and made a part of this Contract on January 1, 1988 or the
         effective date of the Contract whichever is later.



                                                           /s/ Dean E. Wolcott
                                                           President




<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract is hereby endorsed to restate and amend the following:

Section 3.01. Net Purchase Payment(s) - Delete the last paragraph and replace it
with the following:

         During any calendar year, Aetna may be told to change the investment
         mix twelve times. Should Aetna allow additional changes, each may be
         subject to a fee of up to $10.

Section 3.08. Transfer of Current Value from the Funds - Delete the last
paragraph and replace it with the following:

         Twelve transfers of Current Value can be made during a calendar year
         period. Should Aetna allow additional transfers, each may be subject to
         a fee of up to $10.

Endorsed and made a part of this Contract effective May 1, 1989.




                                       /s/ John J. Martin
                                       President
                                       Aetna Life Insurance and Annuity Company


<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to add the following new provisions to the end
of Section 6.02 entitled Surrender Fee as follows:

No Surrender Fee is deducted from any portion of the Current Value which is
paid:

         (d)     When the Current Value is $2,500 or less and no surrenders have
                 been taken from the Contract within the prior 12 months. If
                 there is more than one Contract, then this provision will only
                 apply when the total in all of the Contracts is $2,500 or less.

Endorsed and made a part of this Contract.



                                       /s/ Edmund F. Kelly
                                       President
                                       Aetna Life Insurance and Annuity Company



<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

The definition of Separate Account under the Definition of Certain Terms or
General Definitions section of the contract is hereby amended to read as
follows:

       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.

Endorsed and made a part of the Contract.



                                               /s/ Edmund F. Kelly
                                               President
                                               Aetna Life Insurance and Annuity

<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 as
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 Contract and the Certificate, (as applicable).


                                       /s/ G. G. Benanav
                                       President
                                       Aetna Life Insurance and Annuity Company



<PAGE>


EIMSF-HI


                        Aetna Life Insurance and Annuity

                                   ENDORSEMENT


This Contract is hereby endorsed to add the following new provision to
INDIVIDUAL ANNUITY PLAN, Section 6.02, Surrender Fee:

         (c)     In an amount equal to or less than 10% of the current Contract
                 Cash Value, as part of the first partial surrender request in a
                 calendar year. The Contract Cash Value is calculated as of the
                 date the partial surrender request is received in good order at
                 Aetna's Home Office. This provision does not apply to full
                 surrender requests.

Endorsed and made a part of this Contract effective September 1, 1989.



                                       /s/ John J. Martin
                                       President
                                       Aetna Life Insurance and Annuity Company


<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to add the following new provisions to the end
of Section 6.02 entitled Surrender Fee as follows:

No Surrender Fee is deducted from any portion of the Current Value which is
paid:

         (c)     When the Current Value is $2,500 or less and no surrenders have
                 been taken from the Contract within the prior 12 months. If
                 there is more than one Contract, then this provision will only
                 apply when the total in all of the Contracts is $2,500 or less.

Endorsed and made a part of this Contract.



                                      /s/ Edmund F. Kelly
                                      President
                                      Aetna Life Insurance and Annuity Company


<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract is endorsed to allow for the election of a loan subject to the
following conditions:

Add to the PURCHASE PAYMENT, CURRENT VALUE AND SURRENDER PROVISIONS the
following provision:

3.15. Loan Value - During the accumulation period, a Contract Holder may request
a loan from his or her Current Value by submitting a loan request form to
Aetna's Home Office. For Tax Deferred Annuity Contracts governed by The Employee
Retirement Income Security Act Title I, the loan request form must be
accompanied by the appropriate waiver and spousal consent form. A loan may not
be requested within 12 months from the date of any prior loan. The following
conditions must also be met:

(1)      The minimum Current Value must be $5,000. The loan amount must be at
         least $3,500. The loan amount may not exceed the lesser of:

         (a)     50% of the vested Current Value reduced by the outstanding loan
                 balance on the date on which the loan is made; or

         (b)     $50,000 reduced by the highest outstanding balance of loans
                 within the preceding 12 months ending on the day before the
                 loan is made.

         However, if the Current Value is between $5,000 and $20,000, the loan
         amount is the lesser of (c) 75% of the vested Current Value reduced by
         the outstanding loan balance on the date on which the loan is made, or
         (d) $10,000 reduced by the outstanding loan balance on the date on
         which the loan is made.

         Loans can be made from those account values held in the Fund(s) and the
         Fixed Account. Loans may not be made against amounts held in GET Fund
         although such values are included in the determination of Current
         Value. If a Contract Holder intends to request a loan against any
         portion of GET Fund, that portion must be transferred to any of the
         other Funds or to the Fixed Account. Amounts transferred from GET Fund
         prior to the Maturity Date will be at the then applicable GET Fund Unit
         Value.

         Aetna reserves the right to restrict or limit the amount that may be
         borrowed from any investment option at any time. However, the full
         value of all investment options is included in the determination of
         Current Value.

         When a loan is made, the number of accumulation units equal to the loan
         amount will be withdrawn from the Current Value. Accumulation units
         taken from the Current Value to provide a loan do not participate in
         the investment experience of the related investment options. Unless
         instructed otherwise, the amount withdrawn will be allocated on a pro
         rata basis among the Fixed Account and the Fund(s).

(2)      Loan interest payable to Aetna will accrue on a daily basis at the rate
         of 3% annually.

<PAGE>

(3)      Principal and interest on loans will be amortized over a 5 year term.

         However, principal and interest on loans taken for the acquisition of a
         Contract Holder's principal residence may be amortized over a period of
         1 to 20 whole years, as elected by the Contract Holder. The projected
         final repayment must be no later than the end of the calendar year in
         which the Contract Holder attains age 70.

(4)      Repayment of principal and interest is required at 3 month intervals. A
         bill in the amount of the quarterly repayment due will be mailed to the
         Contract Holder in advance of the payment due date. The repayment due
         date will be the first business day of the month in which the 7th
         calendar day after the loan effective date falls. The loan effective
         date will be the date Aetna receives the loan request form in good
         order. Payment will be due before the end of the month in which the due
         date falls.

(5)      Unless otherwise specified, the repayments of principal will be
         allocated among the same Contract investment options and in the same
         proportion as when the loan was initially made. The Contract Holder may
         specify the allocation of the principal repayments among the current
         investment options including the current GA Account Deposit Period.

(6)      If a billed quarterly installment of principal and interest is not paid
         by the last day of the month in which it is due, a partial surrender
         equal to the quarterly amount of principal and interest due, and
         deferred sales charge, if applicable, will be made from the Contract. A
         partial surrender equal to any remaining loan balance and interest due,
         and a deferred sales charge, if applicable, will be made from the
         Contract if, with a twelve-month period, a second billed quarterly
         installment of principal and interest is not paid.

(7)      If a partial surrender is taken from a Contract Holder's Current Value
         due to nonpayment of a billed quarterly installment, the date of the
         surrender will be the first business day following the last day of the
         month in which the repayment was due.

(8)      If a repayment is received in excess of a billed amount, the excess
         will be applied towards the principal portion of the outstanding loan.
         Payments received which are less than the billed amount will be
         returned to the Contract Holder.

(9)      Prepayment of the entire loan will be allowed. At the time of
         prepayment, Aetna will bill the Contract Holder for any accrued
         interest. Aetna will consider the loan paid when this accrued interest
         is paid.

(10)     If a Contract is surrendered with an outstanding loan balance, accrued
         interest and any applicable deferred sales charge will be deducted from
         the surrender amount. If a Contract with an outstanding loan balance is
         surrendered due to the Contract Holder's death or the election of an
         Annuity Option, accrued interest will be deducted from the surrender
         amount.

(11)     If the Contract Holder's Current Value falls below an amount equal to
         25% of the total loans outstanding, repayment of all outstanding loans
         may be required.

Add to the end of Section 5.04(b) entitled Control of Contract the following
sentence.

                                       2
<PAGE>

In the event a loan against this Contract is requested, however, a portion of
the Current Value necessary to cover the loan amount plus interest must be
assigned to Aetna.

Add to Section 5.04(e) entitled Sum Payable at Death (Before Annuity Payments
Start), the following:

The Current Value payable under the terms of this section will be reduced by the
amount of the accrued but not yet paid interest on any outstanding loan.

Add to Section 5.04(h) entitled Surrender Value, the following:

The amount payable by Aetna upon the total surrender of a Contract with a
loan(s) outstanding shall be reduced by accrued interest and if applicable, a
Surrender Fee on the loan amount.

Endorsed and made a part of this Contract on January 1, 1987 or the effective
date of the Contract whichever is later.



                                                           /s/ Dean E. Wolcott
                                                               President



                                       3
<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to add the following new provisions to the end
of Section 6.02 entitled Surrender Fee as follows:

No Surrender Fee is deducted from any portion of the Current Value which is
paid:

         (c)     When the Current Value is $2,500 or less and no surrenders have
                 been taken from the Contract within the prior 12 months. If
                 there is more than one Contract, then this provision will only
                 apply when the total in all of the Contracts is $2,500 or less;
                 or

         (d)     In an amount equal to or less than 10% if the Current Value, as
                 part of the first partial surrender request in a calendar year
                 to a Contract Holder who is at least age 59-1/2 and less than
                 70-1/2. The Current Value is calculated as of the date the
                 partial surrender request is received in good order at Aetna's
                 Home Office. Any outstanding loans from the Contract are
                 excluded when calculating the Current Value. This provision
                 does not apply to partial surrenders due to loan defaults made
                 from the Contract and does not apply to full surrender
                 requests.

Endorsed and made a part of this Contract.





                                   /s/ Edmund F. Kelly
                                       President
                                       Aetna Life Insurance and Annuity Company


<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows:

Add the following paragraph to subsection (a) of the Contract's Loan provision
(added via separate Loan Endorsement) as follows:

         If a Contract Holder is married, his or her spouse must consent in
         writing to a loan request. This consent must be given within the 90 day
         period before the loan is to be made.

The current provision under Section 5.04(b) entitled Control of Contract is
deleted and replaced by the following:

         This is a Contract between the Contract Holder and Aetna only to
         satisfy the "purchase" requirements of Section 403(b)(1) of the
         Internal Revenue Code of 1986. The Contract Holder has no right, title
         or interest in the amounts held under the Contract either by reason of
         remitting Purchase Payment(s) or applying for this Contract.

         The Contract Holder shall notify Aetna in writing of the applicability
         of Title I of the Employee Retirement Income Security Act of 1974 as
         amended by subsequent law including the Retirement Equity Act of 1984
         (Act) to the Plan. Aetna shall rely on the Contract Holder's
         determination and representation of applicability.

         Each Contract Holder shall own all amounts held in his or her
         Individual Account. Each Contract Holder may make any choices allowed
         by this Contract for his or her Individual Account. Choices made under
         this Contract must be in writing. Until receipt of such choices in its
         Home Office, Aetna may rely on any previous choices made. This Contract
         and any Individual Accounts shall not be subject to the claims of any
         creditors. This Contract and any Individual Accounts are nonassignable,
         except to Aetna in the amount of any outstanding loan plus interest or
         pursuant to a "qualified domestic relations order" as set forth under
         the Act, and nontransferable.

Section 5.04(c) is deleted and replaced as follows:

         Each Contract Holder shall name a beneficiary. However, if the Contract
         Holder is married on the date of death, and the named beneficiary is
         other than the current spouse, Aetna shall disregard the named
         beneficiary if upon the Contract Holder's death:

         (1)     The Contract Holder had not reached age 35; or

         (2)     The Contract Holder had reached age 35, and the appropriate
                 preretirement survivor benefit waiver and spousal consent form
                 have not been submitted to Aetna.

         Any existing or future beneficiary designations not in conformance with
         this provision or null and void.


                                       1
<PAGE>

Section 5.04(e) entitled Sum Payable at Death is deleted and replaced as
follows:

         The Current Value payable under the terms of this section will be
         reduced by the amount of the accrued interest on any outstanding loan.
         Aetna will pay the Current Value to the beneficiary when:

         (1)     The Contract Holder dies before Annuity payments start; and

         (2)     The notice of death is received in good order by Aetna.

     The sum payable will be the Current Value on the date when the notice is
     received in good order at Aetna's Home Office. The beneficiary may choose
     to apply any sum under an Annuity Option (see Annuity Provisions), subject
     to any other terms and conditions of this Contract, or to receive a lump
     sum payment.

         If the beneficiary is the surviving spouse, the first Annuity payment
         or the lump sum payment may be deferred to a date not later than when
         the Contract Holder 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 Contract Holder's
         death or be paid to the beneficiary within 5 years of Contract Holder's
         death (see Part IV). In no event may payments to any beneficiary under
         an Annuity Option extend beyond the life of the beneficiary or any
         period certain greater than the beneficiary's life expectancy. If no
         beneficiary exists, the payment will be made to the estate of the
         Contract Holder.

Add the following provision to Section 5.04(f) entitled -Surrender Value:

         Surrender Restrictions: Limitations apply to full and partial
         surrenders of the Restricted Amount from this Contract, as required by
         Code Section 403(b)(11). The Restricted Amount is the sum of:

         (a)     Net Purchase Payments attributable to Contract Holder salary
                 reduction contributions made on and after January 1, 1989; plus

         (b)     The net increase, if any, in the Current Value of the Contract
                 Holder's Individual 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 Contract Holder has reached age 59-1/2;

         (b)     The Contract Holder has separated from service;

         (c)     The Contract Holder has died;

         (d)     The Contract Holder 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.

                                       2
<PAGE>

         A full or partial surrender is also allowed if the Contract Holder
         incurs a "hardship" as that term is defined in the Code or regulations
         under 403(b). However, the amount available for hardship is limited to
         the lesser of the amount necessary to satisfy the need, or the Net
         Purchase Payments attributable to Contract Holder salary reduction
         contributions made on and after January 1, 1989.

         Aetna may require that the Contract Holder certify and/or provide
         satisfactory proof that one of these conditions has been met before a
         surrender request will be considered to be in good order.

         The Contract Holder or beneficiary must notify Aetna in writing when a
         lump sum payment is to be made or Annuity payments are to commence.

Section 5.04(g) is renumbered as Section 5.04(j).

Add the following as the new Section 5.04(g):

         Limitation on Contributions: The Purchase Payment(s) made to a Contract
         Holder's Individual 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 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.

Add the following provision as Section 5.04(h) as follows:

         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 Contract Holder attains age 70-1/2. However, for a Contract
         Holder who attained age 70-1/2 before January 1, 1988, the distribution
         of such benefits must be made or must begin not later than the April 1
         of the calendar year following the calendar year in which the Contract
         Holder retires.

         The above does not apply if the Contract Holder is employed by a
         governmental entity or a church. For Contract Holders of such an
         employer, the distribution of benefits accrued after December 31, 1986,
         must be made or must begin not later than the April 1 of the calendar
         year following the calendar year in which the Contract Holder 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 Contract Holder (or the joint lives of the
         Contract Holder and beneficiary) or over a period not exceeding the
         life expectancy of the Contract Holder (or the joint life expectancies
         of the Contract Holder 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 401(a)(9) minimum distribution requirements and for any adverse
         tax consequences that may result.


                                       3
<PAGE>


Endorsed and made a part of the Contract effective on October 15, 1990 or the
effective date of the Contract whichever is later.


                                    /s/ John J. Martin
                                        President
                                        Aetna Life Insurance and Annuity Company



                                       4
<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


Add the following provision as Section 5.04(i) Distribution Options as follows:

The following distribution options may be elected by the Participant.

(a)      Estate Conservation Option (ECO): A distribution option under which a
         portion of the Individual Account 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, except as provided in b.

                 b.        If Aetna maintains separate records of the value of
                           the account as of December 31, 1986, (see below),
                           payments made on or after the year in which the
                           Participant attains age 75 will only be calculated on
                           amounts contributed after December 31, 1986, plus all
                           interest credited after that date. The method under
                           this rule is only used upon election of the
                           Participant and will no longer be effective if the
                           Participant submits a withdrawal request in addition
                           to a scheduled ECO payment from the Individual
                           Account, at which time ECO payments will then be
                           determined under a.

                           Aetna will maintain separate records if the
                           Participant has not requested any withdrawals from
                           his or her Individual Account since December 31,
                           1986. If a Participant attained age 70 1/2 prior to
                           1988 or is a Participant in a governmental or church
                           Tax Deferred Annuity (TDA) plan, the Participant must
                           be retired in order to qualify under b.

         (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 Current
                 Value, including any current loan(s) outstanding, 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 Participant, 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.

                 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 ECO is in effect.

                                       1

<PAGE>

         (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.

         (4)     Date of Distribution: The Participant 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 June 15 or
                 such other date Aetna may designate or allow.

         (5)     Elections and Revocation: ECO may be elected by the Participant
                 by submitting a completed and signed election form to Aetna's
                 Home Office. If the Contract Holder has notified Aetna that the
                 TDA Plan is subject to Title I of the Employee Retirement
                 Income Security Act of 1974 as amended, the Participant must
                 also submit the appropriate joint and survivor annuity waiver
                 and spousal consent form(s) to Aetna at its Home Office.

                 Once elected, this option may be revoked by the Participant 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.

         (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 Current Value will automatically be
         surrendered and distributed each year.

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

          [bullet]       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
                         Participant. 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, including any current loan(s) outstanding, 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

         [bullet]       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 

                                       2

<PAGE>



                         Current Value as of December 31 of the prior year,
                         including any outstanding loan(s), by the number of
                         payment years remaining.

                 The life expectancy factor is either the single life or joint
                 life expectancy, as elected by the Participant, 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 in the manner
                 described above, unless 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 Participant 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.

                 SWO payments will be made annually. Subsequent distributions
                 will be made annually on June 15 or such other date Aetna may
                 designate or allow.

         (5)     Elections and Revocation: SWO may be elected by the Participant
                 by submitting a completed and signed election form to Aetna's
                 Home Office. If the Contract Holder has notified Aetna that the
                 TDA Plan is subject to Title I of the Employee Retirement
                 Income Security Act of 1974 as amended, the Participant must
                 also submit the appropriate joint and survivor annuity waiver
                 and spousal consent form(s) to Aetna at its Home Office.

                 Once elected, this option may be revoked by the Participant 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.

         (6)     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

<PAGE>



Endorsed and made a part of the Contract effective on October 15, 1990 or the
effective date of the Contract whichever is later.


                                   /s/ John J. Martin
                                       President
                                       Aetna Life Insurance and Annuity Company

                                       4
<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to add the following new provisions to the end
of Section 6.02 entitled Surrender Fee as follows:

No Surrender Fee is deducted from any portion of the Current Value which is
paid:

         (d)     When the Current Value is $2,500 or less and no surrenders have
                 been taken from the Contract within the prior 12 months. If
                 there is more than one Contract, then this provision will only
                 apply when the total in all of the Contracts is $2,500 or less;
                 or

         (e)     In an amount equal to or less than 10% if the Current Value, as
                 part of the first partial surrender request in a calendar year
                 to a Contract Holder who is at least age 59 1/2 and less than
                 70 1/2. The Current Value is calculated as of the date the
                 partial surrender request is received in good order at Aetna's
                 Home Office. Any outstanding loans from the Contract are
                 excluded when calculating the Current Value. This provision
                 does not apply to partial surrenders due to loan defaults made
                 from the Contract and does it apply to full surrender requests.

Endorsed and made a part of this Contract.





                                /s/ Edmund F. Kelly
                                    President
                                    Aetna Life Insurance and Annuity Company



<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract is hereby endorsed to amend and restate the previous Guaranteed
Interest Account (GI Account) endorsement as follows:

Add to Section 1. GENERAL DEFINITIONS the following paragraph:

         Maturity Date: The last day of a GI Account Term.

         Matured Term Value: The amount payable on a GI Account Term's Maturity
         Date.

         Nonunitized Separate Account: An account set up by Aetna under Title
         38, Sec. 38-154a, of the Connecticut General Statutes, which is used to
         hold assets for GI Account Terms greater than three years. The Contract
         Holder does not participate in the investment gain or loss from the
         assets held in the GI Account.

Section 3.08, - Transfer of Current Value from the Fund(s) is deleted and
replaced by the following:

         Before an Annuity Option is elected, all or any portion of the Current
         Value may be transferred from any Fund or GI Account:

         (a)     To any other allowable Fund;

         (b)     To the Fixed Account; or

         (c)     To Terms of the GI Account available in the current Deposit
                 Period. Amounts in a specific GI Account Term cannot be
                 transferred to the Deposit Period of another Term within the
                 same Classification except at the Term's maturity (see
                 3.15(f)).

The following amended and restated provision now designated Section 3.15 -
Guaranteed Interest Account (GI Account) is described and limited as follows:

The GI Account provides a guaranteed effective annual yield for Net Purchase
Payments and transfers held in the GI Account for stipulated periods of time
(see (a) and (b) 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 GI Account for one or more
         Guaranteed Terms.

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

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

                                       1
<PAGE>

         (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 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.

(d)      Guaranteed Effective Yields (Yields) - The effective annual yield(s)
         are guaranteed by Aetna for Net Purchase Payment(s) and transfers
         accepted into a Deposit Period for available Terms in the GI Account
         Yield(s) will gradually increase to the end of a Term and will never be
         less than 4%.

         Representative Yields for 5 year Terms are shown in the Table (see (j)
         below). The Yields are shown for Net Purchase Payment(s) accepted into
         Terms of the GI Account during a Deposit Period and held to the end of
         each subsequent elapsed quarter. Tables for other Yields and Terms will
         be provided upon request and will be computed on a basis consistent
         with the representative Yield(s) in the Table (see (j) below).

         The ending Term Effective Yield is the rate which Aetna will declare
         prior to each Deposit Period. Aetna will also calculate the interim
         Yield(s). Aetna will add interest daily for each applicable quarter.

(e)      Withdrawals from GI Account - Full or partial surrenders may be
         requested at any time from the GI Account prior to the end of a Term.
         The amount withdrawn before the Maturity Date of a Term will receive a
         Yield which is reduced from the ending Term Effective Yield. The
         reduced Yield will never be less than 4%.

