VARIABLE ANNUITY ACCT C OF AETNA LIFE INSURANCE & ANNUITY CO
485APOS, 1997-02-20
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As filed with the Securities and Exchange             Registration No. 33-75982*
Commission on February 20, 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 Registration Statement Nos.: 33-75968, 33-75966,
33-75990 and the individual deferred compensation contracts covered by
Registration Statement No. 33-75992.


<PAGE>



                           VARIABLE ANNUITY ACCOUNT C
                              CROSS REFERENCE SHEET


<TABLE>
<CAPTION>
FORM N-4
ITEM NO.                    PART A (PROSPECTUS)                                  LOCATION
<S>            <C>                                             <C>
    1          Cover Page....................................  Cover Page

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

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

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

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

    6          Deductions and Expenses.......................  Charges and Deductions; Distribution

    7          General Description of Variable Annuity
               Contracts.....................................  Purchase; Miscellaneous

    8          Annuity Period................................  Annuity Period

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

   10          Purchases and Contract Value..................  Purchase; Contract Valuation

   11          Redemptions...................................  Right to Cancel; Withdrawals

   12          Taxes.........................................  Tax Status

   13          Legal Proceedings.............................  Miscellaneous - Legal Matters and Proceedings

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


<PAGE>





<TABLE>
<CAPTION>
FORM N-4                PART B (STATEMENT OF ADDITIONAL
ITEM NO.                           INFORMATION                         LOCATION
<S>            <C>                                             <C>
   15          Cover Page...................................   Cover page

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

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

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

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

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

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

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

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


                           PART C (OTHER INFORMATION)
                           --------------------------

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


<PAGE>

                                   PROSPECTUS
===============================================================================
   
The Contracts offered in connection with this Prospectus are group deferred 
variable annuity contracts ("Contracts") issued by Aetna Life Insurance and 
Annuity Company (the "Company"). The Contracts are available through 
participation in deferred compensation plans ("Plans") adopted by state and 
local governments for their employees or independent contractors, or both, 
under Section 457 of the Internal Revenue Code of 1986, as amended, and under 
qualified defined contribution plans under Section 401(a) of the Code. Only 
group contracts are currently offered for sale; however, "Contracts" shall 
also refer to employer-owned individual Contracts issued in connection with 
Plans in the past. 
    

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 form or on the prospectus receipt contained in this Prospectus, or 
by calling the number listed under the "Inquiries" section of the Prospectus 
Summary. 
    

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF 
THE FUNDS AND GUARANTEED ACCUMULATION ACCOUNT. ALL PROSPECTUSES SHOULD BE 
READ AND RETAINED FOR FUTURE REFERENCE. 

THE SECURITIES OFFERED BY THIS PROSPECTUS 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 
===============================================================================
   
<TABLE>
<CAPTION>
<S>                                                                 <C>
DEFINITIONS........................................................ DEFINITIONS - 1
PROSPECTUS SUMMARY ................................................     SUMMARY - 1
FEE TABLE .........................................................   FEE TABLE - 1
CONDENSED FINANCIAL INFORMATION ................................... AUV HISTORY - 1
THE COMPANY ....................................................................  1
VARIABLE ANNUITY ACCOUNT C .....................................................  1
INVESTMENT OPTIONS .............................................................  1
  The Funds ....................................................................  1
  Credited Interest Options ....................................................  4
PURCHASE .......................................................................  4
  Contract Availability ........................................................  4
  Contract Purchase ............................................................  5
  Purchase Payments ............................................................  5
  Right to Cancel ..............................................................  5
  Transfer Credits .............................................................  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
TRANSFERS ......................................................................  9
  Dollar Cost Averaging Program  ...............................................  9
WITHDRAWALS ....................................................................  9
ADDITIONAL WITHDRAWAL OPTIONS .................................................. 10
DEATH BENEFIT DURING ACCUMULATION PERIOD ....................................... 10
ANNUITY PERIOD ................................................................. 11
  Annuity Period Elections ..................................................... 11
  Annuity Options .............................................................. 11
  Annuity Payments ............................................................. 12
  Charges Deducted During the Annuity Period ................................... 12
  Death Benefit Payable During the Annuity Period .............................. 12
TAX STATUS ..................................................................... 13
  Introduction ................................................................. 13
  Taxation of the Company ...................................................... 13
  Contracts Used with Certain Retirement Plans ................................. 13
  Section 457 Plans ............................................................ 14
  Section 401(a) Plans ......................................................... 14
MISCELLANEOUS .................................................................. 15
  Voting Rights ................................................................ 15
  Modification of the Contract ................................................. 15
    
<PAGE> 
   
  Distribution ................................................................. 15
  Performance Reporting ........................................................ 16
  Transfer of Ownership; Assignment ............................................ 16
  Delay or Suspension of Payments .............................................. 16
  Legal Matters and Proceedings ................................................ 16
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION ............................ 17
APPENDIX I--GUARANTEED ACCUMULATION ACCOUNT .................................... 18
APPENDIX II--FIXED ACCOUNT ..................................................... 19
APPENDIX III--FIXED PLUS ACCOUNT ............................................... 20
</TABLE>
    
NO PERSON IS AUTHORIZED BY THE COMPANY TO GIVE INFORMATION OR TO MAKE ANY 
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION 
WITH THE OFFERS CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS DOES NOT 
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT 
LAWFULLY BE MADE. 

<PAGE> 

                                   DEFINITIONS
================================================================================
As used in this Prospectus, the following terms have the meanings shown: 

Account: A record established for each Participant, as directed by the 
Contract Holder, to identify contract values during the Accumulation Period. 

Account Value: The total dollar value of amounts held in an Account as of any 
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, for a definite period or a 
combination of the two. 

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. 

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

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

Contracts: The group and individual deferred, variable annuity contracts 
described in this Prospectus. 

Contract Beneficiary: The Contract Holder is the Contract Beneficiary. 
   
Contract Holder: The entity which owns the Contract and to which the Contract 
is issued. 
    
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. 

Fund(s): An open-end management investment company whose shares are purchased 
by the Separate Account to fund the benefits provided by the Contracts. 

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. The terms of the Plan govern participant benefits. 
    
Plan Beneficiary: The person entitled to receive benefits under the Plan in 
the event of the Participant's death. 

Plans: Section 457 Plans or Section 401 Plans. 

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

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. 
   
Section 457 Plan: Deferred compensation plans adopted by state 
and local governments for their employees or independent contractors (or 
both) under Section 457 of the Code. 
    

- --------------------------------------------------------------------------------
                                DEFINITIONS - 1
<PAGE> 

Section 401 Plan: Defined contribution plans adopted by state and local 
governments under Section 401 of the Code. 

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 
Annity 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 
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 
in connection with deferred compensation plans of state and local governments 
for their employees or independent contractors, or both, under Section 457 of 
the Code, and for qualified defined contribution plans under Section 401(a) 
of the Code (collectively referred to as "Plans"). 
    

CONTRACT PURCHASE 
   The Contract may be purchased by eligible organizations on behalf of a 
group made up of their employees. An Account is established for eligible 
employees by completing the enrollment form (and any other required forms) 
and submitting them to the Company. Purchase Payments can be applied to the 
Contract either through a lump-sum transfer from a pre- existing plan, 
through periodic salary reductions or through periodic employer 
contributions. (See "Purchase.") 

FREE LOOK PERIOD 
   
   Contract Holders have the right to cancel their Contract within 10 days 
after receiving it (or as otherwise allowed by state law) by returning it to 
us along with a written notice of cancellation. Unless state law requires 
otherwise, the amount received upon cancellation under this provision will 
reflect the investment performance of the Purchase Payments deposited in the 
Separate Account while invested. In certain cases, this may be less than the 
amount of the Purchase Payments. (See "Purchase Right to Cancel.") 
    

INVESTMENT OPTIONS 
   
   The Company has established Variable Annuity Account C, a registered unit 
investment trust, for the purpose of funding the variable portion of the 
Contracts. The Separate Account is divided into subaccounts which invest 
directly in shares of the Funds described herein. The Contract allows 
investment in any or all of the Subaccounts, as well as in the Credited 
Interest Options described below. 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 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 
charge and an administrative charge), 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 made from the 
Credited Interest Options.) (See "Transfers.") 

WITHDRAWALS 
   The Contract Holder may withdraw all or a part of the Account Value 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 withdrawals may also be 
subject to income tax. (See "Withdrawals.") 

- --------------------------------------------------------------------------------
                                  SUMMARY - 1
<PAGE> 

   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.") 

DEATH BENEFIT 
   The Contract provides that a death benefit is payable to the Contract 
Beneficiary upon the death of the Participant before the Annuity Date. The 
Contract Holder may direct that we make such payment to the Plan Beneficiary. 
The amount of the death benefit will be equal to the Account Value. Until the 
election of a method of payment, the Account Value will remain invested under 
the Contract. The Contract Holder, on behalf of a Plan 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 Contract Beneficiary depending upon the terms of the Contract and the 
Annuity Option selected. (See "Annuity Period Death Benefit Payable During 
the Annuity Period.") 

THE ANNUITY PERIOD 
   On the Annuity Date, the Contract Holder, on your behalf, may elect to 
begin receiving Annuity Payments on either a fixed, variable or combination 
of 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 
   For Section 457 Plans, contributions and earnings are not generally taxed 
until paid or made available under the employer's Plan. Withholding for 
income tax may be imposed on certain withdrawals. For Section 401 Plans, 
contributions and earnings are generally taxed when they are distributed, and 
a 10% federal penalty tax 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 
   
   For AetnaPlus Contracts 

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

   For Multiple Option Contracts
   (which applies to Contracts issued 
   to the following Plans) 
     San Bernadino County 
     Macomb County 
     City of San Jose 

   (bullet) Call Customer Service       1-800-677-4636 (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 when the Contract is purchased. Some 
expenses may vary as explained under "Charges and Deductions." The charges 
and expenses shown below do not include premium taxes that may be applicable. 
For more information regarding expenses paid out of assets of a particular 
Fund, see the Fund's prospectus. 
    
DIRECT CHARGES. These charges are deducted daily 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 
        Periods Completed            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 Completed         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
Installment Purchase Payment Account during the Accumulation Period. The
amount of the maintenance fee may be reduced or eliminated. See "Charges
and Deductions Maintenance Fee." The amount shown is the maximum
maintenance fee that can be deducted under the Contract.
   