         Full and partial surrenders are satisfied by withdrawing amounts from
         each of the Fund(s), the Fixed Account, the GI Account Short-Term
         Classification and the GI 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 GI Account Short-Term and
         Long-Term Classifications are considered as two separate investment
         options. Also, amounts will be removed within a GI Account
         Classification starting with the Term still in effect with the oldest
         Deposit Period.

         Any withdrawal which is a surrender will be subject to the Maintenance
         Fee and Surrender Fee as appropriate.

         Net Purchase Payment(s) withdrawn from the GI Account under the Sum
         Payable at Death provision prior to the end of a Term will earn the
         Yield stated for the Net Purchase Payment(s) remaining in the
         Classification of the GI Account to the end of the Term.

                                       2
<PAGE>

(f)      Transfers - Twelve times during each calendar year, any portion of the
         amounts held in Classifications of the GI Account may be transferred to
         any other accumulation option(s) available under the Contract. The
         Transfer of any portion of the GI Account value at the Maturity Date of
         a Term is not counted for this purpose.

         Such transfers are subject to the Withdrawal provision (see (e) above).

         Amounts may be transferred from any of the Fund(s) to Terms available
         in the GI Account's current Deposit Period.

         Aetna may allow transfers from the Fixed Account at certain times under
         the following conditions:

         (1)     10% of the Current Value in the Fixed Account under the
                 Contract may be transferred to the Fund(s) and/or to GI Account
                 Terms during the then current. Deposit Period without charge.
                 The transfer will be allowed once per calendar year except as
                 provided in (2) below. Fixed Account transfers are not allowed
                 under an Annuity Option.

         Aetna may, for temporary periods of time allow any larger percentage to
         be transferred.

         (2)     Any remaining balance in the Fixed Account under the Contract
                 may be transferred by the Contract Holder in its entirety to
                 the Fund(s) and/or Terms available in the GI Account's current
                 Deposit Period if:

                 (a)     The Current Value in the Fixed Account under the
                         Contract is $2,000 or less; or

                 (b)     The maximum percentage allowed was transferred from the
                         Fixed Account in each of the four consecutive prior
                         calendar years and no additional Net Purchase
                         Payment(s) to the Contract have been allocated to the
                         Fixed Account during the same four consecutive calendar
                         year periods.

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

         Amounts in a specific GI Account Term cannot be transferred to the
         Deposit Period of another Term within the same Classification except at
         the Term's maturity (see (g) below).

(g)      Maturity Date/Reinvestment - For all GI Account Term(s) existing as of
         the effective date of this endorsement in addition to GI Account
         Term(s) announced subsequent to that date, the Contract Holder 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 Yield(s),
         Term(s) and a projected Matured Term Value.

         The Matured Term Value may be surrendered or transferred on the Term's
         Maturity Date. If no specific direction is given by the Contract Holder
         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 Date, the 


                                       3
<PAGE>

         Contract Holder will be mailed a confirmation statement. This statement
         will state the Terms and Yields which will apply to the reinvested
         Matured Term Value.

         During the calendar month following the Term's Maturity Date, the
         Contract Holder 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 GI Account. This provision only applies to the first such
         request received from the Contract Holder during this period for any
         Matured Term Value. The Matured Term Value plus any interest accrued
         thereon may be transferred upon such request:

         (1)     To any Terms of the GI 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.

(h)      Current Value - Current Value will also include any amounts in the GI
         Account, including GI Account interest added by Aetna.

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

         All amounts in the GI 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 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 Yields to be credited to the GI Account.
         All assets of Aetna including amounts made to the GI Account are
         available to meet the guarantees under the GI Account.

(j)      Table of Representative Yields - Five Year Terms: Please note that the
         following examples are based on hypothetical percentages for the
         Guaranteed Effective Yield. Actual past effective yields and future
         effective yields may vary.



                                       4
<PAGE>



<TABLE>
<CAPTION>
                         Guaranteed Effective   Guaranteed Effective   Guaranteed Effective    Guaranteed Effective
                         Yield at end of        Yield at end of        Yield at end of         Yield at end of
End of Quarter           Quarter                Quarter                Quarter                 Quarter
- --------------           --------------------   --------------------   --------------------    --------------------
<S>                           <C>                    <C>                    <C>                     <C>    
01                            5.7421%                5.9860%                6.2283%                 6.4689%
02                            5.5103%                5.6493%                5.7872%                 5.9241%
03                            5.4772%                5.5744%                5.6709%                 5.7666%
04                            5.5057%                5.5806%                5.6548%                 5.7283%
05                            5.5610%                5.6219%                5.6822%                 5.7420%
06                            5.6305%                5.6818%                5.7326%                 5.7830%
07                            5.7082%                5.7524%                5.7964%                 5.8745%
08                            5.7912%                5.8302%                5.8689%                 6.8182%
09                            5.8778%                5.9126%                6.5664%                 7.5655%
10                            5.9667%                6.1733%                7.1726%                 8.1720%
11                            6.0574%                6.6750%                7.6745%                 8.6740%
12                            6.1335%                7.0972%                8.0968%                 9.0964%
13                            6.4576%                7.4573%                8.4570%                 9.4567%
14                            6.7684%                7.7682%                8.7680%                 9.7677%
15                            7.0394%                8.0392%                9.0391%                10.0389%
16                            7.2778%                8.2776%                9.2775%                10.2774%
17                            7.4891%                8.4890%                9.4889%                10.4888%
18                            7.6777%                8.6776%                9.6776%                10.6775%
19                            7.8471%                8.8470%                9.8470%                10.8470%
20                            8.0000%*               9.0000%*              10.0000%*               11.0000%*
</TABLE>

* Ending Term Effective Yield.

The GI Account cannot be used as a pay-out option under the ANNUITY PROVISIONS
of the Contract.

Endorsed and made a part of this Contract on May 1, 1991 or the effective date
of the Contract whichever is later.


                                 /s/ John J. Martin
                                     President
                                     Aetna Life Insurance and Annuity Company



                                       5
<PAGE>



                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract is hereby endorsed as follows:

The Contract section entitled General Definitions is amended to include the
following 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 to 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 discretion, Aetna may allow additional amounts 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 Allocation 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 canceled 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 canceled 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 Net 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 of GET Fund. If no GET Fund Series
         is available, 50% of the Current Value from that GET Fund series will
         be transferred to Aetna Variable Fund, a growth and income fund. The
         remaining 50% 

                                       1
<PAGE>

         of the Current Value will be transferred to Aetna Income Shares, a bond
         fund. The Transfers will be made during 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 Allocation Period for
         that series begins.

         Guarantee: Aetna guarantees that on a series' 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. This 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 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
amended 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 Fund Record Unit Value, which
         may be more or less than the Record Unit Value guaranteed at the GET
         Fund Maturity Date.

The Contract section entitled Reinstatement is amended to include the following
paragraph at the end of this provision:

         Amounts attributable to GET will be reinstated to the Allocation Period
         of a GET series, if available. If a GET series Allocation Period is
         unavailable, amounts will be reallocated among other Fund(s), the Fixed
         Account and the GI Account, (if applicable), on a prorata basis.

The Contract section entitled Choice to be Made is amended to include the
following paragraph at the end of this provision:

         Contract values based on any GET Fund series must be transferred to
         another accumulation option prior to election of an Annuity Option.

                                       2
<PAGE>

Endorsed and made a part of this Contract on the effective date of the Contract.



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



                                       3
<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 as
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 Contract and the Certificate, (as applicable).



                              /s/ G. G. Benanav
                                  President
                                  Aetna Life Insurance and Annuity Company




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT



The Contract and Certificate are hereby endorsed as follows.



Add the following to the Section entitled Surrender Fee:

No Surrender Fee is deducted from any portion of the Individual Account which is
paid as a premium for a Single Premium Immediate Annuity issued by Aetna or one
of its affiliates, provided that the "Right to Cancel" under such other annuity
contract is not exercised by the Contract Holder. An exercise of the "Right to
Cancel" under such other annuity contract shall be treated as a request for
Reinstatement under this Contract of the amount refunded, and, at the option of
the Participant, may then be withdrawn subject to any surrender fee applicable
to this Contract at the time the Account Value was first applied toward such
other annuity contract.



The following language will replace the "Estate Conservation Option (ECO)"
Distribution Option and the "Systematic Withdrawal Option (SWO)" language found
in the Contract.

Without further amendment of this Contract, Aetna may, from time to time,
establish and make available for election by the Contract Holder, one or more
Individual Account systematic distribution options (SDO). When an SDO election
is in effect as to any Individual Account, automatic withdrawals will be made
from the Individual Account. No Surrender Fees apply to such automatic
withdrawals made under an SDO. A Market Value Adjustment may apply depending on
the terms of the SDO.

Any SDO offered by Aetna will be subject to the following criteria:

     a)  Any SDO established by Aetna will be made available among similarly
         situated contracts uniformly and on the basis of objective criteria
         consistently applied.

     b)  The availability of any SDO may be limited by terms and conditions
         applicable to the election of such SDO.

     c)  Aetna may discontinue the availability of an SDO at any time. Except to
         the extent required in order to comply with applicable law, any such
         discontinuance shall not apply to any Individual Accounts and to which
         an election under such SDO is in effect at the time of such SDO's
         discontinuance.



Add the following paragraph to the Section entitled Annuity Options.

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



Add or replace the following in Annuity Options for deposits made by
Participants who become covered under this Contract on or after the effective
date of this Endorsement.

     Option 3

     Replace the second paragraph with the following paragraph:

     The number of years must be at least 5 and not more than 30.



Replace the Annuity Tables in the Section entitled "Annuity Options" under
Annuity Provisions with the following Tables for deposits made by Participants
who become covered under this Contract on or after the effective date of this
Endorsement.





                                     Page 1
<PAGE>



                                    OPTION 3

                      Payments for a Stated Period of Time

                    Amount of 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%

- --------------------------------------------------------------------------
                      Monthly                              Monthly
     Years            Payment             Years            Payment
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------

       5              17.91                18               5.96
       6              15.14                19               5.73
       7              13.16                20               5.51
       8              11.68                21               5.32
       9              10.53                22               5.15
      10               9.61                23               4.99
      11               8.86                24               4.84
      12               8.24                25               4.71
      13               7.71                26               4.59
      14               7.26                27               4.47
      15               6.87                28               4.37
      16               6.53                29               4.27
      17               6.23                30               4.18
- --------------------------------------------------------------------------



                 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                            Monthly
       Years            Payment            Years           Payment
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------

         5               18.12              18              6.20
         6               15.35              19              5.97
         7               13.38              20              5.75
         8               11.90              21              5.56
         9               10.75              22              5.39
        10                9.83              23              5.24
        11                9.09              24              5.09
        12                8.46              25              4.96
        13                7.94              26              4.84
        14                7.49              27              4.73
        15                7.10              28              4.63
        16                6.76              29              4.53
        17                6.47              30              4.45
- --------------------------------------------------------------------------




                                     Page 2
<PAGE>


                                    OPTION 3

                      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                             Monthly
      Years           Payment              Years          Payment
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------

        5              18.74                18             6.94
        6              15.99                19             6.71
        7              14.02                20             6.51
        8              12.56                21             6.33
        9              11.42                22             6.17
       10              10.51                23             6.02
       11               9.77                24             5.88
       12               9.16                25             5.76
       13               8.64                26             5.65
       14               8.20                27             5.54
       15               7.82                28             5.45
       16               7.49                29             5.36
       17               7.20                30             5.28
- -------------------------------------------------------------------------



                                     Page 3
<PAGE>


                                    Option 4

                                   Life Income

                    Amount of 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 Years

- -------------------------------------------------------------------------------
   Adjusted
    Age of       None          5           10            15        20
  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.



                                     Page 4
<PAGE>


                                    OPTION 4

                                   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 Years

- ------------------------------------------------------------------------
   Adjusted
    Age of        None       5         10         15        20
   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.



                                     Page 5
<PAGE>


                                    OPTION 4

                                   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 Years

- -------------------------------------------------------------------------
   Adjusted
    Age of         None       5         10         15        20
   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.



                                     Page 6
<PAGE>


                                    OPTION 5

                         Life Income for Two Annuitants

                    Amount of 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
- ----------------------------                                       Option 4d
  Annuitant        Second    Option 4a    Option 4b    Option 4c    10 Years   Option 4e
                  Annuitant                                        Guaranteed
- -------------- ---------------------------------------------------------------------------

<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        3.99          4.44        4.71         3.98        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        4.38          4.97        5.32         4.38        4.65

     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        4.93          5.68        6.15         4.91        5.27

     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        5.69          6.68        7.32         5.62        6.13

     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        6.78          8.11        8.99         6.54        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.



                                     Page 7
<PAGE>


                                    OPTION 5

                         Life Income for Two Annuitants

                 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
- -------------------------------                                                 Option 4d
  Annuitant        Second         Option 4a      Option 4b       Option 4c       10 Years     Option 4e
                  Annuitant                                                     Guaranteed
- ---------------------------------------------------------------------------------------------------------

<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.



                                     Page 8
<PAGE>


                                    OPTION 5

                         Life Income for Two Annuitants

                 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
- ------------------------------                                                 Option 4d
 Annuitant        Second         Option 4a      Option 4b       Option 4c       10 Years     Option 4e
                 Annuitant                                                     Guaranteed
- --------------------------------------------------------------------------------------------------------

<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.







Endorsed and made a part of this Contract and Certificate on May 1, 1997 or when
accepted by the Contract Holder.

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


                                     Page 9




                            CERTIFICATE OF AMENDMENT
                     OF THE CERTIFICATE OF INCORPORATION OF
                    AETNA LIFE INSURANCE AND ANNUITY COMPANY


1.   The name of the corporation is Aetna Life Insurance and Annuity Company.

2.   The Certificate of Incorporation is amended only by the following
     resolution which was adopted by the Executive Committee of the Board of
     Directors and by the holder of all the outstanding shares entitled to vote
     thereon in accordance with Section 33-360(b)(3) of the Connecticut Stock 
     Corporation Act:

     RESOLVED:           That the Certificate of Incorporation of Aetna Life 
                         Insurance and Annuity Company is hereby amended by 
                         adding a new Section 7 which reads in its entirety 
                         as follows:

                           Section 7. The Company's By-Laws may provide for the
                           establishment of an Executive Committee, which
                           committee may, subject to such limitations as the
                           By-Laws from time to time provide, exercise all of
                           the authority of the Board of Directors of the
                           Company.

3.   The above resolution was adopted by the Executive Committee of the Board of
     Directors and by the sole shareholder.

4.   The vote of the sole shareholder pursuant to written consent was as
     follows:


          Number of                                                           
       Shares Entitled      Total Voting        Vote Required         Voted For
            to Vote        Power of Shares      for Adoption          Adoption
       ---------------     ---------------      -------------         ---------
            55,000              55,000             36,667              55,000


Dated at Hartford, Connecticut this 10 day of December, 1996.

We hereby declare, under the penalties of false statement, that the statements
made in the foregoing certificate are true.

CORPORATE SEAL                        /s/ Daniel P. Kearney
                                      ------------------------------------------
                                      President


                                      /s/ Kirk P. Wickman
                                      ------------------------------------------
                                      Secretary



                             PARTICIPATION AGREEMENT

                                      Among

                        VARIABLE INSURANCE PRODUCTS FUND
                        FIDELITY DISTRIBUTORS CORPORATION

                                       and

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY



     THIS AGREEMENT, made and entered into as of the 1st day of February, 1994
by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY, (hereinafter the
"Company"), a Connecticut corporation, on its own behalf and on behalf of each
segregated asset account of the Company set forth on Schedule A hereto as may be
amended from time to time (each such account hereinafter referred to as the
"Account"), and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business
trust organized under the laws of the Commonwealth of Massachusetts (hereinafter
the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the
"Underwriter"), a Massachusetts corporation.

     WHEREAS, the fund engages in business as an open-end management investment
company and is available to act as the investment vehicle for separate accounts
established for variable life insurance policies and variable annuity contracts
(collectively, the "Variable Insurance Products") to be offered by insurance
companies which have entered into participation agreements with the Fund and the
Underwriter (hereinafter "Participating Insurance Companies"); and

     WHEREAS, the beneficial interest in the Fund is divided into several series
of shares, each designated a "Portfolio" and representing the interest in a
particular managed portfolio of securities and other assets; and

     WHEREAS, the Fund has obtained an order from the Securities and Exchange
Commission, dated October 15, 1985 (File No. 812-6102), granting Participating
Insurance Companies and variable annuity and variable life insurance separate
accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and
15(b) of the Investment Company Act of 1940, as amended, (hereinafter the "1940
Act") and Rules 6e-2(b) (15) and 6e-3(T) (b) (15) thereunder, to the extent
necessary to permit shares of the Fund to be sold to and held by variable
annuity and variable life insurance separate accounts of both affiliated and
unaffiliated life insurance companies (hereinafter the "Shared Funding Exemptive
Order"); and

     WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and

<PAGE>

     WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly
registered as an investment adviser under the federal Investment Advisers Act of
1940 and any applicable state securities law; and

     WHEREAS, the Company has registered or will register certain variable life
insurance, funding agreements, and variable annuity contracts under the 1933
Act; and

     WHEREAS, each Account is duly organized, validly existing segregated asset
account, established by resolution of the Board of Directors of the Company, on
the date shown for such Account on Schedule A hereto, to set aside and invest
assets attributable to the aforesaid variable annuity contracts; and

     WHEREAS, the Company has registered or will register each Account as a unit
investment trust under the 1940 Act; and

     WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act of
1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing
of the National Association of Securities Dealers, Inc. (hereinafter "NASD");
and

     WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid variable life and variable
annuity contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as each Account at net asset value;

     NOW, THEREFORE, in consideration of their mutual promises, the Company, the
Fund and the Underwriter agree as follows:

                                   ARTICLE I.
                               Sale of Fund Shares
                               -------------------

     1.1 The Underwriter agrees to sell to the Company those shares of the Fund
which each Account orders, executing such orders on a daily basis at the net
asset value next computed after receipt by the Fund or its designee of the order
for the shares of the Fund. For purposes of this Section 1.1, the Company shall
be the designee of the Fund for receipt of such orders from each Account and
receipt by such designee shall constitute receipt by the Fund; provided that the
Fund receives notice of such order by 9:00 a.m. Boston time on the next
following Business Day. "Business Day" shall mean any on which the New York
Stock Exchange is open for trading and on which the Fund calculates its net
asset value pursuant to the rules of the Securities and Exchange Commission.

     1.2 The Fund agrees to make its shares available indefinitely for purchase
at the applicable net asset value per share by the Company and its Accounts on
those days on which the Fund calculates its net asset value pursuant to rules of
the Securities and Exchange Commission 

                                       2
<PAGE>

and the Fund shall use reasonable efforts to calculate such net asset value on
each day which the New York Stock Exchange is open for trading. Notwithstanding
the foregoing, the Board of Trustees of the Fund (hereinafter the "Board") may
refuse to sell shares of any Portfolio to any person, or suspend or terminate
the offering of shares of any Portfolio if such action is required by law or by
regulatory authorities having jurisdiction or is, in the sole discretion of the
Board acting in good faith and in light of their fiduciary duties under federal
and any applicable state laws, necessary in the best interests of the
shareholders of such Portfolio.

     1.3 The Fund and the Underwriter agree that shares of the Fund will be sold
only to Participating Insurance Companies and their separate accounts. No shares
of any Portfolio will be sold to the general public.

     1.4 The Fund and the Underwriter will not sell Fund shares to any insurance
company or separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, VII and Section 2.5 of Article II
of this Agreement is in effect to govern such sales.

     1.5 The Fund agrees to redeem for cash, on the Company's request, any full
or fractional shares of the Fund held by the Company, executing such requests on
a daily basis at the net asset value next computed after receipt by the Fund or
its designee of the request for redemption. For purposes of this Section 1.5,
the Company shall be the designee of the Fund for receipt of requests for
redemption from each Account and receipt by such designee shall constitute
receipt by the Fund; provided that the Fund receives notice of such request for
redemption on the next following Business Day.

     1.6 The Company agrees to purchase and redeem the shares of each Portfolio
offered by the then current prospectus of the Fund and in accordance with the
provisions of such prospectus. The Company agrees that all net amounts available
under the variable annuity contracts with the form number(s) which are listed on
Schedule A attached hereto and incorporated herein by this reference, as such
Schedule A may be amended from time to time hereafter by mutual written
agreement of all the parties hereto, (the "Contracts") shall be invested in the
Fund, in such other Funds advised by the Adviser as may be mutually agreed to in
writing by the parties hereto, or in the Company's general account, provided
that such amounts may also be invested in an investment company other than the
Fund if (a) such other investment company, or series thereof, has investment
objectives or policies that are substantially different from the investment
objectives and policies of all the Portfolios of the Fund; or (b) the Company
gives the Fund and the Underwriter 45 days written notice of its intention to
make such other investment company available as a funding vehicle for the
Contracts; or (c) such other investment company was available as a funding
vehicle for the Contracts prior to the date of this Agreement and the Company so
informs the Fund and Underwriter prior to their signing this Agreement (a list
of such funds appearing on Schedule C to this Agreement); or (d) the Fund or
Underwriter consents to the use of such other investment company.

     1.7 The Company shall pay for Fund shares on the next Business Day after an
order to purchase Fund shares is made in accordance with the provisions of
Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For
purpose of Section 2.10 and 2.11,


                                       3
<PAGE>

upon receipt by the Fund of the federal funds so wired, such funds shall cease
to be the responsibility of the Company and shall become the responsibility of
the Fund.

     1.8 Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to the Company or any Account. Shares
ordered from the Fund will be recorded in an appropriate title for each Account
or the appropriate subaccount of each Account.

     1.9 The Fund shall furnish same day notice (by wire or telephone, followed
by written confirmation) to the Company of any income, dividends or capital gain
distributions payable on the Fund's shares. The Company hereby elects to receive
all such income dividends and capital gain distributions as are payable on the
Portfolio shares in additional shares of that Portfolio. The Company reserves
the right to revoke this election and to receive all such income dividends and
capital gain distributions in cash. The Fund shall notify the Company of the
number of shares so issued as payment of such dividends and distributions.