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% 
                                      ======= 
    

- --------------------------------------------------------------------------------
                                 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, the following figures are a 
percentage of average net assets and, except where otherwise indicated, are 
based on figures for the year ended December 31, 1995. A Fund's "Other 
Expenses" include operating costs of the Fund. These expenses are reflected 
in the Fund's net asset value and are not deducted from the Account Value 
under the Contract. 
   
<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(2)                          0.75% 
Alger American Small Cap Portfolio                          0.85% 
American Century VP Capital Appreciation(3)                 1.00%             0.00%            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 this 
    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, 
    after July 1, 1996, which could cause the fee to be as high as     % or 
    as low as     %, 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 commission 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. 

    
- --------------------------------------------------------------------------------
                                 FEE TABLE - 2
<PAGE> 
   
(7) The information for each Portfolio is net of fee waivers or reductions 
    from Janus Capital. Fee reductions for the Aggressive Growth, Balanced, 
    Growth, and Worldwide Growth Portfolios reduce the management fee to the 
    level of the corresponding Janus retail fund. Other waivers, if 
    applicable, are first applied against management fee and then against 
    other expenses. Without such waivers, the Investment Advisory Fees, Other 
    Expenses and Total Fund Annual Expenses for the Portfolios for the fiscal 
    year ended December 31, 1995 would have been:     %,     % and     %, 
    respectively, for Janus Aspen Aggressive Growth Portfolio;     %,     % 
    and     %, respectively, for Janus Aspen Balanced Portfolio;     %,     % 
    and     %, respectively, for Janus Aspen Growth Portfolio;     %,     % 
    and     %, respectively, for Janus Aspen Short-Term Bond Portfolio; and 
      %,     % and     %, respectively, for Janus Aspen Worldwide Growth 
    Portfolio. 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 & 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.) 
    
- -------------------------------------------------------------------------------
                                 FEE TABLE - 3
<PAGE> 

HYPOTHETICAL ILLUSTRATION (EXAMPLE) 

THIS EXAMPLE IS PURELY HYPOTHETICAL. IT SHOULD NOT BE CONSIDERED A 
REPRESENTATION OF PAST OR FUTURE EXPENSES OR EXPECTED RETURN. ACTUAL EXPENSES 
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW. 
   
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 
                                                           --------------------------------------------- 
                                                                If you withdraw your entire Account 
                                                               Value at the end of the periods shown, 
                                                               you would pay the following expenses, 
                                                                 including any applicable deferred 
                                                                           sales charge: 
                                                           1 year      3 years      5 years     10 years 
                                                           ------      -------      -------     -------- 
<S>                                                         <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>

<TABLE>
<CAPTION>
                                                                               EXAMPLE B 
                                                           --------------------------------------------- 
                                                                If you do not withdraw your Account 
                                                              Value, or if you annuitize at the end of 
                                                                the periods shown, you would pay the 
                                                               following expenses (no deferred sales 
                                                                       charge is reflected):* 
                                                           1 year      3 years      5 years     10 years 
                                                           ------      -------      -------     -------- 
<S>                                                      <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 within three years after
annuity payments start since the lump-sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any
deferred sales charge that would then apply. (Refer to Example A.)

- --------------------------------------------------------------------------------
                                 FEE TABLE - 4
<PAGE> 

   
HYPOTHETICAL ILLUSTRATION (EXAMPLE) 

THIS EXAMPLE IS PURELY HYPOTHETICAL. IT SHOULD NOT BE CONSIDERED A 
REPRESENTATION OF PAST OR FUTURE EXPENSES OR EXPECTED RETURN. ACTUAL EXPENSES 
AND/OR RETURN MAY BE MORE OR LESS THAN THOSE SHOWN BELOW. 

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 of 0.25% annually 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 
                                                          --------------------------------------------- 
                                                               If you withdraw your entire Account 
                                                              Value at the end of the periods shown, 
                                                              you would pay the following expenses, 
                                                                including any applicable deferred 
                                                                          sales charge: 
                                                          1 year      3 years     5 years      10 years 
                                                          ------      -------     -------      -------- 
<S>                                                        <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>

<TABLE>
<CAPTION>
                                                                            EXAMPLE B 
                                                          ---------------------------------------------- 
                                                               If you do not withdraw your Account 
                                                             Value, or if you annuitize at the end of 
                                                               the periods shown, you would pay the 
                                                              following expenses (no deferred sales 
                                                                      charge is reflected):* 
                                                          1 year      3 years     5 years      10 years 
                                                          ------      -------     -------      -------- 
<S>                                                        <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 within three years after
annuity payments start since the lump-sum payment will be treated as a
withdrawal during the Accumulation Period and will be subject to any
deferred sales charge that would then apply. (Refer to Example A.)
    

- --------------------------------------------------------------------------------
                                 FEE TABLE - 5
<PAGE> 

   
                         CONDENSED FINANCIAL INFORMATION
                              AETNA PLUS CONTRACTS
    (Selected data for accumulation units outstanding throughout each period)
  Applies to all Contracts except those issued to San Bernadino County, Macomb
     County, and City of San Jose. For information on those Contracts, see
          "Condensed Financial Information--Multiple Option Contracts"

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 SAI. 