     1.10 The Fund shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts to
make such net asset value per share available by 7 p.m. Boston time.

                                   ARTICLE II.
                         Representations and Warranties
                         ------------------------------

     2.1 The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act or are exempt from registration thereunder; that
the Contracts will be issued and sold in compliance in all material respects
with all applicable Federal and State laws and that the sale of the Contracts
shall comply in all material respects with state insurance suitability
requirements. The Company further represents and warrants that it is an
insurance company duly organized and in good standing under applicable law and
that it has legally and validly established each Account prior to any issuance
or sale thereof as a segregated asset account under Section 38a-433 of the
Connecticut Insurance Code and has registered or, prior to any issuance or sale
of the Contracts, will register each Account as a unit investment trust in
accordance with the provisions of the 1940 Act to serve as a segregated
investment account for the Contracts.

     2.2 The Fund represents and warrants that Fund shares sold pursuant to this
Agreement shall be registered under the 1933 Act, duly authorized for issuance
and sold in compliance with the laws of the State of Connecticut and all
applicable federal and state securities laws and that the Fund is and shall
remain registered under the 1940 Act. The Fund shall amend the Registration
Statement for its shares under the 1933 Act and the 1940 Act from time to time
as required in order to effect the continuous offering of its shares. The Fund
shall register and qualify the shares for sale in accordance with the laws of
the various states only if and to the extent deemed advisable by the Fund or the
Underwriter.


                                       4
<PAGE>


     2.3 The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended, (the "Code") and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Company immediately upon having a reasonable basis for
believing that it has ceased to so qualify or that it might not so qualify in
the future.

     2.4 The Company represents that the Contracts are currently treated as
endowment or annuity insurance contracts, under applicable provisions of the
Code and that it will make every effort to maintain such treatment and that it
will notify the Fund and the Underwriter immediately upon having a reasonable
basis for believing that the Contracts have ceased to be so treated or that they
might not be so treated in the future.

     2.5 The Fund currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise,
although it may make such payments in the future. The Fund has adopted a "no
fee" or "defensive" Rule 12b-1 Plan under which it makes no payments for
distribution expenses. To the extent that it decides to finance distribution
expenses pursuant to Rule 12b-1, the Fund undertakes to have a board of
trustees, a majority of whom are not interested persons of the Fund, formulate
and approve any plan under Rule 12b-1 to finance distribution expenses.

     2.6 The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states
except that the Fund represents that the Fund's investment policies, fees and
expenses are and shall at all times remain in compliance with the laws of the
State of Connecticut and the Fund and the Underwriter represent that their
respective operations are and shall at all times remain in material compliance
with the laws of the State of Connecticut to the extent required to perform this
Agreement.

     2.7 The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with the laws of the State of Connecticut and all applicable state
and federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 1940 Act.

     2.8 The Fund represents that it is lawfully organized and validly existing
under the laws of the Commonwealth of Massachusetts and that it does and will
comply in all material respects with the 1940 Act.

     2.9 The Underwriter represents and warrants that the Adviser is and shall
remain duly registered in all material respects under all applicable federal and
state securities laws and that the Adviser shall perform its obligations for the
Fund in compliance in all material respects with the laws of the State of
Connecticut and any applicable state and federal securities laws.


                                       5
<PAGE>

     2.10 The Fund and Underwriter represent and warrant that all of their
directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.

     2.11 The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individual/entities dealing
with the money and/or securities of the Fund are covered by a blanket fidelity
bond or similar coverage for the benefit of the Fund, in an amount not less $2
million. The aforesaid includes coverage for larceny and embezzlement is issued
by a reputable bonding company. The Company agrees to make all reasonable
efforts to see that this bond or another bond containing these provisions is
always in effect, and agrees to notify the Fund and the Underwriter in the event
that such coverage no longer applies.

                                  ARTICLE III.
                    Prospectuses and Proxy Statements: Voting
                    ------------------------------------------

     3.1 The Underwriter shall provide the Company (at the Company's expense)
with as many copies of the Fund's current prospectus as the Company may
reasonably request. If requested by the Company in lieu thereof, the Fund shall
provide such documentation (including a final copy of the new prospectus as set
in type at the Fund's expense) and other assistance as is reasonably necessary
in order for the Company once each year (or more frequently if the prospectus
for the Fund is amended) to have the prospectus for the Contracts and the Fund's
prospectus printed together in one document (such printing to be at the
Company's expense).

     3.2 The Fund's prospectus shall state that the Statement of Additional
Information for the Fund is available from the Underwriter (or in the Fund's
discretion, the Prospectus shall state that such Statement is available from the
Fund), and the Underwriter (or the Fund), at its expense, shall print and
provide such Statement free of charge to the Company and to any owner of a
Contract or prospective owner who requests such Statement.

     3.3 The Fund, at its expense, shall provide the Company with copies of its
proxy material, reports to shareholders, and other communications to
shareholders in such quantity as the Company shall reasonably require for
distributing to Contract owners.

         3.4      If and to the extent required by law the Company shall:

                  (i)    solicit voting instructions from Contract owners;

                  (ii)   vote the Fund shares in accordance with instructions 
                         received from Contract owners; and


                                       6
<PAGE>


                  (iii)  vote Fund shares for which no instructions have been
                         received in the same proportion as Fund shares of such
                         portfolio for which instructions have been received,

so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Fund shares
held in any segregated asset amount in its own right, to the extent permitted by
law. Participating Insurance Companies shall be responsible for assuring that
each of their separate accounts participating in the Fund calculates voting
privileges in a manner consistent with the standards set forth on Schedule B
attached hereto and incorporated herein by this reference, which standards will
also be provided to the other Participating Insurance Companies.

     3.5 The Fund will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Fund will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund
is not one of the trusts described in Section 16(c) of that Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in
accordance with the Securities and Exchange Commission's interpretation of the
requirements of Section 16(a) with respect to periodic elections of trustees and
with whatever rules the Commission may promulgate with respect thereto.

                                   ARTICLE IV.
                         Sales Material and Information
                         ------------------------------

     4.1 The Company shall furnish, or shall cause to be furnished, to the Fund
or its designee, each piece of sales literature or other promotional material in
which the Fund or its investment adviser or the Underwriter is named, at least
fifteen Business Days prior to its use. No such material shall be used if the
Fund or its designee reasonably objects to such use within fifteen Business Days
after receipt of such material.

     4.2 The Company shall not give any information or make any representations
or statements on behalf of the Fund or concerning the Fund in connection with
the sale of the Contracts other than the information or representations
contained in the registration statement or prospectus for the Fund shares, as
such registration statement and prospectus may be amended or supplemented from
time to time, or in reports or proxy statements for the Fund, or in sales
literature or other promotional material approved by the Fund or its designee or
by the Underwriter, except with the permission of the Fund or the Underwriter or
the designee of either.

     4.3 The Fund, Underwriter, or its designee shall furnish, or shall cause to
be furnished, to the Company or its designee, each piece of sales literature or
other promotional material in which the Company and/or its separate account(s),
is named at least fifteen Business Days prior to its use. No such material shall
be used if the Company or its designee reasonably objects to such use within
fifteen Business Days after receipt of such material.


                                       7
<PAGE>

     4.4 The Fund and the Underwriter shall not give any information or make any
representations on behalf of the Company or concerning the Company, each
Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for each Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.

     4.5 The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, Statements of Additional Information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Fund or its shares, contemporaneously
with the filing of such document with the Securities and Exchange Commission or
other regulatory authorities.

     4.6 The Company will provide to the Fund at least one complete copy of all
registration statements, prospectuses, Statements of Additional Information,
reports, solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no action
letters, and all amendments to any of the above, that relate to the Contracts or
each Account, contemporaneously with the filing of such document with the SEC or
other regulatory authorities.

     4.7 For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording, videotape display,
signs or billboards, motion pictures, or other public media), sales literature
(i.e., any written communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters, form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), educational or training
materials or other communications distributed or made generally available to
some or all agents or employees, and registration statements, prospectuses,
Statements of Additional Information, shareholder reports, and proxy materials.

                                   ARTICLE V.
                                Fees and Expenses
                                -----------------

     5.1 The Fund and Underwriter shall pay no fee or other compensation to the
Company under this agreement, except that if the Fund or any Portfolio adopts
and implements a plan pursuant to Rule 12b-1 to finance distribution expenses,
then the Underwriter may make payments to the Company or to the underwriter for
the Contracts if and in amounts agreed to by the Underwriter in writing and such
payments will be made out of existing fees otherwise payable to the Underwriter,
past profits of the Underwriter or other resources available to the Underwriter.
No such payments shall be made directly by the Fund. Currently, no such payments
are contemplated.


                                       8
<PAGE>


     5.2 All expenses incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent deemed advisable by the Fund, in accordance with
applicable state laws prior to their sale. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares, preparation and
filing of the Fund's prospectus and registration statement, proxy materials and
reports, setting the prospectus in type, setting in type and printing the proxy
materials and reports to shareholders (including the costs of printing a
prospectus that constitutes an annual report), the preparation of all statements
and notices required by any federal or state law, all taxes on the issuance or
transfer of the Fund's shares.

     5.3 The Company shall bear the expenses of printing and distributing the
Fund's prospectus to owners of Contracts issued by the Company and of
distributing the Fund's proxy materials and reports to such Contract owners.

                                   ARTICLE VI.
                                 Diversification
                                 ---------------

     6.1 The Fund will at all times invest money from the Contracts in such a
manner as to ensure that the Contracts will be treated as variable contracts
under the Code and the regulations issued thereunder. Without limiting the scope
of the foregoing, the Fund will at all times comply with Section 817(h) of the
Code and Treasury Regulation 1.817-5, relating to the diversification
requirements for variable annuity, endowment, or life insurance contracts and
any amendments or other modifications to such Section or Regulations. In the
event of a breach of this Article VI by the Fund, it will take all reasonable
steps (a) to notify Company of such breach and (b) to adequately diversify the
Fund so as to achieve compliance with the grace period afforded by Regulation
817-5.

                                  ARTICLE VII.
                               Potential Conflicts
                               -------------------

     7.1 The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by variable annuity contract and variable life insurance contract owners; or (f)
a decision by an insurer to disregard the voting instructions of contract
owners. The Board shall promptly inform the Company if it determines that an
irreconcilable material conflict exists and the implications thereof.


                                       9
<PAGE>

     7.2 The Company will report any potential or existing conflicts of which it
is aware to the Board. The Company will assist the Board in carrying out its
responsibilities under the Shared Funding Exemptive Order, by providing the
Board with all information reasonably necessary for the Board to consider any
issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.

     7.3 If it is determined by a majority of the Board, or a majority of its
disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1)
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that vote in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2) establishing a new
registered management investment company or managed separate account.

     7.4 If a material irreconcilable conflict arises because of a decision by
the Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the affected Account's
investment in the Fund and terminate this Agreement with respect to such
Account; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested members of the Board. Any such
withdrawal and termination must take place within six (6) months after the Fund
gives written notice that this provision is being implemented, and until the end
of that six month period the Underwriter and Fund shall continue to accept and
implement orders by the Company for the purchase (and redemption) of shares of
the Fund.

     7.5 If a material irreconcilable conflict arises because a particular state
insurance regulator's decision applicable to the Company conflicts with the
majority of other state regulators, then the Company will withdraw the affected
Account's investment in the Fund and terminate this Agreement with respect to
such Account within six months after the Board informs the Company in writing
that it has determined that such decision has created an irreconcilable material
conflict; provided, however, that such withdrawal and termination shall be
limited to the extent required by the foregoing material irreconcilable conflict
as determined by a majority of the disinterested members of the Board. Until the
end of the foregoing six month period, the Underwriter and Fund shall continue
to accept and implement orders by the Company for the purchase (and redemption)
of shares of the Fund.

                                       10
<PAGE>

     7.6 For purposes of Sections 7.3 through 7.6 of this Agreement, a majority
of the disinterested members of the Board shall determine whether any proposed
action adequately remedies any irreconcilable material conflict, but in no event
will the Fund be required to establish a new funding medium for the Contracts.
The Company shall not be required by Section 7.3 to establish a new funding
medium for the Contracts if an offer to do so has been declined by vote of a
majority of Contract owners materially adversely affected by the irreconcilable
material conflict. In the event that the Board determines that any proposed
action does not adequately remedy any irreconcilable material conflict, then the
Company will withdraw the Account's investment in the Fund and terminate this
Agreement within six (6) months after the Board informs the Company in writing
of the foregoing determination, provided, however, that such withdrawal and
termination shall be limited to the extent required by any such material
irreconcilable conflict as determined by a majority of the disinterested members
of the Board.

     7.7 If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 63-3 is adopted, to provide exemptive relief from any provision of the Act
or the rules promulgated thereunder with respect to mixed or shared funding (as
defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Fund and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable;
and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.

                                 ARTICLE VIII.
                                Indemnification
                                ---------------

     8.1 Indemnification By The Company

     8.1(a) The Company agrees to indemnify and hold harmless the Fund and each
trustee of the Board and officers and each person, if any, who controls the Fund
within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.1) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Company) or litigation (including legal and other expenses), to
which the Indemnified Parties may become subject under any statute, regulation,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Fund's shares or the Contracts and;

                   (i)    arise out of or are used based upon an untrue
                          statements or alleged untrue statements of any
                          material fact contained in the Registration Statement
                          or prospectus for the Contracts or contained in the
                          Contracts or sales literature for the Contracts (or
                          any amendment or supplement to any of the foregoing),
                          or arise out of or are based upon the omission or the
                          alleged omission to state 


                                       11
<PAGE>


                         therein a material fact required to be stated therein
                         or necessary to make the statements therein not
                         misleading, provided that this agreement to indemnify
                         shall not apply as to any Indemnified Party if such
                         statement or omission or such alleged statement
                         omission was made in reliance upon and in conformity
                         withinformation furnished to the Company by or on
                         behalf of the Fund for use in the Registration
                         Statement or prospectus for the Contracts or in the
                         Contracts or sales literature (or any amendment or
                         supplement) or otherwise for use in connection with the
                         sale of the Contracts or Fund shares; or

                   (ii)   arise out of or as a result of statements or
                          representations (other than statements or
                          representations contained in the Registration
                          Statement, prospectus or sales literature of the Fund
                          not supplied by the Company, or persons under its
                          control) or wrongful conduct of the Company or persons
                          under its control, with respect to the sale or
                          distribution of the Contracts or Fund Shares; or

                   (iii)  arise out of any untrue statement or alleged untrue
                          statement of a material fact contained in a
                          Registration Statement, prospectus, or sales
                          literature of the Fund or any amendment thereof or
                          supplement thereto or the omission or alleged omission
                          to state therein a material fact required to be stated
                          therein or necessary to make the statements therein
                          not misleading if such a statement or omission was
                          made in reliance upon information furnished to the
                          Fund by or on behalf of the Company; or

                   (iv)   arise as a result of any failure by the Company to
                          provide the services and furnish the materials under
                          the terms of this Agreement; or

                   (v)    arise out of or result from any material breach of any
                          representation and/or warranty made by the Company in
                          this Agreement or arise out of or result from any
                          other material breach of this Agreement by the
                          Company, as limited by and in accordance with the
                          provisions of Sections 8.1(b) and 8.1(c) hereof.

     8.1(b) The Company shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation incurred
or assessed against an Indemnified Party as such may arise from such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations or duties under this Agreement or to the Fund,
whichever is applicable.

     8.1(c) The Company shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Company in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on 


                                       12
<PAGE>

any designated agent), but failure to notify the Company of any such claim shall
not relieve the Company from any liability which it may have to the Indemnified
Party against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the
Indemnified Parties, the Company shall be entitled to participate, at its own
expense, in the defense of such action. The Company also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action. After notice from the Company to such party of the Company's election to
assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Company will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

     8.1(d) The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund Shares or the Contracts or the operation of the
Fund.

     8.2 Indemnification By The Underwriter

     8.2(a) The Underwriter agrees to indemnify and hold harmless the Company
and each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the "
Indemnified Parties" for purposes of this Section 8.2) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Underwriter) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Fund's shares or the Contracts and;

                   (i)    arise out of or are used based upon an untrue
                          statements or alleged untrue statements of any
                          material fact contained in the Registration Statement
                          or prospectus or sales literature of the Fund (or any
                          amendment or supplement to any of the foregoing), or
                          arise out of or are based upon the omission or the
                          alleged omission to state therein a material fact
                          required to be stated therein or necessary to make the
                          statements therein not misleading, provided that this
                          agreement to indemnify shall not apply as to any
                          Indemnified Party if such statement or omission or
                          such alleged statement or omission was made in
                          reliance upon and in conformity with information
                          furnished to the Underwriter or Fund by or on behalf
                          of the Company for use in the Registration Statement
                          or prospectus for the Fund or in sales literature (or
                          any amendment or supplement) or otherwise for use in
                          connection with the sale of the Contracts or Fund
                          shares; or

                   (ii)   arise out of or as a result of statements or
                          representations (other than statements or
                          representations contained in the Registration
                          Statement, prospectus or sales literature for the
                          Contracts not supplied by the 


                                       13
<PAGE>

                          Underwriter or persons under its control) or wrongful
                          conduct of the Fund, Adviser or Underwriter or persons
                          under their control, with respect to the sale or
                          distribution of the Contracts or Fund Shares; or

                   (iii)  arise out of any untrue statement or alleged untrue
                          statement of a material fact contained in a
                          Registration Statement, prospectus, or sales
                          literature covering the Contracts, or any amendment
                          thereof or supplement thereto, or the omission or
                          alleged omission to state therein a material fact
                          required to be stated therein or necessary to make the
                          statement or statements therein not misleading, if
                          such statement or omission was made in reliance upon
                          information furnished to the Company by or on behalf
                          of the Fund; or

                   (iv)   arise as a result of any failure by the Fund to
                          provide the services and furnish the materials under
                          the terms of this Agreement (including a failure,
                          whether unintentional or in good faith or otherwise,
                          to comply with the diversification requirements
                          specified in Article VI of this Agreement); or

                   (v)    arise out of or result from any material breach of any
                          representation and/or warranty made by the Underwriter
                          in this Agreement or arise out of or result from any
                          other material breach of this Agreement by the
                          Underwriter; as limited by and in accordance with the
                          provisions of Sections 8.2(b) and 8.2(c) hereof.

     8.2(b) The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
each Company or the Account, whichever is applicable.

     8.2(c) The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense thereof, the Indemnified
Party shall bear the fees and expenses of any additional counsel retained by it,
and the Underwriter will not be liable to such party under this Agreement for
any legal or 

                                       14
<PAGE>

other expenses subsequently incurred by such party independently in connection
with the defense thereof other than reasonable costs of investigation.

     8.2(d) The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account.

     8.3 Indemnification By The Fund

     8.3(a) The Fund agrees to indemnify and hold harmless the Company, and each
of its directors and officers and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statute,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements result from the gross
negligence, bad faith or willful misconduct of the Board or any member thereof,
are related to the operations of the Fund and;

                  (i)    arise as a result of any failure by the Fund to provide
                         the services and furnish the materials under the terms
                         of this Agreement (including a failure to comply with
                         the diversification requirements specified in Article
                         VI of this Agreement); or

                  (ii)   arise out of or result from any material breach of any
                         representation and/or warranty made by the Fund in this
                         Agreement or arise out of or result from any other
                         material breach of this Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and 
8.3(c) hereof.

     8.3(b) The Fund shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation incurred
or assessed against an Indemnified Party as such may arise from such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this Agreement or to the
Company, the Fund, the Underwriter or each Account, whichever applicable.

     8.3(c) The Fund shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Fund in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Fund of any such claim shall not
relieve the Fund from any liability which it may have to the Indemnified Party
against whom such action is brought otherwise than on account of this
indemnification provision. In case any such action is brought against the


                                       15
<PAGE>

Indemnified Parties, the Fund will be entitled to participate, at its own
expense, in the defense thereof. The Fund also shall be entitled to assume the
defense thereof, with counsel satisfactory to the party named in the action.
After notice from the Fund to such party of the Fund's election
to assume the defense thereof, the Indemnified Party shall bear the fees and
expenses of any additional counsel retained by it, and the Fund will not be
liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

     8.3(d) The Company and the Underwriter agree promptly to notify the Fund of
the commencement of any litigation or proceedings against it or any of its
respective officers or directors in connection with this Agreement, the issuance
or sale of the Contracts, with respect to the operation of either Account, or
the sale or acquisition of shares of the Fund.

                                   ARTICLE IX.
                                 Applicable Law
                                 --------------

     9.1 This Agreement shall be construed and the provisions hereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.

     9.2 This Agreement shall be subject to the provisions of the 1933, 1934 and
1940 acts, and the rules and regulations and rulings thereunder, including such
exemptions from those statutes, rules and regulations as the Securities and
Exchange Commission may grant (including, but not limited to, the Shared Funding
Exemptive Order) and the terms hereof shall be interpreted and construed in
accordance therewith.

                                    ARTICLE X.
                                   Termination
                                   -----------

     10.1 This Agreement shall continue in full force and effect until the first
to occur of:

              (a)   termination by any party for any reason by sixty (60) days 
                    advance written notice delivered to the other parties; or

              (b)   termination by the Company by written notice to the Fund and
                    the Underwriter with respect to any Portfolio based upon the
                    Company's determination that shares of such Portfolio are
                    not reasonably available to meet the requirements of the
                    Contracts; or

              (c)   termination by the Company by written notice to the Fund and
                    the Underwriter with respect to any Portfolio in the event
                    any of the Portfolio's shares are not registered, issued or
                    sold in accordance with applicable state and/or federal law
                    or such law precludes the use of such shares as the
                    underlying investment media of the Contracts issued or to be
                    issued by the Company; or


                                       16
<PAGE>

              (d)   termination by the Company by written notice to the Fund and
                    the Underwriter with respect to any Portfolio in the event
                    that such Portfolio ceases to qualify as a Regulated
                    Investment Company under Subchapter M of the Code or under
                    any successor or similar provision, or if the Company
                    reasonably believes that the Fund may fail to so qualify; or

              (e)   termination by the Company by written notice to the Fund and
                    the Underwriter with respect to any Portfolio in the event
                    that such Portfolio fails to meet the diversification
                    requirements specified in Article VI hereof; or

              (f)   termination by either the Fund or the Underwriter by written
                    notice to the Company, if either one or both of the Fund or
                    the Underwriter respectively, shall determine, in their sole
                    judgment exercised in good faith, that the Company and/or
                    its affiliated companies has suffered a material adverse
                    change in its business, operations, financial condition or
                    prospects since the date of this Agreement or is the subject
                    of material adverse publicity; or

              (g)   termination by the Company by written notice to the Fund and
                    the Underwriter, if the Company shall determine, in its sole
                    judgment exercised in good faith, that either the Fund or
                    the Underwriter has suffered a material adverse change in
                    its business, operations, financial condition or prospects
                    since the date of this Agreement or is the subject of
                    material adverse publicity; or

              (h)   termination by the Fund or the Underwriter by written notice
                    to the Company, if the Company gives the Fund and the
                    Underwriter the written notice specified in Section 1.6(b)
                    hereof and at the time such notice was given there was no
                    notice of termination outstanding under any other provision
                    of this Agreement; provided, however, any termination under
                    this Section 10.1(h) shall be effective forty-five (45) days
                    after the notice specified in Section 1.6(b) was given.

     10.2 Effect of Termination. Notwithstanding any termination of this
Agreement, the Fund and the Underwriter shall at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as "Existing
Contracts"). Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts. The parties agree that this
Section 10.2 shall not apply to any terminations under Article VII and the
effect of such Article VII terminations shall be governed by Article VII of this
Agreement.

     10.3 The Company shall not redeem Fund shares attributable to the Contracts
(as opposed to Fund shares attributable to the Company's assets held in the
Account) except (i) as necessary to implement Contract Owner initiated or
approved transactions, or (ii) as required by state and/or federal laws or
regulations or judicial or other legal precedent of general application



                                       17
<PAGE>

(hereinafter referred to as a "Legally Required Redemption"). Upon request, the
Company will promptly furnish to the Fund and the Underwriter the option of
counsel for the Company (which counsel shall be reasonably satisfactory to the
Fund and the Underwriter) to the effect that any redemption pursuant to clause
(ii) above is a Legally Required Redemption. Furthermore, exceptin cases where
permitted under the terms of the Contracts, the Company shall not prevent
Contract Owners from allocating payments to a Portfolio that was otherwise
available under the Contracts without first giving the Fund or the Underwriter
90 days notice of its intention to do so

                                   ARTICLE XI.
                                     Notices
                                     -------

         Any notice shall be sufficiently given when sent by registered or
certified mail to the other party at the address of such party set forth below
or at such other address as such party may from time to time specify in writing
to the other party.

       If to the Fund:
                  82 Devonshire Street
                  Boston, MA  02109
                  Attention:  Treasurer

       If to the Company:
                  Aetna Life Insurance and Annuity Company
                  151 Farmington Avenue
                  Conveyor RTA1
                  Hartford, CT  06156
                  Attention:  Drew Lawton

       If to the Underwriter:
                  82 Devonshire Street
                  Boston, MA  02109
                  Attention:  Treasurer

                                  ARTICLE XII.
                                  Miscellaneous
                                  -------------

     12.1 All persons dealing with the Fund must look solely to the property of
the Fund for the enforcement of any claims against the Fund as neither the
Board, officers, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Fund.

     12.1 Subject to the requirements of legal process and regulatory authority,
each party hereto shall treat as confidential the names and addresses of the
owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.


                                       18
<PAGE>

     12.3 The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

     12.4 This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

     12.5 If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.

     12.6 Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitations the SEC, the
NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the California Insurance Commissioner with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the insurance operations
of the Company are being conducted in a manner consistent with the California
Insurance Regulations and any other applicable law or regulations.

     12.7 The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.

     12.8 This Agreement or any of the rights and obligations hereunder may not
be assigned by any party without the prior written consent of all parties
hereto; provided, however, that the Underwriter may assign this Agreement or any
rights or obligations hereunder to any affiliate of or company under common
control with the Underwriter, if such assignee is duly licensed and registered
to perform the obligations of the Underwriter under this Agreement.

     12.9 The Company shall furnish, or shall cause to be furnished, to the Fund
or its designee copies of the following reports:

                  (a)    the Company's annual statement prepared under statutory
                         accounting principles) and annual report (prepared
                         under generally accepted accounting principles
                         ("GAAP")), as soon as practical and in any event within
                         90 days after the end of each fiscal year;

                  (b)    the Company's quarterly statements (statutory and
                         GAAP), as soon as practical and in any event within 45
                         days after the end of each quarterly period;


                                       19
<PAGE>


                  (c)    any financial statement, proxy statement, notice or
                         report of the Company sent to stockholders and/or
                         policyholders, as soon as practical after the delivery
                         thereof to stockholders;

                  (d)    any registration statement (without exhibits) and
                         financial reports of the Company filed with the
                         Securities and Exchange Commission or any state
                         insurance regulator, as soon as practical after the
                         filing thereof;

                  (e)    any other report submitted to the Company by
                         independent accountants in connection with any annual,
                         interim or special audit made by them of the books of
                         the Company, as soon as practical after the receipt
                         thereof.

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its duly authorized representative
and its seal to be hereunder affixed hereto as of the date specified below.



                                       20
<PAGE>


AETNA LIFE INSURANCE AND ANNUITY COMPANY
By its authorized officer,


By:    /s/ Shaun P. Mathews
  -------------------------
Title:   Senior Vice President

Date     2/18/96


VARIABLE INSURANCE PRODUCTS FUND
By its authorized officer,

By:    /s/ J. Gary Burkhead
  -------------------------
Title:   Senior Vice President

Date:    3/2/94


FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer,

By:    /s/ Kurt A. Lange
  ----------------------
Title    President

Date:    2/28/94




                                       21
<PAGE>


                                   Schedule A

                   Separate Accounts and Associated Contracts


Name of Separate Account and                                 Contracts Funded
Date Established by Board of Directors                       By Separate Account
- --------------------------------------                       -------------------

Separate Account C                                           IRA-CDA-IC
       G-TDA-HH(XC/M)
       G-TDA-HH(XC/S)


Separate Account D                                           F.6F-PVA-TR
       GFA-PVA-IC
       GF-PVA-IC




                                       22
<PAGE>


                                   SCHEDULE B
                             PROXY VOTING PROCEDURE


The following is a list of procedures and corresponding responsibilities for the
handling of proxies relating to the Fund by the Underwriter, the Fund and the
Company. The defined terms herein shall have the meanings assigned in the
Participation Agreement except that the term "Company" shall also include the
department or third party assigned by the Insurance Company to perform the steps
delineated below.

  1.   The number of proxy proposals is given to the Company by the Underwriter
       as early as possible before the date set by the Fund for the shareholder
       meeting to facilitate the establishment of tabulation procedures. At this
       time the Underwriter will inform the Company of the Record, Mailing and
       Meeting dates. This will be done verbally approximately two months before
       meeting.

  2.   Promptly after the Record Date, the Company will perform a "tape run", or
       other activity, which will generate the names, addresses and number of
       units which are attributed to each contractowner/policyholder (the
       "Customer") as of the Record Date. Allowance should be made for account
       adjustments made after this date that could affect the status of the
       Customers' accounts as of the Record Date.

       Note: The number of proxy statements is determined by the activities
       described in Step #2. The Company will use its best efforts to call in
       the number of Customers to Fidelity, as soon as possible, but no later
       than two weeks after the Record Date.

  3.   The Fund's Annual Report must be sent to each Customer by the Company
       either before or together with the Customers' receipt of a proxy
       statement. Underwriter will provide at least one copy of the last Annual
       Report to the Company.

  4.   The text and format for the Voting Instruction Cards ("Cards" or "Card")
       is provided to the Company by the Fund. The Company, at its expense,
       shall produce and personalize the Voting Instruction Cards. The Legal
       Department of the Underwriter or its affiliate ("Fidelity Legal") must
       approve the Card before it is printed. Allow approximately 2-4 business
       days for printing information on the Cards. Information commonly found on
       the Cards includes:

       a.    name (legal name as found on account registration)
       b.    address
       c.    Fund or account number
       d.    coding to state number of units
       e.    individual Card number for use in tracking and verification of 
             votes (already on Cards as printed by the Fund)


                                       23
<PAGE>

(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)

  5.   During this time, Fidelity Legal will develop, produce, and the Fund will
       pay for the Notice of Proxy and the Proxy Statement (one document).
       Printed and folder notices and statements will be sent to Company for
       insertion into envelopes (envelopes and return envelopes are provided and
       paid for by the Insurance Company). Contents of envelope sent to
       Customers by Company will include:

       a.    Voting Instruction Card(s)
       b.    One proxy notice and statement (one document)
       c.    return envelope (postage pre-paid by Company) addressed to the 
             Company or its tabulation agent
       d.    "urge buckslip" - optional, but recommended.  (This is a small, 
             single sheet of paper that requests Customers to vote as quickly 
             as possible and that their vote is important. One copy will be 
             supplied by the Fund.)
       e.    cover letter - optional, supplied by Company and reviewed and 
             approved in advance by Fidelity Legal.

  6.   The above contents should be received by the Company approximately 3-5
       business days before mail date. Individual in charge at Company reviews
       and approves the contents of the mailing package to ensure correctness
       and completeness. Copy of this approval sent to Fidelity Legal.

  7.   Package mailed by the Company.
       *     The Fund must allow at least a 15-day solicitation time to the
             Company as the shareowner. (A 5-week period is recommended.)
             Solicitation time is calculated as calendar days from (but not
             including) the meeting, counting backwards.

  8.   Collection and tabulation of Cards begins. Tabulation usually takes place
       in another department or another vendor depending on process used. An
       often used procedure is to sort Cards on arrival by proposal into vote
       categories of all yes, no, or mixed replies, and to begin data entry.

       Note:  Postmarks are not generally needed.  A need for postmark 
       information would be due to an insurance company's internal procedure 
       and has not been required by Fidelity in the past.

  9.   Signature on Card checked against legal name on account registration 
       which was printed on the Card.

       Note:  For Example, if the account registration is under "Bertram C. 
       Jones, Trustee," then that is the exact legal name to be printed on the 
       Card and is the signature needed on the Card.



                                       24
<PAGE>

  10.  If Cards are mutilated, or for any reason are illegible or are not signed
       properly, they are sent back to Customer with an explanatory letter, a
       new Card and return envelope. The mutilated or illegible Card is
       disregarded and considered to be not received for the purposes of vote
       tabulation. Any Cards that have "kicked out" (e.g. mutilated, illegible)
       of the procedure are "hand verified," i.e., examined as to why they did
       not complete the system. Any questions on those Cards are usually
       remedied individually.

  11.  There are various control procedures used to ensure proper tabulation of
       votes and accuracy of that tabulation. The most prevalent is to sort the
       Cards as they first arrive into categories depending upon their vote; an
       estimate of how the vote is progressing may then be calculated. If the
       initial estimates and the actual vote do not coincide, then an internal
       audit of that vote should occur. This may entail a recount.

  12.  The actual tabulation of votes is done in units which is then converted
       to shares. (It is very important that the Fund receives the tabulations
       stated in terms of a percentage and the number of shares.) Fidelity Legal
       must review and approve tabulation format.

  13.  Final tabulation in shares is verbally given by the Company to Fidelity
       Legal on the morning of the meeting not later than 10:00 a.m. Boston
       time. Fidelity Legal may request an earlier deadline if required to
       calculate the vote in time for the meeting.

  14.  A certification of Mailing and Authorization to Vote Shares will be
       required from the Company as well as an original copy of the final vote.
       Fidelity Legal will provide a standard form for each Certification.

  15.  The Company will be required to box and archive the Cards received from
       the Customers. In the event that any vote is challenged or if otherwise
       necessary for legal, regulatory, or accounting purposes, Fidelity Legal
       will be permitted reasonable access to such Cards.

  16.  All approvals and "signing-off" may be done orally, but must always be
       followed up in writing.



                                       25
<PAGE>


                                   SCHEDULE C


Sponsors of other investment companies currently available under variable
annuities or variable life insurance issued by the Company:

       Twentieth Century Investors
       Neuberger & Berman
       Calvert
       Scudder
       Franklin
       Lexington
       Alger


                                       26

<PAGE>


                               FIRST AMENDMENT TO
                             PARTICIPATION AGREEMENT



THIS FIRST AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "First Amendment")
is made and entered into as of the 1st day of February, 1995, by and among AETNA
LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut corporation, on
its own behalf and on behalf of each segregated asset account of the Company
(each an "Account") set forth on Schedule A of the Original Agreement (defined
below), and the VARIABLE INSURANCE PRODUCTS FUND, an unincorporated business
trust organized under the laws of the Commonwealth of Massachusetts (the "Fund")
and FIDELITY DISTRIBUTORS CORPORATION (the "Underwriter"), a Massachusetts
corporation.


                                   WITNESSETH

WHEREAS, the Company, the Fund and the Underwriter are parties to a
Participation Agreement, dated February 1, 1994, (the "Original Agreement"); and

WHEREAS, the Company, the Fund and the Underwriter now desire to modify the
Original Agreement, (i) to add additional Contracts funded by each Account, and
(ii) to modify Schedule C of the Original Agreement by the addition of a new
investment company.

NOW THEREFORE, in consideration of the premises and the mutual covenants and
promises expressed herein, the parties agree as follows:

1.   Schedule A of the Original Agreement is hereby deleted and replaced with
     Schedule A, dated March 1, 1995.

2.   Schedule C of the Original Agreement is hereby deleted and replaced with
     Schedule C, dated March 1, 1995.

3.   The Original Agreement, as supplemented by this First Amendment, is
     ratified and confirmed.

4.   This First Amendment may be executed in two or more counterparts, which
     together shall constitute one instrument.



                                     Page 1
<PAGE>


IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
date first above written.


                           AETNA LIFE INSURANCE AND ANNUITY COMPANY

                           By:      /s/ Laura Estes
                              -----------------------------
                                    Laura Estes
                                    Senior Vice President


                           VARIABLE INSURANCE PRODUCTS FUND

                           By:      /s/ J. Gary Burkhead
                              -----------------------------
                                    J. Gary Burkhead
                                    Senior Vice President



                           FIDELITY DISTRIBUTORS CORPORATION

                           By:      /s/ Kurt A. Lance
                              -----------------------
                                    Kurt A. Lance
                                    President




                                     Page 2
<PAGE>


                                   SCHEDULE A
- --------------------------------------------------------------------------------
                                        Policy Form Numbers of Contracts Issued
     Name of Separate Account                  Through Separate Account
- --------------------------------------------------------------------------------

       Separate Account C                             G-CDA-IB(XC/SM)
                                                       G-401-IB(X/M)
                                                       G-CDA-IC(NQ)
                                                       G-CDA-IC(IR)
                                                      G-TDA-HH(XC/M)
                                                      G-TDA-HH(XC/S)
                                                      I-CDA-IC(NQ/MP)
                                                      I-CDA-IC(IR/MP)
                                                      I-CDA-IC(NQ/NY)
                                                      I-CDA-IC(IR/NY)
                                                          IRA-CD-IC

- --------------------------------------------------------------------------------
       Separate Account D                                 EGF-PVU-IC
                                                         EGFA-PVU-IC
                                                          GF-PVA-IC
                                                         GFA-PVA-IC
                                                         F.6F-PVA-TR
- --------------------------------------------------------------------------------




                                     Page 3
<PAGE>

                                   SCHEDULE C


Sponsors of other investment companies available under variable annuities or
variable life insurance issued by the Company:


                                                                  Date Added
                                                                  ----------
Twentieth Century Investors                                   February 1, 1994
Neuberger & Berman                                            February 1, 1994
Calvert                                                       February 1, 1994
Scudder                                                       February 1, 1994
Franklin/Templeton                                            February 1, 1994
Lexington                                                     February 1, 1994
Alger                                                         February 1, 1994
Janus                                                         March 1, 1995




Date of Supplement:  March 1, 1995



                                     Page 4
<PAGE>


                 AMENDMENT NO 2 TO PARTICIPATION AGREEMENT AMONG

                        VARIABLE INSURANCE PRODUCTS FUND

                       FIDELITY DISTRIBUTIONS CORPORATION

                                       and

                     AETNA LIFE INSURANCE & ANNUITY COMPANY

         WHEREAS, AETNA LIFE INSURANCE & ANNUITY COMPANY (the "Company"),
VARIABLE INSURANCE PRODUCTS FUND (the "Fund") and FIDELITY DISTRIBUTORS
CORPORATION have previously entered into a Participation Agreement (the
"Agreement") containing certain arrangements concerning prospectus costs; and

         WHEREAS, the Trustees of the Fund have approved certain changes to the
expense structure of the Fund; and

         NOW, THEREFORE, the parties do hereby agree to amend the Agreement by
substituting the following arrangement in place of any inconsistent language in
the Participation Agreement, wherever found:

         1. The Fund will provide to the Company each year, at the Fund's costs,
such number of prospectuses and Statements of Additional Information as are
actually distributed to the Company's then-existing variable life and/or
variable annuity contract owners.

         2. If the Company takes camera-ready film or computer diskettes
containing the Fund's prospectus and/or Statement of Additional Information in
lieu of receiving hard copies of these documents, the Fund will reimburse the
Company in an amount computed as follows. The number of prospectuses and
Statements of Additional Information actually distributed to existing contract
owners by the Company will be multiplied by the Fund's actual per-unit cost of
printing the documents.

         3. The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund in order to verify that
the prospectuses and Statements of Additional Information provided to the
Company, or the reimbursement made to the Company, are or have been used only
for the purposes set forth hereinabove.

  IN WITNESS WHEREOF we have set our hand as of the 15th day of December, 1994.

AETNA LIFE INSURANCE & ANNUITY COMPANY

By:      /s/ Laura R. Estes
   ------------------------------------
Name:    Laura R. Estes

Title:   Senior Vice President

VARIABLE INSURANCE PRODUCTS FUND            FIDELITY DISTRIBUTORS CORPORATION
                                                        
By:      /s/ J. Gary Burkhead               By:      /s/ Kurt A. Lange
   ---------------------------                 -------------------------------
Name:    J. Gary Burkhead                   Name:    Kurt A. Lange

Title:   Senior Vice President              Title:   President




<PAGE>

                               THIRD AMENDMENT TO
                             PARTICIPATION AGREEMENT


         THIS THIRD AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Third
Amendment") is made and entered into as of the 1st day of May, 1995, by and
among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut
corporation, on its own behalf and on behalf of each segregated asset account of
the Company (each an "Account") set forth on Schedule A of the Original
Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a Massachusetts corporation.


                                   WITNESSETH


         WHEREAS, the Company, the Fund and the Underwriter are parties to a
Participation Agreement, dated February 1, 1994, as supplemented by First
Amendment to Participation Agreement dated as of February 1, 1995 and Amendment
No. 2 to Participation Agreement dated as of December 15, 1994, (the "Original
Agreement"); and

         WHEREAS, the Company, the Fund and the Underwriter now desire to modify
the Original Agreement (i) to add an additional Account; and (ii) to add
additional Contracts funded by each Account.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants and promises expressed herein, the parties agree as follows:

1.   Schedule A of the Original Agreement is hereby deleted and replaced with
     Schedule A attached hereto, effective as of May 1, 1995;

2.   the Original Agreement, as supplemented by this Third Amendment, is
     ratified and confirmed; and

3.   this Third Amendment may be executed in two or more counterparts, which
     together shall constitute one instrument.



<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Third Amendment as
of the date first above written.

                               AETNA LIFE INSURANCE AND ANNUITY COMPANY

                               By:          /s/ Scott Striegel
                                  -----------------------------
                                            Scott Striegel
                                            Senior Vice President


                               VARIABLE INSURANCE PRODUCTS FUND

                               By:          /s/ J. Gary Burkhead
                                  -------------------------------
                                    Name:   J. Gary Burkhead
                                    Title   Senior Vice President


                               FIDELITY DISTRIBUTORS CORPORATION

                               By:          /s/ Kurt A. Lange
                                  ----------------------------
                                    Name:   Kurt A. Lange
                                    Title:  President



                                       -2-
<PAGE>


                                   SCHEDULE A

- --------------------------------------------------------------------------------
                                         Policy Form Numbers of Contracts Issued
         Name of Separate Account            Through Separate Account
- --------------------------------------------------------------------------------
        Variable Annuity Account B                 I-CDA-IC(IR/NY)
                                                  I-CDA-IC(NQ/NY)
                                                  I-CDA-IC(IR/MP)
                                                  I-CDA-IC(NQ/MP)
                                                    G-CDA-IB(IR)
                                                    G-CDA-IC(IR)
                                                    G-CDA-IC(NQ)
                                                    GMCC-IC(NQ)
                                                      G-CDA-HF
                                                      I-CDA-IA
                                                    I-CDA-HI(NQ)
                                                    G-CDA-ID(DC)
                                                  G-CDA-GP1(4/94)
                                                  I-CDA-GP1(4/94)
- --------------------------------------------------------------------------------
         Variable Life Account B                     70180-93US
                                                     70182-93US
                                                     70181-94US
                                                       38899
                                                      38899-90
                                                      38899-93
- --------------------------------------------------------------------------------
        Variable Annuity Account C                G-CDA-IB(XC/SM)
                                                  G-CDA-IA(RPM/XC)
                                                   G-CDA-IB(AORP)
                                                  G-CDA-IB(ATORP)
                                                   G-401-IB(X/M)
                                                      G-CDA-HF
                                                      GTCC-HF
                                                    G-CDA-IA(RP)
                                                   G-TDA-HH(XC/M)
                                                   G-TDA-HH(XC/S)
                                                     IRA-CDA-IC
                                                   IP-CDA-IB(WI)
                                                   IP-CDA-IB(MN)
                                                   IP-CDA-IB(WA)
                                                    G-CDA-ID(DC)
                                                     GIP-CDA-HB
                                                      I-CDA-HD
                                                     IA-CDA-IA
                                                    G-CDA-IB(IR)
- --------------------------------------------------------------------------------
                 Separate Account D                 GF-PVA-IC(NY)
                                                    GF-PVA-IC(CA)
                                                    GF-PVA-IC(NJ)
                                                      GFA-PVA-IC
                                                     F.6F-PVA-TR
- ------------------------------------------------------ -------------------------
Any state variation of the above-referenced contracts are considered included on
this Schedule A.