<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    
AETNA ASCENT VARIABLE PORTFOLIO                                                                                   
Value at beginning of period                         $10.000(7)                                                   
Value at end of period                               $10.673                                          
Increase (decrease) in value of 
  accumulation unit(1)                                  6.73% 
Number of accumulation units 
  outstanding at end of period                       393,053 
AETNA CROSSROADS VARIABLE PORTFOLIO 
Value at beginning of period                         $10.000(7) 
Value at end of period                               $10.612 
Increase (decrease) in value of 
  accumulation unit(1)                                  6.12% 
Number of accumulation units 
  outstanding at end of period                       294,673 
AETNA LEGACY VARIABLE PORTFOLIO 
Value at beginning of period                         $10.000(7) 
Value at end of period                               $10.580 
Increase (decrease) in value of 
  accumulation unit(1)                                  5.80% 
Number of accumulation units 
  outstanding at end of period                       143,637 
AETNA VARIABLE INDEX PLUS PORTFOLIO 
Value at beginning of period                         $   (11) 
Value at end of period 
Increase (decrease) in value of 
  accumulation unit(1) 
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        2,25 
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 
</TABLE>
    
- --------------------------------------------------------------------------------
                                AUV HISTORY - 2
<PAGE> 

   
                   CONDENSED FINANCIAL INFORMATION (continued)

<TABLE>
<CAPTION>
                                            1996      1995          1994         1993        1992 
                                           -----    ----------  ------------   --------   ----------- 
<S>                                        <C>     <C>           <C>           <C>          <C>
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 
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 
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 
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 
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 
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 
</TABLE>
    
- --------------------------------------------------------------------------------
                                AUV HISTORY - 3
<PAGE> 

   
                   CONDENSED FINANCIAL INFORMATION (continued)

<TABLE>
<CAPTION>
                                                   1996      1995         1994         1993          1992 
                                                  -----   ----------   ----------   ----------   -----------
<S>                                               <C>     <C>          <C>          <C>            <C>
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>

   (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) 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) 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) 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) The initial Accumulation Unit value was established at $10.000 during 
       October 1994, when the funds were first received in this option. 

  (11) The initial Accumulation Unit value was established at $__________ on 
       _____________, the date on which the Portfolio became available under 
       the Contract. 

    * Formerly TCI Growth 
   ** Formerly Calvert Socially Responsible Series. 
    
- --------------------------------------------------------------------------------
                                AUV HISTORY - 4
<PAGE> 

   
                       CONDENSED FINANCIAL INFORMATION 
                          MULTIPLE OPTION CONTRACTS 
    (Selected data for accumulation units outstanding throughout each period)
  Applies to Contracts issued to San Bernadino County, Macomb County, and City
                   of San Jose. For all other contracts, see
            "Condensed Financial Information--Aetna Plus Contracts."

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 SAI. 

<TABLE>
<CAPTION>
                                     1996      1995         1994        1993             1992    
                                   ------    ----------   ---------   ----------     ----------- 
<S>                                <C>       <C>         <C>          <C>             <C>      
AETNA VARIABLE FUND                                                                  
Value at beginning of period       $          $105.558     $107.925     $102.383         $97.165 
Value at end of period                        $137.869     $105.558     $107.925        $102.383 
Increase (decrease) in value of                                                                  
  accumulation unit(1)                           30.61%       (2.19)%       5.41%           5.37%
Number of accumulation units                                                                     
  outstanding at end of period               6,364,000   13,966,072   21,148,863      24,201,565 
AETNA INCOME SHARES                                                                              
Value at beginning of period                   $40.173      $42.283      $39.038         $36.789 
Value at end of period                         $46.913      $40.173      $42.283         $39.038 
Increase (decrease) in value of                                                                  
  accumulation unit(1)                           16.78%       (4.99)%       8.31%           6.11%
Number of accumulation units                                                                     
  outstanding at end of period               2,377,622    5,108,720    8,210,666       8,507,292 
AETNA VARIABLE ENCORE FUND                                                                       
Value at beginning of period                   $36.271      $35.282      $34.619         $33.812 
Value at end of period                         $37.988      $36.271      $35.282         $34.619 
Increase (decrease) in value of                                                                  
  accumulation unit(1)                            4.73%        2.80%        1.92%           2.39%
Number of accumulation units                                                                     
  outstanding at end of period               1,836,260    3,679,802    5,086,515       7,534,662 
AETNA INVESTMENT ADVISERS FUND, INC.                                                             
Value at beginning of period                   $14.270      $14.519      $13.379         $12.736 
Value at end of period                         $17.954      $14.270      $14.519         $13.379 
Increase (decrease) in value of                                                                  
  accumulation unit(1)                           25.82%       (1.71)%       8.52%           5.05%
Number of accumulation units                                                                     
  outstanding at end of period               9,193,181   21,990,186   30,784,750      34,820,433 
AETNA ASCENT VARIABLE PORTFOLIO                                                      
Value at beginning of period                   $10.000(10) 
Value at end of period                         $10.673 
Increase (decrease) in value of 
  accumulation unit(1)                            6.73% 
Number of accumulation units 
  outstanding at end of period                       8 
AETNA CROSSROADS VARIABLE PORTFOLIO 
Value at beginning of period                   $10.000(10) 
Value at end of period                         $10.612 
Increase (decrease) in value of 
  accumulation unit(1)                            6.12% 
Number of accumulation units 
  outstanding at end of period                       0 
AETNA LEGACY VARIABLE PORTFOLIO 
Value at beginning of period                   $10.000(10) 
Value at end of period                         $10.580 
Increase (decrease) in value of 
  accumulation unit(1)                            5.80% 
Number of accumulation units 
  outstanding at end of period                       0 
AETNA VARIABLE INDEX PLUS PORTFOLIO 
Value at beginning of period                   $   (11) 
Value at end of period 
Incease (decrease) in value of 
  accumulation unit(1) 
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(2) 
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 
Incease (decrease) in value of 
  accumulation unit(1) 
Number of accumulation units 
  outstanding at end of period 
</TABLE>
    