Date of Amendment:  May 1, 1995


<PAGE>


                               FOURTH AMENDMENT TO
                             PARTICIPATION AGREEMENT


         THIS FOURTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Fourth
Amendment") is made and entered into as of the 1st day of January, 1996, by and
among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut
corporation, on its own behalf and on behalf of each segregated asset account of
the Company (each an "Account") set forth on Schedule A of the Original
Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a Massachusetts corporation.


                                   WITNESSETH


         WHEREAS, the Company, the Fund and the Underwriter are parties to a
Participation Agreement, dated February 1, 1994, as supplemented by First
Amendment to Participation Agreement dated as of February 1, 1995, Amendment No.
2 to Participation Agreement dated as of December 15, 1994, and Third Amendment
to Participation Agreement dated as of May 1, 1995 (the "Original Agreement");
and

         WHEREAS, the Company, the Fund and the Underwriter now desire to modify
the Original Agreement to add additional Contracts funded by Variable Annuity
Account B.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants and promises expressed herein, the parties agree as follows:

1.   Schedule A of the Original Agreement is hereby deleted and replaced with
     Schedule A attached hereto, effective as of January 1, 1996;

2.   the Original Agreement, as supplemented by this Fourth Amendment, is
     ratified and confirmed; and

3.   this Fourth Amendment may be executed in two or more counterparts, which
     together shall constitute one instrument.



<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as
of the date first above written.

                               AETNA LIFE INSURANCE AND ANNUITY COMPANY

                                By:    /s/ Christopher J. Burns
                                       --------------------------
                                Name:  Christopher J. Burns
                                Title: Senior Vice President


                               VARIABLE INSURANCE PRODUCTS FUND

                                 By:    /s/ J. Gary Burkhead
                                        -------------------------
                                 Name:  J. Gary Burkhead
                                 Title: Senior Vice President


                               FIDELITY DISTRIBUTORS CORPORATION

                                By:     /s/ Kurt A. Lange
                                       ---------------------
                                Name:   Kurt A. Lange
                                Title:  President



                                       -2-
<PAGE>


                                   SCHEDULE A

- --------------------------------------------------------------------------------
                                         Policy Form Numbers of Contracts Issued
    Name of Separate Account                    Through Separate Account
- --------------------------------------------------------------------------------
    Variable Annuity Account B                     I-CDA-IC(IR/NY)
                                                  I-CDA-IC(NQ/NY)
                                                  I-CDA-IC(IR/MP)
                                                  I-CDA-IC(NQ/MP)
                                                    G-CDA-IB(IR)
                                                    G-CDA-IC(IR)
                                                    G-CDA-IC(NQ)
                                                    GMCC-IC(NQ)
                                                      G-CDA-HF
                                                      I-CDA-IA
                                                    I-CDA-HI(NQ)
                                                    G-CDA-ID(DC)
                                                  G-CDA-GP1(4/94)
                                                  I-CDA-GP1(4/94)
- --------------------------------------------------------------------------------
      Variable Life Account B                       70180-93US
                                                    70182-93US
                                                    70181-94US
                                                      38899
                                                     38899-90
                                                     38899-93
                                                     70225-95
- --------------------------------------------------------------------------------
     Variable Annuity Account C                    G-CDA-IB(XC/SM)
                                                  G-CDA-IA(RPM/XC)
                                                   G-CDA-IB(AORP)
                                                  G-CDA-IB(ATORP)
                                                   G-401-IB(X/M)
                                                      G-CDA-HF
                                                      GTCC-HF
                                                    G-CDA-IA(RP)
                                                   G-TDA-HH(XC/M)
                                                   G-TDA-HH(XC/S)
                                                    GLID-CDA-HO
                                                     IRA-CDA-IC
                                                   IP-CDA-IB(WI)
                                                   IP-CDA-IB(MN)
                                                   IP-CDA-IB(WA)
                                                    G-CDA-ID(DC)
                                                     GIP-CDA-HB
                                                      I-CDA-HD
                                                     IA-CDA-IA
                                                    G-CDA-IB(IR)
- --------------------------------------------------------------------------------
         Separate Account D                         GF-PVA-IC(NY)
                                                    GF-PVA-IC(CA)
                                                    GF-PVA-IC(NJ)
                                                      GFA-PVA-IC
                                                     F.6F-PVA-TR
- --------------------------------------------------------------------------------
Any state variation of the above-referenced contracts are considered included 
on this Schedule A.

Date of Amendment:  January 1, 1996




<PAGE>

                               FIFTH AMENDMENT TO
                             PARTICIPATION AGREEMENT


         THIS FIFTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Fifth
Amendment") is made and entered into as of the 1st day of March, 1996, by and
among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut
corporation, on its own behalf and on behalf of each segregated asset account of
the Company (each an "Account") set forth on Schedule A of the Original
Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a Massachusetts corporation.


                                   WITNESSETH


         WHEREAS, the Company, the Fund and the Underwriter are parties to a
Participation Agreement, dated February 1, 1994, as supplemented by First
Amendment to Participation Agreement dated as of February 1, 1995, Amendment No.
2 to Participation Agreement dated as of December 15, 1994, Third Amendment to
Participation Agreement dated as of May 1, 1995 and Fourth Amendment to
Participation Agreement dated as of January 1, 1996 (the "Original Agreement");
and

         WHEREAS, the Company, the Fund and the Underwriter now desire to modify
the Original Agreement to add additional Contracts funded by Variable Annuity
Account C.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants and promises expressed herein, the parties agree as follows:

1.   Schedule A of the Original Agreement is hereby deleted and replaced with
     Schedule A attached hereto, effective as of March 1, 1996;

2.   the Original Agreement, as supplemented by this Fifth Amendment, is
     ratified and confirmed; and

3.   this Fifth Amendment may be executed in two or more counterparts, which
     together shall constitute one instrument.



<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as
of the date first above written.

                               AETNA LIFE INSURANCE AND ANNUITY COMPANY

                               By: /s/ Laura R. Estes
                                    ----------------------------
                                  Name:  Laura R. Estes
                                  Title: Senior Vice President


                               VARIABLE INSURANCE PRODUCTS FUND

                               By: /s/ J. Gary Burkhead
                                  ------------------------------------
                                  Name: J. Gary Burkhead
                                  Title: Senior Vice President


                               FIDELITY DISTRIBUTORS CORPORATION

                               By: /s/ Kurt A. Lange
                                  ------------------------------------
                                  Name: Kurt A. Lange
                                  Title: President


                                       -2-
<PAGE>


                                   SCHEDULE A

- --------------------------------------------------------------------------------
                                         Policy Form Numbers of Contracts Issued
       Name of Separate Account                Through Separate Account
- --------------------------------------------------------------------------------
      Variable Annuity Account B                   I-CDA-IC(IR/NY)
                                                  I-CDA-IC(NQ/NY)
                                                  I-CDA-IC(IR/MP)
                                                  I-CDA-IC(NQ/MP)
                                                    G-CDA-IB(IR)
                                                    G-CDA-IC(IR)
                                                    G-CDA-IC(NQ)
                                                    GMCC-IC(NQ)
                                                      G-CDA-HF
                                                      I-CDA-IA
                                                    I-CDA-HI(NQ)
                                                    G-CDA-ID(DC)
                                                  G-CDA-GP1(4/94)
                                                  I-CDA-GP1(4/94)
- --------------------------------------------------------------------------------
        Variable Life Account B                     70180-93US
                                                    70182-93US
                                                    70181-94US
                                                      38899
                                                     38899-90
                                                     38899-93
                                                     70225-95
- --------------------------------------------------------------------------------
       Variable Annuity Account C                  G-CDA-IB(XC/SM)
                                                  G-CDA-IA(RPM/XC)
                                                   G-CDA-IB(AORP)
                                                  G-CDA-IB(ATORP)
                                                   G-401-IB(X/M)
                                                      G-CDA-HF
                                                      GTCC-HF
                                                    G-CDA-IA(RP)
                                                   G-TDA-HH(XC/M)
                                                   G-TDA-HH(XC/S)
                                                    GLID-CDA-HO
                                                     IRA-CDA-IC
                                                   IP-CDA-IB(WI)
                                                   IP-CDA-IB(MN)
                                                   IP-CDA-IB(WA)
                                                    G-CDA-ID(DC)
                                                     GIP-CDA-HB
                                                      I-CDA-HD
                                                     IA-CDA-IA
                                                    G-CDA-IB(IR)
                                                      A001RP95
                                                      A007RC95
                                                      A020RV95
                                                      A027RV95
- --------------------------------------------------------------------------------
            Separate Account D                      GF-PVA-IC(NY)
                                                    GF-PVA-IC(CA)
                                                    GF-PVA-IC(NJ)
                                                      GFA-PVA-IC
                                                     F.6F-PVA-TR
- --------------------------------------------------------------------------------
Any state variation of the above-referenced contracts are considered included 
on this Schedule A. 

Date of Amendment:  March 1, 1996






                             PARTICIPATION AGREEMENT

                                      Among

                      VARIABLE INSURANCE PRODUCTS FUND II,
                        FIDELITY DISTRIBUTORS CORPORATION

                                       and

                    AETNA LIFE INSURANCE AND ANNUITY COMPANY


         THIS AGREEMENT, made and entered into as of the 1st day of February,
1994 by and among AETNA LIFE INSURANCE AND ANNUITY COMPANY, (hereinafter the
"Company"), a Connecticut corporation, on its own behalf and on behalf of each
segregated asset account of the Company set forth on Schedule A hereto as may be
amended from time to time (each such account hereinafter referred to as the
"Account"), and the VARIABLE INSURANCE PRODUCTS FUND II, an unincoporated
business trust organized under the laws of the Commonwealth of Massachusetts
(hereinafter the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (hereinafter the
"Underwriter"), a Massachusetts corporation.

         WHEREAS, the Fund engages in business as an open-end management
investment company and is available to act as the investment vehicle for
separate accounts established for variable life insurance policies and variable
annuity contracts (collectively, the "Variable Insurance Products") to be
offered by insurance companies which have entered into participation agreements
with the Fund and the Underwriter (hereinafter "Participating Insurance
Companies"); and

         WHEREAS, the beneficial interest in the Fund is dividend into several
series of shares, each designated a "Portfolio" and representing the interest in
a particular managed portfolio of securities and other assets; and

         WHEREAS, the Fund has obtained an order from the Securities and
Exchange Commission, dated September 17, 1986 (File No. 812-6422), granting
Participating Insurance Companies and variable annuity and variable life
insurance separate accounts exemptions from the provisions of sections 9(a),
13(a), 15(a), and 15(b) of the Investment Company Act of 1940, as amended,
(hereinafter the "1940 Act") and Rules 6e-2(b)(15) and 6e-3(T)(b)(15)
thereunder, to the extent necessary to permit shares of the Fund to be sold to
and held by variable annuity and variable life insurance separate accounts of
both affiliated and unaffiliated life insurance companies (hereinafter the
"Shared Funding Exemptive Order"); and

         WHEREAS, the Fund is registered as an open-end management investment
company under the 1940 Act and its shares are registered under the Securities
Act of 1933, as amended (hereinafter the "1933 Act"); and


<PAGE>

         WHEREAS, Fidelity Management & Research Company (the "Adviser") is duly
registered as an investment adviser under the federal Investment Advisers Act of
1940 and any applicable state securities law; and

         WHEREAS, the Company has registered or will register certain variable
life insurance, funding agreements and variable annuity contracts under the 1933
Act; and

         WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the Board of Directors of the
Company, on the date shown for such Account on Schedule A hereto, to set aside
and invest assets attributable to the aforesaid variable annuity contracts; and

         WHEREAS, the Company has registered or will register each Account as a
unit investment trust under the 1940 Act; and

         WHEREAS, the Underwriter is registered as a broker dealer with the
Securities and Exchange Commission ("SEC") under the Securities Exchange Act of
1934, as amended, (hereinafter the "1934 Act"), and is a member in good standing
of the National Association of Securities Dealers, Inc. (hereinafter "NASD");
and

         WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Company intends to purchase shares in the Portfolios on behalf
of each Account to fund certain of the aforesaid variable life and variable
annuity contracts and the Underwriter is authorized to sell such shares to unit
investment trusts such as each Account as net asset value;

         NOW, THEREFORE, in consideration of their mutual promises, the Company,
the Fund and the Underwriter agree as follows:

                                   ARTICLE I.
                               Sale of Fund Shares
                               -------------------

     1.1. The Underwriter agrees to sell to the Company those shares of the Fund
which each Account orders, executing such orders on a daily basis at the net
asset value next computed after receipt by the Fund or its designee of the order
for the shares of the Fund. For purposes of this Section 1.1, the Company shall
be the designee of the Fund for receipt of such orders from each Account and
receipt by such designee shall constitute receipt by the Fund; provided that the
Fund receives notice of such order by 9:00 a.m. Boston time on the next
following Business Day. "Business Day" shall mean any day on which the New York
Stock Exchange is open for trading and on which the Fund calculates its net
asset value pursuant to the rules of the Securities and Exchange Commission.

     1.2. The Fund agrees to make its shares available indefinitely for purchase
at the applicable net asset value per share by the Company and its Accounts on
those days on which the Fund calculates its net asset value pursuant to rules of
the Securities and Exchange Commission and the Fund shall use reasonable efforts
to calculate such net asset value on each day which the 


                                       2
<PAGE>

New York Stock Exchange is open for trading. Notwithstanding the foregoing, the
Board of Trustees of the Fund (hereinafter the "Board") may refuse to sell
shares of any Portfolio to any person, or suspend or terminate the offering of
shares of any Portfolio if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Board
acting in good faith and in light of their fiduciary duties under federal and
any applicable state laws, necessary in the best interests of the shareholders
of such Portfolio.

     1.3. The Fund and the Underwriter agree that shares of the Fund will be
sold only to Participating Insurance Companies and their separate accounts. No
shares of any Portfolio will be sold to the general public.

     1.4. The Fund and the Underwriter will not sell Fund shares to any
insurance company or separate account unless an agreement containing provisions
substantially the same as Articles I, III, V, VII and Section 2.5 of Article II
of this Agreement is in effect to govern such sales.

     1.5. The Fund agrees to redeem for cash, on the Company's request, any full
or fractional shares of the Fund held by the Company, executing such requests on
a daily basis at the net asset value next computed after receipt by the Fund or
its designee of the request for redemption. For purposes of this Section 1.5,
the Company shall be the designee of the Fund for receipt of requests for
redemption from each Account and receipt by such designee shall constitute
receipt by the Fund; provided that the Fund receives notice of such request for
redemption on the next following Business Day.

     1.6. The Company agrees to purchase and redeem the shares of each Portfolio
offered by the then current prospectus of the Fund and in accordance with the
provisions of such prospectus. The Company agrees that all net amounts available
under the variable annuity contracts with the form number(s) which are listed on
Schedule A attached hereto and incorporated herein by this reference, as such
Schedule A may be amended from time to time hereafter by mutual written
agreement of all the parties hereto, (the "Contracts") shall be invested in the
Fund, in such other Funds advised by the Adviser as may be mutually agreed to in
writing by the parties hereto, or in the Company's general account, provided
that such amounts may also be invested in an investment company other than the
Fund if (a) such other investment company, or series thereof, has investment
objectives or policies that are substantially different from the investment
objectives and policies of all the Portfolios of the fund; or (b) the Company
give the Fund the Underwriter 45 days written notice of its intention to make
such other investment company available as a funding vehicle for the Contacts;
or (c) such other investment company was available as a funding vehicle for the
Contracts prior to the date of this Agreement and the Company so informs the
Fund and Underwriter prior to their signing this Agreement (a list of such funds
appearing on Schedule C to this Agreement); or (d) the Fund or Underwriter
consents to the use of such other investment company.

     1.7. The Company shall pay for Fund shares on the next Business Day after
an order to purchase Fund shares is made in accordance with the provisions of
Section 1.1 hereof. Payment shall be in federal funds transmitted by wire. For
purpose of Section 2.10 and 2.11,




                                       3
<PAGE>

upon receipt by the Fund of the federal funds so wired, such funds shall cease
to be the responsibility of the Company and shall become the responsibility of
the Fund.

     1.8. Issuance and transfer of the Fund's shares will be by book entry only.
Stock certificates will not be issued to the Company or any Account. Shares
ordered from the Fund will be recorded in an appropriate title for each Account
or the appropriate subaccount of each Account.

     1.9. The Fund shall furnish same day notice (by wire or telephone, followed
by written confirmation) to the Company of any income, dividends or capital
gains distributions payable on the Fund's shares. The Company hereby elects to
receive all such income dividends and capital gain distributions as are payable
on the Portfolio shares in additional shares of that Portfolio. The Company
reserves the right to revoke this election and to receive all such income
dividends and capital gain distribution in cash. The Fund shall notify the
Company of the number of shares so issued as payment of such dividends and
distributions.

     1.10. The Fund shall make the net asset value per share for each Portfolio
available to the Company on a daily basis as soon as reasonably practical after
the net asset value per share is calculated and shall use its best efforts to
make such net asset value per share available by 7 p.m. Boston time.

                                   ARTICLE II.
                         Representations and Warranties
                         ------------------------------

     2.1. The Company represents and warrants that the Contracts are or will be
registered under the 1933 Act or are exempt from registration thereunder; that
the Contracts will be issued and sold in compliance in all material respects
with all applicable Federal and State laws and that the sale of the Contracts
shall comply in all material respects with state insurance suitability
requirements. The Company further represents and warrants that it is an
insurance company duly organized and in good standing under applicable law and
that it has legally and validly established each Account prior to any issuance
or sale thereof as a segregated asset account under Section 38a-433 of the
Connecticut Insurance Code and has registered or, prior to any issuance or sale
of the Contracts, will register each Account as a unit investment trust in
accordance with the provisions of the 1940 Act to serve as a segregated
investment account for the Contracts.

     2.2. The Fund represents and warrants that Fund shares sold pursuant to
this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sole in compliance with the laws of the State of Connecticut and
all applicable federal and state securities laws and that the Fund is and shall
remain registered under the 1940 Act. The Fund shall amend the Registration
Statement for its share under the 1933 Act and the 1940 Act from time to time as
required in order to effect the continuous offering of its shares. The Fund
shall register and qualify the shares for sale in accordance with the laws of
the various states only if and to the extent deemed advisable by the Fund or the
Underwriter.


                                       4
<PAGE>

     2.3. The Fund represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended, (the "Code") and that it will make every effort to maintain such
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Company immediately upon having a reasonable basis for
believing that it has ceased to so qualify or that it might not so qualify in
the future.

     2.4. The Company represents that the Contracts are currently treated as
endowment or annuity insurance contracts, under applicable provisions of the
Code and that it will make every effort to maintain such treatment and that it
will notify the Fund and the Underwriter immediately upon having a reasonable
basis for believing that the Contracts have ceased to be so treated or that they
might not be so treated in the future.

     2.5. The Fund currently does not intend to make any payments to finance
distribution expenses pursuant to Rule 12b-1 under the 1940 Act or otherwise,
although it may make such payments in the future. The fund as adopted a "no fee"
or "defensive" Rule 12b-1 Plan under which it makes no payments for distribution
expenses. To the extent that it decides to finance distribution expenses
pursuant to Rule 12b-1, the fund undertakes to have a board of trustees, a
majority of whom are no interested persons of the Fund, formulate and approve
any plan under Rule 12b-1 to finance distribution expenses.

     2.6. The Fund makes no representation as to whether any aspect of its
operations (including, but not limited to, fees and expenses and investment
policies) complies with the insurance laws or regulations of the various states
except that the Fund represents that the Fund's investment policies, fees and
expenses are and shall at all times remain in compliance with the laws of the
State of Connecticut and the Fund and the Underwriter represent that their
respective operations are and shall at all times remain in material compliance
with the laws of the State of Connecticut to the extent required to perform this
Agreement.

     2.7. The Underwriter represents and warrants that it is a member in good
standing of the NASD and is registered as a broker-dealer with the SEC. The
Underwriter further represents that it will sell and distribute the Fund shares
in accordance with the laws of the State of Connecticut and all applicable state
and federal securities laws, including without limitation the 1933 Act, the 1934
Act, and the 1940 Act.

     2.8. The Fund represents that it is lawfully organized and validly existing
under the laws of the Commonwealth of Massachusetts and that it does and will
comply in all material respects with the 1940 Act.

     2.9. The Underwriter represents and warrants that the Adviser is and shall
remain duly registered in all material respects under all applicable federal and
state securities laws and that the Adviser shall perform its obligations for the
Fund in compliance in all material respects with the laws of the State of
Connecticut and any applicable state and federal securities laws.


                                       5
<PAGE>

     2.10. The Fund and Underwriter represent and warrant that all of their
directors, officers, employees, investment advisers, and other
individuals/entities dealing with the money and/or securities of the Fund are
and shall continue to be at all times covered by a blanket fidelity bond or
similar coverage for the benefit of the Fund in an amount not less than the
minimal coverage as required currently by Rule 17g-(1) of the 1940 Act or
related provisions as may be promulgated from time to time. The aforesaid Bond
shall include coverage for larceny and embezzlement and shall be issued by a
reputable bonding company.

     2.11. The Company represents and warrants that all of its directors,
officers, employees, investment advisers, and other individuals/entities dealing
with the money and/or securities of the Fund are covered by a blanket fidelity
bond or similar coverage for the benefit of the Fund, in an amount not less than
$2 million. The foresaid includes coverage for larceny and embezzlement is
issued by a reputable bonding company. The Company agrees to make all reasonable
efforts to see that this bond or another bond containing these provisions is
always in effect, and agrees to notify the Fund and the Underwriter in the event
that such coverage no longer applies.

                                  ARTICLE III.
                    Prospectuses and Proxy Statements; Voting
                    -----------------------------------------

     3.1. The Underwriter shall provide the Company (at the Company's expense)
with as many copies of the Fund's current prospectus as the Company may
reasonably request. If requested by the Company in lieu thereof, the Fund shall
provide such documentation (including a final copy of the new prospectus as set
in type at the Fund's expense) and other assistance as is reasonably necessary
in order for the Company once each year (or more frequently if the prospectus
for the Fund is amended) to have the prospectus for the Contracts and the Fund's
prospectus printed together in one document (such printing to be at the
Company's expense).

     3.2. The Fund's prospectus shall state that the Statement of Additional
Information for the Fund is available from the Underwriter (or in the Fund's
discretion, the Prospectus shall state that such Statement is available from the
Fund), and the Underwriter (or the Fund), at its expense, shall print and
provide such Statement free of charge to the Company and to any owner of a
Contract or prospectus owner who requests such Statement.

     3.3. The Fund, at its expense, shall provide the Company with copies of its
proxy material, reports to shareholders, and other communications to
shareholders in such quantity as the Company shall reasonably require for
distributing to Contract owners.

     3.4. If an to the extent required by law the Company shall:

          (i)    solicit voting instructions from Contract owners;
                                     
          (ii)   vote the Fund shares in accordance with instructions received
                 from Contract owners; and


                                       6
<PAGE>


          (iii)  vote Fund shares for which no instructions have been received
                 in the same proportion as Fund shares of such portfolio for
                 which instructions have been received,

so long as and to the extent that the Securities and Exchange Commission
continues to interpret the 1940 Act to require pass-through voting privileges
for variable contract owners. The Company reserves the right to vote Fund shares
held in any segregated asset account in its own right, to the extent permitted
by law. Participating Insurance Companies shall be responsible for assuring that
each of their separate account participating in the Fund calculates voting
privileges in a manner consistent with the standards set forth on Schedule B
attached hereto and incorporated herein by this reference, which standards will
also be provided to the other Participating Insurance Companies.

     3.5. The Fund will comply with all provision of the 1940 Act requiring
voting by shareholders, and in particular the Fund will either provide for
annual meetings or comply with Section 16(c) of the 1940 Act (although the Fund
is not one of the trusts described in Section 16(c) of that Act) as well as with
Sections 16(a) and, if and when applicable, 16(b). Further, the Fund will act in
accordance with the Securities and Exchange Commission's interpretation of the
requirements of Section 16(a) with respect to periodic elections of trustees and
with whatever rules the Commission may promulgate with respect thereto.

                                   ARTICLE IV.
                         Sales Material and Information
                         ------------------------------

     4.1. The Company shall furnish, or shall cause to be furnished, to the Fund
or its designee, each piece of sales literature or other promotional material in
which the Fund or its investment adviser or the Underwriter is named, at least
fifteen Business Days prior to its use. No such material shall be used if the
Fund or its designee reasonably objects to such use within fifteen Business Days
after receipt of such material.

     4.2. The Company shall not give any information or make any representations
or statements on behalf of the Fund or concerning the Fund in connection with
the sale of the Contracts other than the information or representations
contained in the registration statement or prospectus for the Fund shares, as
such registration statement and prospectus may be amended or supplemented form
time to time, or in reports or proxy statements for the Fund, or in sales
literature or other promotional material approved by the Fund or its designee or
by the Underwriter, except with the permission of the Fund or the Underwriter or
the designee of either.

     4.3. The Fund, Underwriter, or its designee shall furnish, or shall cause
to be furnished, to the Company or its designee, each piece of sales literature
or other promotional material in which the Company and/or its separate
account(s), is named at least fifteen Business Days prior to its use. No such
material shall be used if the Company or its designee reasonably objects to such
use within fifteen Business Days after receipt of such material.


                                       7
<PAGE>


     4.4. The Fund and the Underwriter shall not give any information or make
any representations on behalf of the Company or concerning the Company, each
Account, or the Contracts other than the information or representations
contained in a registration statement or prospectus for the Contracts, as such
registration statement and prospectus may be amended or supplemented from time
to time, or in published reports for each Account which are in the public domain
or approved by the Company for distribution to Contract owners, or in sales
literature or other promotional material approved by the Company or its
designee, except with the permission of the Company.

     4.5. The Fund will provide to the Company at least one complete copy of all
registration statements, prospectuses, Statements of Additional Information,
reports, proxy statements, sales literature and other promotional materials,
applications for exemptions, requests for no-action letters, and all amendments
to any of the above, that relate to the Fund or its shares, contemporaneously
with the filing of such document with the Securities and Exchange Commission or
other regulatory authorities.

     4.6. The Company will provide to the Fund at least one complete copy of all
registration statements, prospectuses, Statements of Additional Information,
reports, solicitations for voting instructions, sales literature and other
promotional materials, applications for exemptions, requests for no action
letters, and all amendments to any of the above, that relate to the Contracts or
each Account, contemporaneously with the filing of such document with the SEC or
other regulatory authorities.

     4.7. For purposes of this Article IV, the phrase "sales literature or other
promotional material" includes, but is not limited to, advertisements (such as
material published, or designed for use in, a newspaper, magazine, or other
periodical, radio, television, telephone or tape recording., videotape display,
signs or billboards, motion pictures, or other public media), sales literature
(i.e., any written communication distributed or made generally available to
customers or the public, including brochures, circulars, research reports,
market letters, form letters, seminar texts, reprints or excerpts of any other
advertisement, sales literature, or published article), educational or training
materials or other communications distributed or made generally available to
some or all agents or employees, and registration statements, prospectuses,
Statements of Additional Information, shareholder reports, and proxy materials.

                                   ARTICLE V.
                                Fees and Expenses
                                -----------------

     5.1. The Fund and Underwriter shall pay no fee or other compensation to the
Company under this agreement, except that if the Fund or any Portfolio adopts
and implements a plan pursuant to Rule 12b-1 to finance distribution expenses,
then the Underwriter may make payments to the Company or to the underwriter for
the Contracts if and in amounts agreed to by the Underwriter in writing and such
payments will be made out of existing fees otherwise payable to the Underwriter,
past profits of the underwriter or other resources available to the Underwriter.
No such payments shall be made directly by the Fund. Currently, no such payments
are contemplated.


                                       8
<PAGE>


     5.2. All expenses incident to performance by the Fund under this Agreement
shall be paid by the Fund. The Fund shall see to it that all its shares are
registered and authorized for issuance in accordance with applicable federal law
and, if and to the extent deemed advisable by the Fund, in accordance with
applicable state laws prior to their sales. The Fund shall bear the expenses for
the cost of registration and qualification of the Fund's shares, preparation and
filing of the Fund's prospectus and registration statement, proxy materials and
reports, setting the prospectus in type, setting in type and printing the proxy
materials and reports to shareholders (including the costs of printing a
prospectus that constitutes an annual reports), the preparation of all
statements and notices required by any federal or state law, all taxes on the
issuance or transfer of the Fund's shares.

     5.3. The Company shall bear the expenses of printing and distributing the
Fund's prospectus to owners of Contracts issued by the Company and of
distributing the Fund's proxy materials and reports to such Contract owners.

                                   ARTICLE VI.
                                 Diversification
                                 ---------------

     6.1. The Fund will at all times invest money from the Contracts in such a
matter as to ensure that the Contracts will be treated as variable contracts
under the Code and the regulations issued thereunder. Without limiting the scope
of the foregoing, the Fund will at all times comply with Section 817(h) of the
Code and Treasury Regulation 1.817-5, relating to the diversification
requirements for variable annuity, endowment, or life insurance contracts and
any amendments or other modifications to such Section or Regulations. In the
event of a breach of this Article VI by the Fund, it will take all reasonable
steps (a) to notify Company of such breach and (b) to adequately diversify the
Fund so as to achieve compliance with the grace period afforded by Regulation
817-5.

                                  ARTICLE VII.
                               Potential Conflicts
                               -------------------

     7.1. The Board will monitor the Fund for the existence of any material
irreconcilable conflict between the interests of the contract owners of all
separate accounts investing in the Fund. An irreconcilable material conflict may
arise for a variety of reasons, including: (a) an action by any state insurance
regulatory authority; (b) a change in applicable federal or state insurance,
tax, or securities laws or regulations, or a public ruling, private letter
ruling, no-action or interpretative letter, or any similar action by insurance,
tax, or securities regulatory authorities; (c) an administrative or judicial
decision in any relevant proceeding; (d) the manner in which the investments of
any Portfolio are being managed; (e) a difference in voting instructions given
by variable annuity contract and variable life insurance contract owners; or (f)
a decision by an insurer to disregard the voting instructions of contract
owners. The Board shall promptly inform the Company if it determines that an
irreconcilable material conflict exists and the implications thereof.


                                       9
<PAGE>


     7.2. The Company will report any potential or existing conflicts of which
it is aware to the Board. The Company will assist the Board in carrying out its
responsibilities under the Shared Funding Exemptive Order, by providing the
Board with all information reasonably necessary for the Board to consider any
issues raised. This includes, but is not limited to, an obligation by the
Company to inform the Board whenever contract owner voting instructions are
disregarded.

     7.3. If its is determined by a majority of the Board, or a majority of its
disinterested trustees, that a material irreconcilable conflict exists, the
Company and other Participating Insurance Companies shall, at their expense and
to the extent reasonably practicable (as determined by a majority of the
disinterested trustees), take whatever steps are necessary to remedy or
eliminate the irreconcilable material conflict, up to and including: (1),
withdrawing the assets allocable to some or all of the separate accounts from
the Fund or any Portfolio and reinvesting such assets in a different investment
medium, including (but not limited to) another Portfolio of the Fund, or
submitting the question whether such segregation should be implemented to a vote
of all affected Contract owners and, as appropriate, segregating the assets of
any appropriate group (i.e., annuity contract owners, life insurance contract
owners, or variable contract owners of one or more Participating Insurance
Companies) that votes in favor of such segregation, or offering to the affected
contract owners the option of making such a change; and (2), establishing a new
registered management investment company or managed separate account.

     7.4. If a material irreconcilable conflict arises because of a decision by
the Company to disregard contract owner voting instructions and that decision
represents a minority position or would preclude a majority vote, the Company
may be required, at the Fund's election, to withdraw the affected Account's
investment in the Fund and terminate this Agreement with respect to such
Account; provided, however that such withdrawal and termination shall be limited
to the extent required by the foregoing material irreconcilable conflict as
determined by a majority of the disinterested members of the Board. Any such
withdrawal and termination must take place within six (6) months after the Fund
give written notice that this provision is being implemented, and until the end
of that six month period the Underwriter and Fund shall continue to accept and
implement orders by the Company for the purchase (and redemption) of shares of
the Fund.

     7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Company conflicts with
the majority of other state regulators, then the Company will withdraw the
affected Account's investment in the Fund and terminate this Agreement with
respect to such Account within six months after the Board informs the Company in
writing that it has determined that such decision has created an irreconcilable
material conflict: provided, however, that such withdrawal and termination shall
be limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the disinterested members of the Board.
Until the end of the foregoing six month period, the Underwriter and Fund shall
continue to accept and implement orders by the Company for the purchase (and
redemption) of shares for the Fund.


                                       10
<PAGE>

     7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a majority
of the disinterested members of the Board shall determine whether any proposed
action adequately remedites any irreconcilable material conflict, but in no
event will the Fund be required to establish a new funding medium for the
Contracts. The Company shall not be required by Section 7.3 to establish a new
funding medium for the Contract if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the Board determines that
any proposed action does not adequately remedy any irreconcilable material
conflict, then the Company will withdraw the Account's investment in the fund
and terminate this Agreement within six (6) months after the Board informs the
Company in writing of the foregoing determination, provided, however, that such
withdrawal and termination shall be limited to the extent required by any such
material irreconcilable conflict as determined by a majority of the
disinterested members of the Board.

     7.7. If an to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act
or the rules promulgated thereunder with respect to mixed or shared funding (as
defined in the Shared Funding Exemptive Order) on terms and conditions
materially different from those contained in the Shared Funding Exemptive Order,
then (a) the Fund and/or the Participating Insurance Companies, as appropriate,
shall take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T),
as amended, and Rule 6e-3, as adopted, to the extent such rules are applicable;
and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4 and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to such Sections are contained in such Rule(s) as so amended or
adopted.

                                  ARTICLE VIII.
                                 Indemnification
                                 ---------------

     8.1. Indemnification By The Company

     8.1(a). The Company agrees to indemnify and hold harmless the Fund and each
trustee of the Board and officers and each person, if any, who controls the Fund
within the meaning of Section 15 of the 1933 Act (collectively, the "Indemnified
Parties" for purposes of this Section 8.1) against any and all losses, claims,
damages, liabilities (including amounts paid in settlement with the written
consent of the Company) or litigation (including legal and other expense), to
which the Indemnified Parties may become subject under any statute, regulation,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Fund's shares or the Contracts and:

                  (i)    arise out of or are based upon any untrue statements or
                         alleged untrue statements of any material fact
                         contained in the Registration Statement or prospectus
                         for the Contracts or contained in the Contracts or
                         sales literature for the Contracts (or any amendment or
                         supplement to any of the foregoing),


                                       11
<PAGE>


                         or arise out of or are based upon the omission or the
                         alleged omission to state therein a material fact
                         required to be stated therein or necessary to make the
                         statements therein not misleading, provided that this
                         agreement to indemnify shall not apply as to any
                         Indemnified Party if such statement or omission or such
                         alleged statement or omission was made in reliance upon
                         and in conformity with information furnished to the
                         Company by or on behalf of the Fund for use in the
                         Registration Statement or prospectus for the Contracts
                         or in the Contracts or sales literature (or any
                         amendment or supplement) or otherwise for use in
                         connection with the sale of the Contracts or Fund
                         shares; or

                  (ii)   arise out of or as a result of statements or
                         representations (other than statements or
                         representations contained in the Registration
                         Statement, prospectus or sales literature of the fund
                         not supplied by the Company, or persons under its
                         control) or wrongful conduct of the Company or persons
                         under its control, with respect to the sale or
                         distribution of the Contracts or Fund Shares; or

                  (iii)  arise out of any untrue statement or alleged untrue
                         statement of a material fact contained in a
                         Registration Statement, prospectus, or sales literature
                         of the Fund or any amendment thereof or supplement
                         thereto or the omission or alleged omission to state
                         therein a material fact required to be stated therein
                         or necessary to make the statements therein not
                         misleading if such a statement or omission was made in
                         reliance upon information furnished to the Fund by or
                         on behalf of the Company; or

                  (iv)   arise as a result of any failure by the Company to
                         provide the services and furnish the materials under
                         the terms of this Agreement; or

                  (v)    arise out of or result from any material breach of any
                         representation and/or warranty made by the Company in
                         this Agreement or arise out of or result from any other
                         material breach of this Agreement by the Company, as
                         limited by and in accordance with the provisions of
                         Section 8.1(b) and 8.1(c) hereof.

     8.1(b). The Company shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party as such may arise from such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations or duties under this Agreement or to
the Fund, whichever is applicable.

     8.1(c). The Company shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Company in writing within a
reasonable time after the summons or other first legal  



                                       12
<PAGE>



process giving information of the nature of the claim shall have been served
upon such Indemnified Party (or after such Indemnified Party shall have received
notice of such service on any designated agent), but failure to notify the
Company of any such claim shall not relieve the Company from any liability which
it may have to the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision. In case any such
action is brought against the Indemnified Parties, the Company shall be entitled
to participate, at its own expense, in the defense of such action. The Company
also shall be entitled to assume the defense thereof, with counsel satisfactory
to the party named in the action. After notice from the Company to such party of
the Company's election to assume the defense thereof, the Indemnified Party
shall bear the fees and expenses of any additional counsel retained by it, and
the Company will not be liable to such party under this Agreement for any legal
or other expenses subsequently incurred by such party independently in
connection with the defense thereof other than reasonable costs of
investigation.

     8.1(d). The Indemnified Parties will promptly notify the Company of the
commencement of any litigation or proceedings against them in connection with
the issuance or sale of the Fund Shares or the Contracts or the operation of the
Fund.

     8.2. Indemnification by the Underwriter

     8.2(a). The Underwriter agrees to indemnify and hold harmless the Company
and each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.2) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Underwriter) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statue,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements are related to the
sale or acquisition of the Fund's shares or the Contracts and:

                  (i)    arise out of or are based upon untrue statement or
                         alleged untrue statement of any material fact contained
                         in the Registration Statement or prospectus or sales
                         literature of the Fund (or any amendment or supplement
                         to any of the foregoing), or arise out of or are based
                         upon the omission or the alleged omission to state
                         therein a material fact required to be stated therein
                         or necessary to make the statements therein not
                         misleading, provided that this agreement to indemnify
                         shall not apply as to any Indemnified Party if such
                         statement or omission or such alleged statement or
                         omission was made in reliance upon and in conformity
                         with information furnished to the Underwriter or Fund
                         by or on behalf of the Company for use in the
                         Registration Statement or prospectus for the Fund or in
                         sales literature (or any amendment or supplement) or
                         otherwise for use in connection with the sale of the
                         Contracts or Fund shares; or


                                       13
<PAGE>


                  (ii)   arise out of or as a result of statements or
                         representations (other than statements ore
                         representations contained in the Registration
                         Statement, prospectus or sales literature for the
                         Contracts not supplied by the Underwriter or persons
                         under its control) or wrongful conduct of the Fund.
                         Adviser or Underwriter or persons under their control,
                         with respect to the sale or distribution of the
                         Contracts or Fund shares; or


                  (iii)  arise out of any untrue statement or alleged untrue
                         statement of a material fact contained in a
                         Registration Statement, prospectus, or sales literature
                         covering the Contracts, or any amendment thereof or
                         supplement thereto, or the omission or alleged omission
                         to state therein a material fact required to be stated
                         therein or necessary to make the statement or
                         statements therein not misleading, if such statement or
                         omission was made in reliance upon information
                         furnished to the Company by or on behalf of the Fund;
                         or

                  (iv)   arise as a result of any failure by the Fund to provide
                         the services and furnish the materials under the terms
                         of this Agreement (including a failure, whether
                         unintentional or in good faith or otherwise, to comply
                         with the diversification requirements specified in
                         Article VI of this Agreement); or

                  (v)    arise out of or result from any material breach of any
                         representation and/or warranty made by the Underwriter
                         in this Agreement or arise out of or result from any
                         other material breach of this Agreement by the
                         Underwriter; as limited by and in accordance with the
                         provisions of Sections 8.2(b) and 8.2(c) hereof.

     8.2(b). The Underwriter shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
to which an Indemnified Party would otherwise be subject by reason of such
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of such Indemnified Party's duties or by reason of such Indemnified
Party's reckless disregard of obligations and duties under this Agreement or to
each Company or the Account, whichever is applicable.

     8.2(c). The Underwriter shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless
such Indemnified Party shall have notified the Underwriter in writing within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon such
Indemnified Party (or after such Indemnified Party shall have received notice of
such service on any designated agent), but failure to notify the Underwriter of
any such claim shall not relieve the Underwriter from any liability which it may
have to the Indemnified Party against whom such action is brought otherwise than
on account of this indemnification provision. In case any such action is brought
against the Indemnified Parties, the Underwriter will be entitled to
participate, at its own expense, in the defense thereof. The Underwriter also
shall be entitled to assume the defense thereof, with counsel satisfactory to
the party named in the action. After notice from the Underwriter to such party
of the Underwriter's election to assume the defense 


                                       14
<PAGE>


thereof, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Underwriter will not be liable to
such party under this Agreement for any legal or other expenses subsequently
incurred by such party independently in connection with the defense thereof
other than reasonable costs of investigation.

     8.2(d). The Company agrees promptly to notify the Underwriter of the
commencement of any litigation or proceedings against it or any of its officers
or directors in connection with the issuance or sale of the Contracts or the
operation of each Account.

     8.3. Indemnification By the Fund

     8.3(a). The Fund agrees to indemnify and hold harmless the Company, and
each of its directors and officers and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act (collectively, the
"Indemnified Parties" for purposes of this Section 8.3) against any and all
losses, claims, damages, liabilities (including amounts paid in settlement with
the written consent of the Fund) or litigation (including legal and other
expenses) to which the Indemnified Parties may become subject under any statue,
at common law or otherwise, insofar as such losses, claims, damages, liabilities
or expenses (or actions in respect thereof) or settlements results from the
gross negligence, bad faith or willful misconduct of the Board or any member
thereof, are related to the operations of the Fund and:

                  (i)    arise as a result of any failure by the Fund to provide
                         the services and furnish the materials under the terms
                         of this Agreement (including a failure to comply with
                         the diversification requirements specified in Article
                         VI of this Agreement); or

                  (ii)   arise out of or result from any material breach of any
                         representation and/or warranty made by the Fund in this
                         Agreement or arise out of or result from any other
                         material breach of this Agreement by the Fund;

as limited by and in accordance with the provisions of Sections 8.3(b) and 
8.3(c) hereof.

     8.3(b). The Fund shall not be liable under this indemnification provision
with respect to any losses, claims, damages, liabilities or litigation incurred
or assessed against an Indemnified Party as such may arise from such Indemnified
Party's willful misfeasance, bad faith, or gross negligence in the performance
of such Indemnified Party's duties or by reason of such Indemnified Party's
reckless disregard of obligations and duties under this Agreement or to the
Company, the Fund, the Underwriter or each Account, whichever is applicable.

     8.3(c). The Fund shall not be liable under this indemnification provision
with respect to any claim made against an Indemnified Party unless such
Indemnified Party shall have notified the Fund in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon such Indemnified Party (or after
such Indemnified Party shall have received notice of such service on any
designated agent), but failure to notify the Fund of any such claim shall not
relieve the Fund from any liability 


                                       15
<PAGE>


which it may have to the Indemnified Party against whom such action is brought
otherwise than on account of this indemnification provision. In case any such
action is brought against the Indemnified Parties, the Fund will be entitled to
participate, at its own expense, in the defense thereof. The Fund also shall be
entitled to assume the defense thereof, with counsel satisfactory to the party
named in the action. After notice from the Fund to such party of the Fund's
election to assume the defense thereof, the Indemnified Party shall bear the
fees and expenses of any additional counsel retained by it, and the Fund will
not be liable to such party under this Agreement for any legal or other expenses
subsequently incurred by such party independently in connection with the defense
thereof other than reasonable costs of investigation.