- --------------------------------------------------------------------------------
                                AUV HISTORY - 5
<PAGE>
   
                   CONDENSED FINANCIAL INFORMATION (continued)

<TABLE>
<CAPTION>
                                   1996       1995          1994          1993 
                                  -----    ------------   ----------   ------------ 
<S>                               <C>      <C>            <C>           <C>
ALGER AMERICAN GROWTH PORTFOLIO 
Value at beginning of period                  $10.000(10) 
Value at end of period                        $11.715 
Increase (decrease) in value of 
  accumulation unit(1)                          17.15% 
Number of accumulation units 
  outstanding at end of period                530,263 
ALGER AMERICAN SMALL CAP 
  PORTFOLIO 
Value at beginning of period                   $9.513        $10.072       $10.000(3) 
Value at end of period                        $13.558         $9.513       $10.072 
Increase (decrease) in value of 
  accumulation unit(1)                          42.52%         (5.55)%        0.72% 
Number of accumulation units 
  outstanding at end of period              1,714,187        665,518        51,327 
AMERICAN CENTURY VP CAPITAL 
  APPRECIATION* 
Value at beginning of period                  $11.172        $11.443       $10.495 
Value at end of period                        $14.464        $11.172       $11.443 
Increase (decrease) in value of 
  accumulation unit(1)                          29.47%         (2.37)%        9.03% 
Number of accumulation units 
  outstanding at end of period              1,784,552      1,608,362     1,016,894 
CALVERT RESPONSIBLY INVESTED 
  BALANCED PORTFOLIO** 
Value at beginning of period                  $13.990        $14.640       $13.726 
Value at end of period                        $17.951        $13.990       $14.640 
Increase (decrease) in value of 
  accumulation unit(1)                          28.31%         (4.44)%        6.66% 
Number of accumulation units 
  outstanding at end of period                856,361        743,464       705,415 
FIDELITY VIP II CONTRAFUND PORTFOLIO 
Value at beginning of period                  $10.000(11) 
Value at end of period                        $11.763 
Increase (decrease) in value of 
  accumulation unit(1)                          17.63% 
Number of accumulation units 
  outstanding at end of period                525,476 
FIDELITY VIP EQUITY-INCOME PORTFOLIO 
Value at beginning of period                  $10.000(11) 
Value at end of period                        $11.617 
Increase (decrease) in value of 
  accumulation unit(1)                          16.17% 
Number of accumulation units 
  outstanding at end of period                628,582 
FIDELITY VIP GROWTH PORTFOLIO 
Value at beginning of period                  $10.000(10) 
Value at end of period                        $10.198 
Increase (decrease) in value of 
  accumulation unit(1)                           1.98% 
Number of accumulation units 
  outstanding at end of period                    762 
FIDELITY VIP OVERSEAS PORTFOLIO 
Value at beginning of period                  $10.000(10) 
Value at end of period                        $10.197 
Increase (decrease) in value of 
  accumulation unit(1)                           1.97% 
Number of accumulation units 
  outstanding at end of period                  1,302 
</TABLE>

<TABLE>
<CAPTION>
                                      1992         1991      1990         1989     
                                   -----------   --------   --------   ----------- 
<S>                                 <C>          <C>       <C>         <C>    
ALGER AMERICAN GROWTH 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 
ALGER AMERICAN SMALL CAP 
  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 
AMERICAN CENTURY VP CAPITAL 
  APPRECIATION* 
Value at beginning of period         $10.000(9) 
Value at end of period               $10.495 
Increase (decrease) in value of 
  accumulation unit(1)                  4.95% 
Number of accumulation units 
  outstanding at end of period       232,832 
CALVERT RESPONSIBLY INVESTED 
  BALANCED PORTFOLIO** 
Value at beginning of period         $12.913      $11.233   $10.568      $10.000(4) 
Value at end of period               $13.726      $12.913   $11.233      $10.568 
Increase (decrease) in value of 
  accumulation unit(1)                  6.30%       14.96%     6.29%        5.68% 
Number of accumulation units 
  outstanding at end of period       503,006      355,851   148,576       20,710 
FIDELITY VIP II CONTRAFUND 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 
FIDELITY VIP EQUITY-INCOME 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 
FIDELITY VIP GROWTH 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 
FIDELITY VIP OVERSEAS 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 - 6
<PAGE>

   
                   CONDENSED FINANCIAL INFORMATION (continued)

<TABLE>
<CAPTION>
                                            1996       1995          1994          1993 
                                           -----    ------------   -----------   ----------- 
<S>                                        <C>      <C>           <C>           <C>
FRANKLIN GOVERNMENT SECURITIES 
  TRUST 
Value at beginning of period                           $14.190       $14.929       $14.050 
Value at end of period                                 $16.495       $14.190       $14.929 
Increase (decrease) in value of 
  accumulation unit(1)                                   16.24%        (4.95)%        6.26% 
Number of accumulation units 
  outstanding at end of period                         809,414       804,457       960,629 
JANUS ASPEN AGGRESSIVE GROWTH PORTFOLIO 
Value at beginning of period                           $12.169       $10.000(6) 
Value at end of period                                 $15.323       $12.169 
Increase (decrease) in value of 
  accumulation unit(1)                                   25.91%        21.69% 
Number of accumulation units 
  outstanding at end of period                       1,280,953       393,553 
JANUS ASPEN BALANCED PORTFOLIO 
Value at beginning of period                           $10.000(10) 
Value at end of period                                 $10.853 
Increase (decrease) in value of 
  accumulation unit(1)                                    8.53% 
Number of accumulation units 
  outstanding at end of period                             161 
JANUS ASPEN FLEXIBLE INCOME PORTFOLIO 
Value at beginning of period                            $9.911       $10.000(7) 
Value at end of period                                 $12.124        $9.911 
Increase (decrease) in value of 
  accumulation unit(1)                                   22.33%        (0.89)% 
Number of accumulation units 
  outstanding at end of period                           3,345         1,555 
JANUS ASPEN GROWTH PORTFOLIO 
Value at beginning of period                           $10.000(10) 
Value at end of period                                 $11.859 
Increase (decrease) in value of 
  accumulation unit(1)                                   18.59% 
Number of accumulation units 
  outstanding at end of period                         109,717 
JANUS ASPEN SHORT-TERM BOND PORTFOLIO 
Value at beginning of period                           $10.000(10) 
Value at end of period                                 $10.393 
Increase (decrease) in value of 
  accumulation unit(1)                                    3.93% 
Number of accumulation units 
  outstanding at end of period                          18.473 
JANUS ASPEN WORLDWIDE GROWTH PORTFOLIO 
Value at beginning of period                           $10.000(10) 
Value at end of period                                 $12.158 
Increase (decrease) in value of 
  accumulation unit(1)                                   21.58% 
Number of accumulation units 
  outstanding at end of period                         314,653 
LEXINGTON NATURAL RESOURCES TRUST 
Value at beginning of period                            $9.412       $10.071        $9.193 
Value at end of period                                 $10.862        $9.412       $10.071 
Increase (decrease) in value of 
  accumulation unit(1)                                   15.41%        (6.54)%        9.55% 
Number of accumulation units 
  outstanding at end of period                         530,562       533,016       341,771 
NEUBERGER & BERMAN GROWTH PORTFOLIO 
Value at beginning of period                           $13.398       $14.278       $13.536 
Value at end of period                                 $17.430       $13.398       $14.278 
Increase (decrease) in value of 
  accumulation unit(1)                                   30.09%        (6.16)%        5.48% 
Number of accumulation units 
  outstanding at end of period                       2,359,090     2,107,525     1,927,674 
</TABLE>

<TABLE>
<CAPTION>
                                              1992        1991       1990         1989     
                                            ----------   --------   ---------  -----------
<S>                                        <C>           <C>        <C>         <C>
FRANKLIN GOVERNMENT SECURITIES 
  TRUST 
Value at beginning of period                 $13.219     $11.545    $10.581      $10.000(5) 
Value at end of period                       $14.050     $13.219    $11.545      $10.581 
Increase (decrease) in value of 
  accumulation unit(1)                          6.29%      14.50%      9.11%        5.81% 
Number of accumulation units 
  outstanding at end of period               810,155     627,552    178,761       25,258 
JANUS ASPEN AGGRESSIVE GROWTH 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 
JANUS ASPEN BALANCED 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 
JANUS ASPEN FLEXIBLE INCOME 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 
JANUS ASPEN GROWTH 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 
JANUS ASPEN SHORT-TERM BOND 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 
JANUS ASPEN WORLDWIDE GROWTH 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 
LEXINGTON NATURAL RESOURCES TRUST 
Value at beginning of period                   $9.018     $9.608    $11.441      $10.000(4) 
Value at end of period                         $9.193     $9.018    $ 9.608      $11.441 
Increase (decrease) in value of 
  accumulation unit(1)                           1.94%     (6.14)%   (16.02)%      14.41% 
Number of accumulation units 
  outstanding at end of period                198,338    144,139     75,052       11,481 
NEUBERGER & BERMAN GROWTH PORTFOLIO 
Value at beginning of period                  $12.511     $9.769    $10.772      $10.000(4) 
Value at end of period                        $13.536    $12.511     $9.769      $10.772 
Increase (decrease) in value of 
  accumulation unit(1)                           8.19%     28.07%     (9.31)%       7.72% 
Number of accumulation units 
  outstanding at end of period              1,346,898    971,985    482,220       68,885 
</TABLE>
    