     8.3(d). The Company and the Underwriter agree promptly to notify the Fund
of the commencement of any litigation or proceedings against it or any of its
respective officer or directors in connection with this Agreement, the issuance
or sale of the Contracts, with respect to the operation of either Account, or
the sale or acquisition of shares of the Fund.

                                  ARTICLE IX.
                                 Applicable Law
                                 --------------

     9.1. This Agreement shall be construed and the provisions hereof
interpreted under and in accordance with the laws of the Commonwealth of
Massachusetts.

     9.2. This Agreement shall be subject to the provisions of the 1933, 1934
and 1940 acts, and the rules and regulations and rulings thereunder, including
such exemptions from those statutes, rules and regulations as the Securities and
Exchange Commission may grant (including, but not limited to, the Shared Funding
Exemptive Order) and the terms hereof shall be interpreted and construed in
accordance therewith.

                                   ARTICLE X.
                                   Termination
                                   -----------

     10.1. This Agreement shall continue in full force and effect until the
first to occur of:

                  (a)    termination by any party for any reason by sixty (60) 
                         days advance written notice delivered to the other 
                         parties; or

                  (b)    termination by the Company by written notice to the
                         Fund and the Underwriter with respect to any Portfolio
                         based upon the Company's determination that shares of
                         such Portfolio are not reasonably available to meet the
                         requirements of the Contracts; or

                  (c)    termination by the Company by written notice to the
                         Fund and the Underwriter with respect to any Portfolio
                         in the event any of the Portfolio's shares are not
                         registered, issued or sold in accordance with
                         applicable state and/or federal law or such law
                         precludes the use of such shares as the 


                                       16
<PAGE>


                         underlying investment media of the Contracts issued or
                         to be issued by the Company; or

                  (d)    termination by the Company by written notice to the
                         Fund and the Underwriter with respect to any Portfolio
                         in the event that such Portfolio ceases to qualify as a
                         Regulated Investment Company under Subchapter M of the
                         Code or under any successor or similar provision, or if
                         the Company reasonably believes that the Fund may fail
                         to so qualify; or

                  (e)    termination by the Company by written notice to the
                         Fund and the Underwriter with respect to any Portfolio
                         in the event that such Portfolio fails to meet the
                         diversification requirements specified in Article VI
                         hereof; or

                  (f)    termination by either the Fund or the Underwriter by
                         written notice to the Company, if either one or both of
                         the Fund or the Underwriter respectively, shall
                         determine, in their sole judgment exercised in good
                         faith, that the Company and/or its affiliated companies
                         has suffered a material adverse charge in its business,
                         operations, financial condition or prospects since the
                         date of this Agreement or is the subject of material
                         adverse publicity; or

                  (g)    termination by the Company by written notice to the
                         Fund and the Underwriter, if the Company shall
                         determine, in its sole judgment exercised in good
                         faith, that either the Fund or the Underwriter has
                         suffered a material adverse change in its business,
                         operations, financial condition or prospects since the
                         date of this Agreement or is the subject of material
                         adverse publicity; or

                  (h)    termination by the Fund or the Underwriter by written
                         notice to the Company, if the Company gives the Fund
                         and the Underwriter the written notice specified in
                         Section 1.6(b) hereof and at the time such notice was
                         given there was no notice of termination outstanding
                         under any other provision of this Agreement; provided,
                         however any termination under this Section 10.1(h)
                         shall be effective forty-five (45) days after the
                         notice specified in Section 1.6(b) was given.

     10.2. Effect of Termination. Notwithstanding any termination of this
Agreement, the Fund and the Underwriter shall at the option of the Company,
continue to make available additional shares of the Fund pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement (hereinafter referred to as "Existing
Contract"). Specifically, without limitation, the owners of the Existing
Contracts shall be permitted to reallocate investments in the Fund, redeem
investments in the Fund and/or invest in the Fund upon the making of additional
purchase payments under the Existing Contracts. The parties agree that this
Section 10.2 shall not apply to any terminations under


                                       17
<PAGE>


Article VII and the effect of such Article VII terminations shall be governed by
Article VII of this Agreement.

     10.3 The Company shall not redeem Fund shares attributable to the Contracts
(as opposed to Fund shares attributable to the Company's assets held in the
Account) except (i) as necessary to implement Contract Owner initiated or
approved transactions, or (ii) as required by state and/or federal laws or
regulations or judicial or other legal precedent of general application
(hereinafter referred to as a "Legally Required Redemption"). Upon request, the
Company will promptly furnish to the Fund and the Underwriter the opinion of
counsel for the Company (which counsel shall be reasonably satisfactory to the
Fund and the Underwriter) to the effect that any redemption pursuant to clause
(ii) above is a Legally Required Redemption. Furthermore, except in cases where
permitted under the terms of the Contracts, the Company shall not prevent
Contract Owners from allocating payments to a Portfolio that was otherwise
available under the Contracts without first giving the Fund or the Underwriter
90 days notice of its intention to do so.

                                   ARTICLE XI.
                                     Notices
                                     -------

     Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of such party set forth below or at such
other address as such party may from time to time specify in writing to the
other party.

         If to the Fund:
                  82 Devonshire Street
                  Boston, Massachusetts  02109
                  Attention:  Treasurer

         If to the Company:
                  Aetna Life Insurance and Annuity Company
                  151 Farmington Avenue
                  Conveyor RTAI
                  Hartford, CT  06156
                  Attention:  Drew Lawton

         If to the Underwriter:
                  82 Devonshire Street
                  Boston, Massachusetts  02109
                  Attention:  Treasurer

                                  ARTICLE XII.
                                  Miscellaneous
                                  -------------


                                       18
<PAGE>



     12.1. All persons dealing with the Fund must look solely to the property of
the Fund for the enforcement of any claims against the Fund as neither the
Board, officers, agents or shareholders assume any personal liability for
obligations entered into on behalf of the Fund.

     12.2. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information until such time as it may come into
the public domain without the express written consent of the affected party.

     12.3. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

     12.4. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

     12.5. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Agreement shall
not be affected thereby.

     12.6. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the SEC, the
NASD and state insurance regulators) and shall permit such authorities
reasonable access to its books and records in connection with any investigation
or inquiry relating to this Agreement or the transactions contemplated hereby.
Notwithstanding the generality of the foregoing, each party hereto further
agrees to furnish the California Insurance Commissioner with any information or
reports in connection with services provided under this Agreement which such
Commissioner may request in order to ascertain whether the insurance operations
of the Company are being conducted in a manner consistent with the California
Insurance Regulations and any other applicable law or regulations.

     12.7. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.

     12.8. This Agreement or any of the rights and obligations hereunder may not
be assigned by any party without the prior written consent of all parties
hereto; provided, however, that the Underwriter may assign this Agreement or any
rights or obligations hereunder to any affiliate of or company under common
control with the Underwriter, if such assignee is duly licensed and registered
to perform the obligations of the Underwriter under this Agreement.

     12.9. The Company shall furnish, or shall cause to be furnished, to the
fund or its designee copies of the following reports:



                                       19
<PAGE>

                  (a)    the Company's annual statement (prepared under
                         statutory accounting principles) and annual report
                         (prepared under generally accepted accounting
                         principles ("GAAP")), as soon as practical and in any
                         event within 90 days after the end of each fiscal year;

                  (b)    the Company's quarterly statements (statutory and
                         GAAP), as soon as practical and in any event within 45
                         days after the end of each quarterly period;

                  (c)    any financial statement, proxy statement, notice of
                         report of the Company sent to stockholders and/or
                         policyholders, as soon as practical after the delivery
                         thereof to stockholders;

                  (d)    any registration statement (without exhibits) and
                         financial reports of the Company filed with the
                         Securities and Exchange Commission or any state
                         insurance regulator, as soon as practical after the
                         filing thereof;

                  (e)    any other report submitted to the Company by
                         independent accountants in connection with any annual,
                         interim or special audit made by them of the books of
                         the Company, as soon as practical after the receipt
                         thereof.

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by its duly authorized
representative and its seal to be hereunder affixed hereto as of the date
specified below.



                                       20
<PAGE>

AETNA LIFE INSURANCE AND ANNUITY COMPANY
By its authorized officer,



By:     /s/ Shaun P. Mathews
   -------------------------------------


Title: Senior Vice President


Date:  2/18/94




VARIABLE INSURANCE PRODUCTS FUND II
By its authorized officer,



By:      /s/ J. Gary Burkhead
   -------------------------------


Title: Senior Vice President


Date:  3/2/94




FIDELITY DISTRIBUTORS CORPORATION
By its authorized officer,



By:      /s/ Kurt A. Lange
   -----------------------------------


Title: President


Date:  2/28/94




                                       21
<PAGE>

                                   Schedule A
                                   ----------

                    Separate Accounts and Associate Contracts
                    -----------------------------------------


Name of Separate Account and                         Contracts Funded
Date Established by Board of Directors               By Separate Account
- --------------------------------------               -------------------

Separate Account C                                   IRA-CDA-IC
                                                     G-TDA-HH(XC/M)
                                                     G-TDA-HH(XC/S)

Separate Account D                                   F.6F-PVA-TR
                                                     GFA-PVA-IC
                                                     GF-PVA-IC



                                       22
<PAGE>


                                   SCHEDULE B
                             PROXY VOTING PROCEDURE

The following is a list of procedures and corresponding responsibilities for the
handling of proxies relating to the Fund by the Underwriter, the Fund and the
Company. The defined terms herein shall have the meanings assigned in the
Participation Agreement except that the term "Company" shall also include the
department or third party assigned by the Insurance Company to perform the steps
delineated below.

1.   The number of proxy proposals is given to the Company by the Underwriter as
     early as possible before the date set by the Fund for the shareholder
     meeting to facilitate the establishment of tabulation procedures. At this
     time the Underwriter will inform the Company of the Record, Mailing and
     Meeting dates. This will be done verbally approximately two months before
     meeting.

2.   Promptly after the Record Date, the Company will perform a "tape run", or
     other activity, which will generate the names, addresses and number of
     units which are attributed to each contractowner/policyholder (the
     "Customer") as of the Record Date. Allowance should be made for account
     adjustments made after this date that could affect the status of the
     Customers' accounts as the Record Date.

     Note: The number of proxy statements is determined by the activities
     described in Step #2. The Company will use its best efforts to call in the
     number of Customers to Fidelity, as soon as possible, but no later than two
     weeks after the Record Date.

3.   The Fund's Annual Report must be sent to each Customer by the Company
     either before or together with the Customer's receipt of a proxy statement.
     Underwriter will provide at least one copy of the last Annual Report to the
     Company.

4.   The text and format for the Voting Instruction Cards ("Cards" or "Card") is
     provided to the Company by the Fund. The Company, at its expense, shall
     produce and personalize the Voting Instruction Cards. The Legal Department
     of the Underwriter or its affiliate ("Fidelity Legal") must approve the
     Card before it is printed. Allow approximately 2-4 business days for
     printing information on the Cards. Information commonly found on the Cards
     includes:
         a.   name (legal name as found on account registration)
         b.   address
         c.   Fund or account number
         d.   coding to state number of units
         e.   individual Card number for use in tracking and verification of 
              votes (already on Cards as printed by the Fund)

(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)


                                       23
<PAGE>


5.   During this time, Fidelity Legal will develop, produce, and the Fund will
     pay for the Notice of Proxy and the Proxy Statement (one document). Printed
     and folded notices and statements will be sent to Company for insertion
     into envelopes (envelopes and return envelopes are provided and paid for by
     the Insurance Company). Contents of envelope sent to Customers by Company
     will include:

         a.   Voting Instruction Card(s)
         b.   One proxy notice and statement (one document)
         c.   return envelope (postage pre-paid by Company) addressed to the 
              Company or its tabulation agent
         d.   "urge buckslip" - optional, but recommended.  (This is a small, 
              single sheet of paper that requests Customers to vote as quickly 
              as possible and that their vote isimportant. One copy will be 
              supplied by the Fund.)
         e.   cover letter - optional, supplied by Company and reviewed and 
              approved in advance by Fidelity Legal.

6.   The above contents should be received by the Company approximately 3-5
     business days before mail date. Individual in charge at Company reviews and
     approves the contents of the mailing package to ensure correctness and
     completeness. Copy of this approval sent to Fidelity Legal.

7.   Package mailed by the Company.
     *   The Fund must allow at least a 15-day solicitation time to the Company
         as the shareowner. (A 5-week period is recommended.) Solicitation time
         is calculated as calendar days from (but not including) the meeting,
         counting backwards.

8.   Collection and tabulation of Cards begins. Tabulation usually takes place
     in another department or another vendor depending on process used. An often
     used procedure is to sort Cards on arrival by proposal into vote categories
     of all yes, no, or mixed replies, and to begin data entry.

     Note: Postmarks are not generally needed. A need for postmark information
     would be due to an insurance company's internal procedure and has not been
     required by Fidelity in the past.

9.   Signatures on Card checked against legal name on account registration 
     which was printed on the Card.

     Note: For Example, If the account registration is under "Bertram C. Jones,
     Trustee," then that is the exact legal name to be printed on the Card and
     is the signature needed on the Card.

10.  If Cards are mutilated, or for any reason are illegible or are not signed
     property, they are sent back to Customer with an explanatory letter, a new
     Card and return envelope. The mutilated or illegible Card is disregarded
     and considered to be not received for purposes of vote tabulation. Any
     Cards that have "kicked out" (e.g., mutilated, illegible) of the procedure
     are 


                                       24
<PAGE>

     "hand verified," i.e., examined as to why they did not complete the system.
     Any questions on those Cards are usually remedied individually.

11.  There are various control procedures used to ensure proper tabulation of
     votes and accuracy of that tabulation. The most prevalent is to sort the
     Cards as they first arrive into categories depending upon their vote; an
     estimate of how the vote is progressing may then be calculated. If the
     initial estimates and the actual vote do not coincide, then an internal
     audit of that vote should occur. This may entail a recount.

12.  The actual tabulation of votes is done in units which is then converted to
     shares. (It is very important that the Fund receives the tabulation stated
     in terms of a percentage and the number of shares.) Fidelity Legal must
     review and approve tabulation format.

13.  Final tabulation in shares is verbally given by the Company to Fidelity
     Legal on the morning of the meeting not later than 10:00 a.m. Boston time.
     Fidelity Legal may request an earlier deadline if required to calculate the
     vote in time for the meeting.

14.  A Certification of Mailing and Authorization to Vote Shares will be
     required from the Company as well as an original copy of the final vote.
     Fidelity Legal will provide a standard form of each Certification.

15.  The Company will be required to box and archive the Cards received from the
     Customers. In the event that any vote is challenged or if otherwise
     necessary for legal, regulatory, or accounting purposes, Fidelity Legal
     will be permitted reasonable access to such Cards.

16.  All approvals and "signing-off" may be done orally, but must always be
     followed up in writing.




                                       25
<PAGE>

                               FIRST AMENDMENT TO
                             PARTICIPATION AGREEMENT



THIS FIRST AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "First Amendment")
is made and entered into as of the 1st day of February, 1995, by and among AETNA
LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut corporation, on
its own behalf and on behalf of each segregated asset account of the Company
(each an "Account") set forth on Schedule A of the Original Agreement (defined
below), and the VARIABLE INSURANCE PRODUCTS FUND II, an unincorporated business
trust organized under the laws of the Commonwealth of Massachusetts (the "Fund")
and FIDELITY DISTRIBUTORS CORPORATION (the "Underwriter"), a Massachusetts
corporation.


                                   WITNESSETH

WHEREAS, the Company, the Fund and the Underwriter are parties to a
Participation Agreement, dated February 1, 1994, (the "Original Agreement"); and

WHEREAS, the Company, the Fund and the Underwriter now desire to modify the
Original Agreement, (i) to add additional Contracts funded by each Account, and
(ii) to modify Schedule C of the Original Agreement by the addition of a new
investment company.

NOW THEREFORE, in consideration of the premises and the mutual covenants and
promises expressed herein, the parties agree as follows:

1.   Schedule A of the Original Agreement is hereby deleted and replaced with
     Schedule A, dated March 1, 1995.

2.   Schedule C of the Original Agreement is hereby deleted and replaced with
     Schedule C, dated March 1, 1995.

3.   The Original Agreement, as supplemented by this First Amendment, is
     ratified and confirmed.

4.   This First Amendment may be executed in two or more counterparts, which
     together shall constitute one instrument.



                                     Page 1
<PAGE>


IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
date first above written.


                           AETNA LIFE INSURANCE AND ANNUITY COMPANY

                           By:    /s/ Laura Estes
                                  ---------------------
                                  Laura Estes
                                  Senior Vice President

                           VARIABLE INSURANCE PRODUCTS FUND II

                           By:    /s/ J. Gary Burkhead
                                  ---------------------
                                  J. Gary Burkhead
                                  Senior Vice President


                           FIDELITY DISTRIBUTORS CORPORATION

                           By:    /s/ Kurt A. Lange
                                  ---------------------
                                  Kurt A. Lange
                                  President



                                     Page 2
<PAGE>


                                   SCHEDULE A
- --------------------------------------------------------------------------------
                                         Policy Form Numbers of Contracts Issued
             Name of Separate Account           Through Separate Account
- --------------------------------------------------------------------------------
                 Separate Account C              G-CDA-IB(XC/SM)
                                                  G-401-IB(X/M)
                                                   G-CDA-IC(NQ)
                                                   G-CDA-IC(IR)
                                                  G-TDA-HH(XC/M)
                                                  G-TDA-HH(XC/S)
                                                 I-CDA-IC(NQ/MP)
                                                 I-CDA-IC(IR/MP)
                                                 I-CDA-IC(NQ/NY)
                                                 I-CDA-IC(IR/NY)
                                                    IRA-CD-IC

- --------------------------------------------------------------------------------
                 Separate Account D                  EGF-PVU-IC
                                                    EGFA-PVU-IC
                                                     GF-PVA-IC
                                                     GFA-PVA-IC
                                                    F.6F-PVA-TR
- --------------------------------------------------------------------------------








Date of Supplement:  March 1, 1995


                                     Page 3
<PAGE>


                                   SCHEDULE C


Sponsors of other investment companies available under variable annuities or
variable life insurance issued by the Company:


                                                                  Date Added
                                                                  ----------
Twentieth Century Investors                                   February 1, 1994
Neuberger & Berman                                            February 1, 1994
Calvert                                                       February 1, 1994
Scudder                                                       February 1, 1994
Franklin/Templeton                                            February 1, 1994
Lexington                                                     February 1, 1994
Alger                                                         February 1, 1994
Janus                                                         March 1, 1995






Date of Supplement:  March 1, 1995



                                     Page 4
<PAGE>


                 AMENDMENT NO 2 TO PARTICIPATION AGREEMENT AMONG

                       VARIABLE INSURANCE PRODUCTS FUND II

                       FIDELITY DISTRIBUTIONS CORPORATION

                                       and

                     AETNA LIFE INSURANCE & ANNUITY COMPANY

         WHEREAS, AETNA LIFE INSURANCE & ANNUITY COMPANY (the "Company"),
VARIABLE INSURANCE PRODUCTS FUND II (the "Fund") and FIDELITY DISTRIBUTORS
CORPORATION have previously entered into a Participation Agreement (the
"Agreement") containing certain arrangements concerning prospectus costs; and

         WHEREAS, the Trustees of the Fund have approved certain changes to the
expense structure of the Fund; and

         NOW, THEREFORE, the parties do hereby agree to amend the Agreement by
substituting the following arrangement in place of any inconsistent language in
the Participation Agreement, wherever found:

         1. The Fund will provide to the Company each year, at the Fund's costs,
such number of prospectuses and Statements of Additional Information as are
actually distributed to the Company's then-existing variable life and/or
variable annuity contract owners.

         2. If the Company takes camera-ready film or computer diskettes
containing the Fund's prospectus and/or Statement of Additional Information in
lieu of receiving hard copies of these documents, the Fund will reimburse the
Company in an amount computed as follows. The number of prospectuses and
Statements of Additional Information actually distributed to existing contract
owners by the Company will be multiplied by the Fund's actual per-unit cost of
printing the documents.

         3. The Company agrees to provide the Fund or its designee with such
information as may be reasonably requested by the Fund in order to verify that
the prospectuses and Statements of Additional Information provided to the
Company, or the reimbursement made to the Company, are or have been used only
for the purposes set forth hereinabove.

         IN WITNESS WHEREOF we have set our hand as of the 15th day of December,
1994.

AETNA LIFE INSURANCE & ANNUITY COMPANY

By:      /s/ Laura R. Estes
   --------------------------------
Name:    Laura R. Estes
Title:   Senior Vice President


VARIABLE INSURANCE PRODUCTS FUND II            FIDELITY DISTRIBUTORS CORPORATION

By:      /s/ J. Gary Burkhead                  By:      /s/ Kurt A. Lange
   ---------------------------------              ------------------------------
Name:    J. Gary Burkhead                      Name:    Kurt A. Lange
Title:   Senior Vice President                 Title:   President




<PAGE>

                               THIRD AMENDMENT TO
                             PARTICIPATION AGREEMENT


         THIS THIRD AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Third
Amendment") is made and entered into as of the 1st day of May, 1995, by and
among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut
corporation, on its own behalf and on behalf of each segregated asset account of
the Company (each an "Account") set forth on Schedule A of the Original
Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND II, an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a Massachusetts corporation.


                                   WITNESSETH


         WHEREAS, the Company, the Fund and the Underwriter are parties to a
Participation Agreement, dated February 1, 1994, as supplemented by First
Amendment to Participation Agreement dated as of February 1, 1995 and Amendment
No. 2 to Participation Agreement dated as of December 15, 1994, (the "Original
Agreement"); and

         WHEREAS, the Company, the Fund and the Underwriter now desire to modify
the Original Agreement (i) to add an additional Account; and (ii) to add
additional Contracts funded by each Account.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants and promises expressed herein, the parties agree as follows:

1.   Schedule A of the Original Agreement is hereby deleted and replaced with
     Schedule A attached hereto, effective as of May 1, 1995;

2.   the Original Agreement, as supplemented by this Third Amendment, is
     ratified and confirmed; and

3.   this Third Amendment may be executed in two or more counterparts, which
     together shall constitute one instrument.