- --------------------------------------------------------------------------------
                                 AUV HISTORY - 7
<PAGE> 

   
                   CONDENSED FINANCIAL INFORMATION (continued)

<TABLE>
<CAPTION>
                                                      1996       1995         1994         1993           1992      
                                                      -----   ----------   ----------   -----------    ----------  
<S>                                                   <C>      <C>          <C>          <C>           <C>          
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES***                                                                   
Value at beginning of period                                     $13.227      $13.508       $9.922        $10.239** 
Value at end of period                                           $14.515      $13.227      $13.508         $9.922   
Increase (decrease) in value of                                                                                     
  accumulation unit                                                 9.74%       (2.08)%      36.14%         (3.10)% 
Number of accumulation units                                                                                        
  outstanding at end of period                                 3,823,292    4,240,412    2,371,037      1,161,007   
</TABLE>

<TABLE>
<CAPTION>
                                                      1991       1990         1989    
                                                     --------  ---------   -----------
<S>                                                  <C>        <C>          <C>   
SCUDDER INTERNATIONAL PORTFOLIO CLASS A SHARES*** 
Value at beginning of period                          $9.256    $10.306      $10.000(8) 
Value at end of period                               $10.239     $9.256      $10.306 
Increase (decrease) in value of 
  accumulation unit                                    10.62%    (10.19)%       3.06% 
Number of accumulation units 
  outstanding at end of period                       779,667    317,829       32,906 
</TABLE>

    (1) The above figures are calculated by subtracting the beginning 
        Accumulation Unit value from the ending Accumulation Unit value 
        during a calendar year, and dividing the result by the beginning 
        Accumulation Unit value. 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 initial Accumulation Unit value was established at $10.000 on June 
        23, 1989, the date on which the Fund commenced operations. 

    (3) The initial Accumulation Unit value was established at $10.000 on 
        September 17, 1993, the date on which the Portfolio became available 
        under the Contract. 

    (4) The initial Accumulation Unit value was established at $10.000 on May 
        31, 1989, the date on which the Fund/Portfolio became available under 
        the Contract. 

    (5) The initial Accumulation Unit value was established at $10.000 on 
        June 7, 1989, the date on which the Fund became available under the 
        Contract. 

    (6) The initial Accumulation Unit value was established at $10.000 during 
        June 1994, when funds were first received in this option. 

    (7) The initial Accumulation Unit value was established at $10.000 during 
        November 1994, when funds were first received in this option. 

    (8) The initial Accumulation Unit value was established at $10.000 on 
        July 5, 1989, the date on which the Portfolio became available under 
        the Contract. 

    (9) The initial Accumulation Unit value was established at $10.000 on 
        September 21, 1992, the date on which the Portfolio became available 
        under the Contract. 

   (10) The initial Accumulation Unit value was established at $10.000 during 
        July 1995, when the Fund became available under the Contract. 

   (11) The initial Accumulation Unit value was established at $10.000 during 
        May 1995, when the Fund became available under the Contract. 

      * Formerly TCI Growth 
     ** Formerly Calvert Socially Responsible Series. 
    *** Formerly T. Rowe Price International Equity Fund. On April 27, 1992, 
        the Fund's assets were liquidated and merged into Scudder Variable Life
        Investment Fund--Managed International Portfolio. The Accumulation Unit
        Value following the merger was $10.051. 
    

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                                AUV HISTORY - 8
<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 federal securities laws. 
The Separate Account is divided into "subaccounts" which do not invest 
directly in stocks, bonds or other investments. Instead, each Subaccount buys 
and sells shares of a corresponding Fund. 

   Although the Company holds title to the assets of the Separate Account, 
such assets are not chargeable with liabilities arising out of any other 
business conducted by the Company. Income, gains or losses of the Separate 
Account are credited to or charged against the assets of the Separate Account 
without regard to 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 
   
   The Contract Holder (or you, if allowed by the Contract Holder) may 
allocate Purchase Payments to one or more of the Subaccounts as designated on 
the enrollment form. In turn, the Subaccounts invest in the corresponding 
Funds at net asset value. The 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 
the Guaranteed Accumulation Account counts as one option, even if you no 
longer have amounts allocated to that option. 

   The Contract Holder may decide to offer only a select number of Funds 
under its Plan. In addition, the Company may add, withdraw or substitute 
Funds, subject to the conditions in the Contract and to 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) 
    
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                                       1
<PAGE> 
   
(bullet) Aetna Investment Advisers Fund, Inc. is a managed fund which seeks 
         to maximize investment return consistent with reasonable safety of 
         principal by investing in one or more of the following asset 
         classes: stocks, bonds and cash equivalents, based on the Company's 
         judgment of which of those sectors or mix thereof offers the best 
         investment prospects.(1) 

(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       , 
         1996 the range of market capitalization of these companies was $ 
         million to $    billion.(2) 

(bullet) American Century VP Capital Appreciation (formerly 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. 

(bullet) Calvert Responsibly Invested Balanced Portfolio is a non- 
         diversified 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 non-diversified 
         portfolio that seeks long-term growth 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         , 199  included companies with capitalizations 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 securities selected primarily for 
         their growth potential and 40%-60% of its assets in 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 (commonly known as 
         "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 non-diversified 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 seek 
         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 
    
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                                        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. (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 received 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.) 