<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Third Amendment as
of the date first above written.

                               AETNA LIFE INSURANCE AND ANNUITY COMPANY

                               By:     /s/ Scott Striegel
                                  --------------------------------------
                                    Scott Striegel
                                    Senior Vice President


                               VARIABLE INSURANCE PRODUCTS FUND II

                               By:     /s/ J. Gary Burkhead
                                  --------------------------------------
                                    Name:   J. Gary Burkhead
                                    Title:  Senior Vice President


                               FIDELITY DISTRIBUTORS CORPORATION

                               By:     /s/ Kurt A. Lange
                                  --------------------------------------
                                    Name:   Kurt A. Lange
                                    Title:  President



                                       -2-
<PAGE>




                                   SCHEDULE A

- --------------------------------------------------------------------------------
                                         Policy Form Numbers of Contracts Issued
              Name of Separate Account             Through Separate Account
- --------------------------------------------------------------------------------
             Variable Annuity Account B           I-CDA-IC-(IR/NY)
                                                  I-CDA-IC(NQ/NY)
                                                  I-CDA-IC-(IR/MP)
                                                  I-CDA-IC(NQ/MP)
                                                    G-CDA-IB(IR)
                                                    G-CDA-IC(IR)
                                                    G-CDA-IC(NQ)
                                                    GMCC-IC(NQ)
                                                      G-CDA-HF
                                                      I-CDA-IA
                                                    I-CDA-HI(NQ)
                                                    G-CDA-ID(DC)
                                                  G-CDA-GP1(4/94)
                                                  I-CDA-GP1(4/94)
- --------------------------------------------------------------------------------
               Variable Life Account B               70180-93US
                                                     70182-93US
                                                     70181-94US
                                                       38899
                                                      38899-90
                                                      38899-93
- --------------------------------------------------------------------------------
             Variable Annuity Account C            G-CDA-IB(XC/SM)
                                                   G-CDA-IA(RPM/XC)
                                                    G-CDA-IB(AORP)
                                                   G-CDA-IB(ATORP)
                                                    G-401-IB(X/M)
                                                       G-CDA-HF
                                                       GTCC-HF
                                                     G-CDA-IA(RP)
                                                    G-TDA-HH(XC/M)
                                                    G-TDA-HH(XC/S)
                                                      IRA-CDA-IC
                                                    IP-CDA-IB(WI)
                                                    IP-CDA-IB(MN)
                                                    IP-CDA-IB(WA)
                                                     G-CDA-ID(DC)
                                                      GIP-CDA-HB
                                                       I-CDA-HD
                                                     G-CDA-IB(IR)
- --------------------------------------------------------------------------------
                 Separate Account D                  GF-PVA-IC(NY)
                                                     GF-PVA-IC(CA)
                                                     GF-PVA-IC(NJ)
                                                       GFA-PVA-IC
                                                      F.6F-PVA-TR
- --------------------------------------------------------------------------------

Any state variation of the above-referenced contracts are considered included on
this Schedule A.

Date of Amendment:  May 1, 1995



<PAGE>


                               FOURTH AMENDMENT TO
                             PARTICIPATION AGREEMENT


         THIS FOURTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Fourth
Amendment") is made and entered into as of the 1st day of January, 1996, by and
among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut
corporation, on its own behalf and on behalf of each segregated asset account of
the Company (each an "Account") set forth on Schedule A of the Original
Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND II an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a Massachusetts corporation.


                                   WITNESSETH


         WHEREAS, the Company, the Fund and the Underwriter are parties to a
Participation Agreement, dated February 1, 1994, as supplemented by First
Amendment to Participation Agreement dated as of February 1, 1995, Amendment No.
2 to Participation Agreement dated as of December 15, 1994, and Third Amendment
to Participation Agreement dated as of May 1, 1995 (the "Original Agreement");
and

         WHEREAS, the Company, the Fund and the Underwriter now desire to modify
the Original Agreement to add additional Contracts funded by Variable Annuity
Account C.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants and promises expressed herein, the parties agree as follows:

1.   Schedule A of the Original Agreement is hereby deleted and replaced with
     Schedule A attached hereto, effective as of January 1, 1996;

2.   the Original Agreement, as supplemented by this Fourth Amendment, is
     ratified and confirmed; and

3.   this Fourth Amendment may be executed in two or more counterparts, which
     together shall constitute one instrument.



<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as
of the date first above written.


                               AETNA LIFE INSURANCE AND ANNUITY COMPANY


                                    By:    /s/ Christopher J. Burns
                                            ------------------------------------
                                    Name:  Christopher J. Burns
                                    Title: Senior Vice President

                               VARIABLE INSURANCE PRODUCTS FUND II

                                    By:    /s/ J. Gary Burkhead
                                            ------------------------------------
                                    Name:  J. Gary Burkhead
                                    Title: Senior Vice President

                               FIDELITY DISTRIBUTORS CORPORATION

                                    By:    /s/ Kurt A. Lange
                                            ------------------------------------
                                    Name:  Kurt A. Lange
                                    Title: President

 

                                        2

<PAGE>


                                   SCHEDULE A

- --------------------------------------------------------------------------------
                                         Policy Form Numbers of Contracts Issued
              Name of Separate Account           Through Separate Account
- --------------------------------------------------------------------------------
             Variable Annuity Account B           I-CDA-IC(IR/NY)
                                                  I-CDA-IC(NQ/NY)
                                                  I-CDA-IC(IR/MP)
                                                  I-CDA-IC(NQ/MP)
                                                    G-CDA-IB(IR)
                                                    G-CDA-IC(IR)
                                                    G-CDA-IC(NQ)
                                                    GMCC-IC(NQ)
                                                      G-CDA-HF
                                                      I-CDA-IA
                                                    I-CDA-HI(NQ)
                                                    G-CDA-ID(DC)
                                                  G-CDA-GP1(4/94)
                                                  I-CDA-GP1(4/94)
- --------------------------------------------------------------------------------
               Variable Life Account B              70180-93US
                                                    70182-93US
                                                    70181-94US
                                                      38899
                                                     38899-90
                                                     38899-93
                                                     70225-95
- --------------------------------------------------------------------------------
             Variable Annuity Account C           G-CDA-IB(XC/SM)
                                                  G-CDA-IA(RPM/XC)
                                                   G-CDA-IB(AORP)
                                                  G-CDA-IB(ATORP)
                                                   G-401-IB(X/M)
                                                      G-CDA-HF
                                                      GTCC-HF
                                                    G-CDA-IA(RP)
                                                   G-TDA-HH(XC/M)
                                                   G-TDA-HH(XC/S)
                                                    GLID-CDA-HO
                                                     IRA-CDA-IC
                                                   IP-CDA-IB(WI)
                                                   IP-CDA-IB(MN)
                                                   IP-CDA-IB(WA)
                                                    G-CDA-ID(DC)
                                                     GIP-CDA-HB
                                                      I-CDA-HD
                                                     IA-CDA-IA
                                                    G-CDA-IB(IR)
- --------------------------------------------------------------------------------
                 Separate Account D                GF-PVA-IC(NY)
                                                   GF-PVA-IC(CA)
                                                   GF-PVA-IC(NJ)
                                                     GFA-PVA-IC
                                                    F.6F-PVA-TR
- --------------------------------------------------------------------------------
Any state variation of the above-referenced contracts are considered included 
on this Schedule A. 

Date of Amendment:  January 1, 1996




<PAGE>


                               FIFTH AMENDMENT TO
                             PARTICIPATION AGREEMENT


         THIS FIFTH AMENDMENT TO THE FUND PARTICIPATION AGREEMENT (the "Fifth
Amendment") is made and entered into as of the 1st day of March, 1996, by and
among AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Company") a Connecticut
corporation, on its own behalf and on behalf of each segregated asset account of
the Company (each an "Account") set forth on Schedule A of the Original
Agreement (defined below), and the VARIABLE INSURANCE PRODUCTS FUND II an
unincorporated business trust organized under the laws of the Commonwealth of
Massachusetts (the "Fund") and FIDELITY DISTRIBUTORS CORPORATION (the
"Underwriter"), a Massachusetts corporation.


                                   WITNESSETH


         WHEREAS, the Company, the Fund and the Underwriter are parties to a
Participation Agreement, dated February 1, 1994, as supplemented by First
Amendment to Participation Agreement dated as of February 1, 1995, Amendment No.
2 to Participation Agreement dated as of December 15, 1994, Third Amendment to
Participation Agreement dated as of May 1, 1995 and Fourth Amendment to
Participation Agreement dated as of January 1, 1996 (the "Original Agreement");
and

         WHEREAS, the Company, the Fund and the Underwriter now desire to modify
the Original Agreement to add additional Contracts funded by Variable Annuity
Account C.

         NOW THEREFORE, in consideration of the premises and the mutual
covenants and promises expressed herein, the parties agree as follows:

1.   Schedule A of the Original Agreement is hereby deleted and replaced with
     Schedule A attached hereto, effective as of March 1, 1996;

2.   the Original Agreement, as supplemented by this Fifth Amendment, is
     ratified and confirmed; and

3.   this Fifth Amendment may be executed in two or more counterparts, which
     together shall constitute one instrument.



<PAGE>


         IN WITNESS WHEREOF, the parties have executed this Fifth Amendment as
of the date first above written.


                               AETNA LIFE INSURANCE AND ANNUITY COMPANY


                               By: /s/ Laura R. Estes
                                    ----------------------------
                                  Name:  Laura R. Estes
                                  Title: Senior Vice President


                               VARIABLE INSURANCE PRODUCTS FUND II

                               By: /s/ J. Gary Burkhead
                                  ------------------------------------
                                  Name: J. Gary Burkhead
                                  Title: Senior Vice President


                               FIDELITY DISTRIBUTORS CORPORATION

                               By: /s/ Kurt A. Lange
                                  ------------------------------------
                                  Name: Kurt A. Lange
                                  Title: President
                                    




                                       -2-

<PAGE>



                                   SCHEDULE A
- --------------------------------------------------------------------------------

                                         Policy Form Numbers of Contracts Issued
              Name of Separate Account           Through Separate Account
- --------------------------------------------------------------------------------
             Variable Annuity Account B           I-CDA-IC(IR/NY)
                                                  I-CDA-IC(NQ/NY)
                                                  I-CDA-IC(IR/MP)
                                                  I-CDA-IC(NQ/MP)
                                                    G-CDA-IB(IR)
                                                    G-CDA-IC(IR)
                                                    G-CDA-IC(NQ)
                                                    GMCC-IC(NQ)
                                                      G-CDA-HF
                                                      I-CDA-IA
                                                    I-CDA-HI(NQ)
                                                    G-CDA-ID(DC)
                                                  G-CDA-GP1(4/94)
                                                  I-CDA-GP1(4/94)
- --------------------------------------------------------------------------------
               Variable Life Account B              70180-93US
                                                    70182-93US
                                                    70181-94US
                                                      38899
                                                     38899-90
                                                     38899-93
                                                     70225-95
- --------------------------------------------------------------------------------
             Variable Annuity Account C           G-CDA-IB(XC/SM)
                                                  G-CDA-IA(RPM/XC)
                                                   G-CDA-IB(AORP)
                                                  G-CDA-IB(ATORP)
                                                   G-401-IB(X/M)
                                                      G-CDA-HF
                                                      GTCC-HF
                                                    G-CDA-IA(RP)
                                                   G-TDA-HH(XC/M)
                                                   G-TDA-HH(XC/S)
                                                    GLID-CDA-HO
                                                     IRA-CDA-IC
                                                   IP-CDA-IB(WI)
                                                   IP-CDA-IB(MN)
                                                   IP-CDA-IB(WA)
                                                    G-CDA-ID(DC)
                                                     GIP-CDA-HB
                                                      I-CDA-HD
                                                     IA-CDA-IA
                                                    G-CDA-IB(IR)
                                                      A001RP95
                                                      A007RC95
                                                      A020RV95
                                                      A027RV95
- --------------------------------------------------------------------------------
                 Separate Account D                GF-PVA-IC(NY)
                                                   GF-PVA-IC(CA)
                                                   GF-PVA-IC(NJ)
                                                     GFA-PVA-IC
                                                    F.6F-PVA-TR
- --------------------------------------------------------------------------------
Any state variation of the above-referenced contracts are considered included 
on this Schedule A. 

Date of Amendment:  March 1, 1996






                                Power of Attorney

I, Daniel P. Kearney, Director and President (principal executive officer) of
Aetna Life Insurance and Annuity Company, do hereby constitute and appoint Susan
E. Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them individually,
my true and lawful attorneys, with full power to them and each of them to sign
for me, and in my name and in the capacity indicated below, any and all
amendments to the Registration Statements listed below filed with the Securities
and Exchange Commission by Aetna Life Insurance and Annuity Company under the
Securities Act of 1933 and/or the Investment Company Act of 1940, including but
not limited to pre-effective amendments and post-effective amendments to such
filings:

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515

Registration Statements filed under the Investment Company Act of 1940:

<TABLE>
<S>                              <C>                            <C>                            <C> 
811-2512                         811-2513                       811-4536                       811-5906
</TABLE>

hereby ratifying and confirming on this 22nd day of January, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Daniel P. Kearney
- ----------------------------------------------------------------
Daniel P. Kearney
Director and President (principal executive officer)


<PAGE>


                                Power of Attorney

I, Deborah Koltenuk, Vice President and Treasurer, Corporate Controller of Aetna
Life Insurance and Annuity Company, do hereby constitute and appoint Susan E.
Bryant, Kirk P. Wickman, and Julie E. Rockmore and each of them individually, my
true and lawful attorneys, with full power to them and each of them to sign for
me, and in my name and in the capacity indicated below, any and all amendments
to the Registration Statements listed below filed with the Securities and
Exchange Commission by Aetna Life Insurance and Annuity Company under the
Securities Act of 1933 and/or the Investment Company Act of 1940, including but
not limited to pre-effective amendments and post-effective amendments to such
filings:

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515

Registration Statements filed under the Investment Company Act of 1940:
<TABLE>
<S>                              <C>                            <C>                            <C> 
811-2512                         811-2513                       811-4536                       811-5906
</TABLE>

hereby ratifying and confirming on this 20th day of January, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Deborah Koltenuk
- ----------------------------------------------------------------
Deborah Koltenuk
Vice President and Treasurer, Corporate Controller



<PAGE>


                                POWER OF ATTORNEY


I, Timothy A. Holt, Director and Chief Financial Officer, Aetna Life Insurance
and Annuity Company, do hereby constitute and appoint Susan E. Bryant, Kirk P.
Wickman, and Julie E. Rockmore and each of them individually, my true and lawful
attorneys, with full power to them and each of them to sign for me, and in my
name and in the capacity indicated below, any and all amendments to the
Registration Statements listed below filed with the Securities and Exchange
Commission by Aetna Life Insurance and Annuity Company under the Securities Act
of 1933 and/or the Investment Company Act of 1940, including but not limited to
pre-effective amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515

Registration Statements filed under the Investment Company Act of 1940:
<TABLE>
<S>                              <C>                            <C>                            <C> 
811-2512                         811-2513                       811-4536                       811-5906
</TABLE>

hereby ratifying and confirming on this 22nd day of January, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Timothy A. Holt
- ----------------------------------------------------------------
Timothy A. Holt
Director and Chief Financial Officer


<PAGE>


                                POWER OF ATTORNEY


I, Christopher J. Burns, Director, Aetna Life Insurance and Annuity Company, do
hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E.
Rockmore and each of them individually, my true and lawful attorneys, with full
power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration Statements
listed below filed with the Securities and Exchange Commission by Aetna Life
Insurance and Annuity Company under the Securities Act of 1933 and/or the
Investment Company Act of 1940, including but not limited to pre-effective
amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515

Registration Statements filed under the Investment Company Act of 1940:

<TABLE>
<S>                              <C>                            <C>                            <C> 
811-2512                         811-2513                       811-4536                       811-5906
</TABLE>

hereby ratifying and confirming on this 22nd day of January, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Christopher J. Burns
- ----------------------------------------------------------------
Christopher J. Burns
Director


<PAGE>


                                POWER OF ATTORNEY


I, Laura R. Estes, Director, Aetna Life Insurance and Annuity Company, do hereby
constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore
and each of them individually, my true and lawful attorneys, with full power to
them and each of them to sign for me, and in my name and in the capacity
indicated below, any and all amendments to the Registration Statements listed
below filed with the Securities and Exchange Commission by Aetna Life Insurance
and Annuity Company under the Securities Act of 1933 and/or the Investment
Company Act of 1940, including but not limited to pre-effective amendments and
post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515

Registration Statements filed under the Investment Company Act of 1940:

<TABLE>
<S>                              <C>                            <C>                            <C> 
811-2512                         811-2513                       811-4536                       811-5906
</TABLE>

hereby ratifying and confirming on this 22nd day of January, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Laura R. Estes
- ----------------------------------------------------------------
Laura R. Estes
Director


<PAGE>


                                POWER OF ATTORNEY


I, Gail P. Johnson, Director, Aetna Life Insurance and Annuity Company, do
hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E.
Rockmore and each of them individually, my true and lawful attorneys, with full
power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration Statements
listed below filed with the Securities and Exchange Commission by Aetna Life
Insurance and Annuity Company under the Securities Act of 1933 and/or the
Investment Company Act of 1940, including but not limited to pre-effective
amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515

Registration Statements filed under the Investment Company Act of 1940:
<TABLE>
<S>                              <C>                            <C>                            <C> 
811-2512                         811-2513                       811-4536                       811-5906
</TABLE>

hereby ratifying and confirming on this 17th day of January, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Gail P. Johnson
- ----------------------------------------------------------------
Gail P. Johnson
Director


<PAGE>


                                POWER OF ATTORNEY


I, John Y. Kim, Director, Aetna Life Insurance and Annuity Company, do hereby
constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore
and each of them individually, my true and lawful attorneys, with full power to
them and each of them to sign for me, and in my name and in the capacity
indicated below, any and all amendments to the Registration Statements listed
below filed with the Securities and Exchange Commission by Aetna Life Insurance
and Annuity Company under the Securities Act of 1933 and/or the Investment
Company Act of 1940, including but not limited to pre-effective amendments and
post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515

Registration Statements filed under the Investment Company Act of 1940:
<TABLE>
<S>                              <C>                            <C>                            <C> 
811-2512                         811-2513                       811-4536                       811-5906
</TABLE>

hereby ratifying and confirming on this 21st day of January, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ John Y. Kim
- ----------------------------------------------------------------
John Y. Kim
Director


<PAGE>


                                POWER OF ATTORNEY


I, Shaun P. Mathews, Director, Aetna Life Insurance and Annuity Company, do
hereby constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E.
Rockmore and each of them individually, my true and lawful attorneys, with full
power to them and each of them to sign for me, and in my name and in the
capacity indicated below, any and all amendments to the Registration Statements
listed below filed with the Securities and Exchange Commission by Aetna Life
Insurance and Annuity Company under the Securities Act of 1933 and/or the
Investment Company Act of 1940, including but not limited to pre-effective
amendments and post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515

Registration Statements filed under the Investment Company Act of 1940:

<TABLE>
<S>                              <C>                            <C>                            <C> 
811-2512                         811-2513                       811-4536                       811-5906
</TABLE>

hereby ratifying and confirming on this 22nd day of January, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Shaun P. Mathews
- ----------------------------------------------------------------
Shaun P. Mathews
Director


<PAGE>


                                POWER OF ATTORNEY


I, Glen Salow, Director, Aetna Life Insurance and Annuity Company, do hereby
constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore
and each of them individually, my true and lawful attorneys, with full power to
them and each of them to sign for me, and in my name and in the capacity
indicated below, any and all amendments to the Registration Statements listed
below filed with the Securities and Exchange Commission by Aetna Life Insurance
and Annuity Company under the Securities Act of 1933 and/or the Investment
Company Act of 1940, including but not limited to pre-effective amendments and
post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515

Registration Statements filed under the Investment Company Act of 1940:
<TABLE>
<S>                              <C>                            <C>                            <C> 
811-2512                         811-2513                       811-4536                       811-5906
</TABLE>

hereby ratifying and confirming on this 17th day of January, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Glen Salow
- ----------------------------------------------------------------
Glen Salow
Director


<PAGE>


                                POWER OF ATTORNEY


I, Creed R. Terry, Director, Aetna Life Insurance and Annuity Company, do hereby
constitute and appoint Susan E. Bryant, Kirk P. Wickman, and Julie E. Rockmore
and each of them individually, my true and lawful attorneys, with full power to
them and each of them to sign for me, and in my name and in the capacity
indicated below, any and all amendments to the Registration Statements listed
below filed with the Securities and Exchange Commission by Aetna Life Insurance
and Annuity Company under the Securities Act of 1933 and/or the Investment
Company Act of 1940, including but not limited to pre-effective amendments and
post-effective amendments to such filings:

Registration Statements filed under the Securities Act of 1933:

2-52448                         33-75960                        33-75998
2-52449                         33-75962                        33-75996
33-02339                        33-75964                        33-76000
33-34370                        33-75966                        33-76002
33-34583                        33-75968                        33-76004
33-42555                        33-75970                        33-76018
33-60477                        33-75972                        33-76024
33-61897                        33-75974                        33-76026
33-62473                        33-75976                        33-79118
33-63657                        33-75978                        33-79122
333-01107                       33-75980                        33-81216
33-63611                        33-75982                        33-87642
33-64277                        33-75984                        33-87932
33-64331                        33-75986                        33-88720
33-75248                        33-75988                        33-88722
33-75954                        33-75990                        33-88724
33-75956                        33-75992                        33-89858
33-75958                        33-75994                        33-91846
333-15187                       333-09515

Registration Statements filed under the Investment Company Act of 1940:

<TABLE>
<S>                              <C>                            <C>                            <C> 
811-2512                         811-2513                       811-4536                       811-5906
</TABLE>

hereby ratifying and confirming on this 22nd day of January, 1997 my signature
as it may be signed by my said attorneys to any such registration statements,
applications and any and all amendments thereto:


/s/ Creed R. Terry
- ----------------------------------------------------------------
Creed R. Terry
Director





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