* GAA is no longer available under the Contract issued to the Erie County 
  Public Employee Deferred Compensation Plan. If Participants currently have 
  funds in GAA, as a Guaranteed Term matures, unless the Participant 
  instructs us otherwise, amounts will automatically be transferred to the 
  Fixed Account. 

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

CONTRACT AVAILABILITY 
   
   The Contracts are designed for Plans established by organizations for 
their deferred compensation plans under Section 457 of the Code, and for 
qualified defined contribution plans under Section 401(a) of the Code. The 
Contract is generally owned by the employer, and an Account is established 
for each Participant, as directed by the Contract Holder, to identify 
contract values during the Accumulation Period. A Participant's record under 
the Contract is known as his or her "Account." 

   Prior to the August 20, 1996 enactment of the Small Business Job 
Protection Act of 1996 (the "Small Business Act"), all amounts of
compensation deferred under Plans, all property and rights purchased with
such amounts, and all income attributable to such amounts, property or
rights remained solely the property and rights of the employer (without
being restricted to the provision of benefits under the Plan), subject only
to the claims of the employer's general creditors. Under the Small Business
Act, Plans are required to hold all assets and income in trust (or a
custodial account or annuity contract) for the exclusive benefit of
participants and their beneficiaries. Plans that were in existence on
August 20, 1996 are allowed until January 1, 1999 to meet this requirement.
Until such time as a Plan meets the Small Business Act's trust requirement
the Contract will be part of the employer's general assets, 
    
- --------------------------------------------------------------------------------

                                        4
   
subject to the claims of its general creditors, and benefits available to
you will be backed only by the general assets of the employer. Some of the
options and elections available under the Contract may not be available to
you under the provisions of your Plan. Contact your employer for
information regarding your Plan.
    
CONTRACT PURCHASE 
   Eligible organizations may acquire a Contract by submitting an application 
to the Company. Once we approve the application, a group Contract is issued 
to the employer as the Contract Holder. The Company will establish an Account 
for a Participant upon receipt of an enrollment form. 

   The Company must accept or reject an application or enrollment form within 
two business days of receipt. If a form is 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, they 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." Installment Purchase 
Payments must be at least $50 per month ($600 annually) per Participant. No 
payment may be less than $25. 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 
Contract Holder (or you, if authorized by the Contract Holder) on the 
enrollment form. Changes in such allocation may be made in writing or by 
telephone transfer. Allocations must be in whole percentages, and there may 
be limitations on the number of investment options that can be selected 
during the Accumulation Period. (See "Investment Options--The Funds.") 
    
RIGHT TO CANCEL 
   The Contract Holder may cancel participation under the Contract without 
penalty by returning it to the Company with a written notice of cancellation. 
In most states, Contract Holders have ten days to exercise this right; some 
states allow a longer free-look period. When we receive the request for 
cancellation, we will return the Account Value, unless the laws of the state 
in which the Contract was issued require that we return the initial Purchase 
Payment (if greater than the Account Value). In states that do not require a 
return of Purchase Payments, the purchaser bears the entire investment risk 
for amounts allocated among the Subaccounts during the free look period. 
Account Values will be determined as of the Valuation Date on which we 
receive the request for cancellation at our Home Office. 

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 the 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. 
    
                            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 mortality and 
expense risks under the Contract. The mortality risks are those assumed for 
our promise to make lifetime payments according to annuity 

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

rates specified in the Contract. The expense risk is the risk that the actual 
expenses for costs incurred under the Contract will exceed the maximum costs 
that can be charged under the Contract. 

   If the amount deducted for mortality and expense risks is not sufficient 
to cover the mortality costs and expense shortfalls, the loss is borne by the 
Company. If the deduction is more than sufficient, the excess may be used to 
recover distribution expense relating to the Contracts and as a source of 
profit for 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. 

   Effective April 4, 1997, 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. 

   There is currently no administrative expense charge during the Annuity 
Period. 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, 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 and Credited Interest Option in which the 
Account is invested. 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. The annual maintenance 
fee may be reduced or eliminated under various conditions as agreed to by us 
and 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 
amount withdrawn from the Subaccounts, the Fixed Account or 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, 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% 

   If you transfer the total account value under another deferred 
compensation 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 the former contract for purposes 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 which is: 

(bullet) applied to provide Annuity benefits; 

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

(bullet) withdrawn due to a hardship resulting from an unforeseeable 
         emergency, as specified in the Code; 

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

(bullet) withdrawn 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 or used to purchase Annuity benefits during the prior 
         12 months; 

(bullet) withdrawn due to the Participant's separation from service with the 
         employer (the Contract Holder must submit documentation satisfactory 
         to the Company confirming that the Participant is no longer 
         providing services to the employer); or 

(bullet) withdrawn 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 the mortality and expense risk charge described 
above. 

   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; 

(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. 

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                                        7
<PAGE> 

   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. 

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 illustrated 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. 

                              CONTRACT VALUATION 
================================================================================

ACCOUNT VALUE 
   Until the Annuity Date, the Account Value is the total dollar value of 
amounts held in the 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 Contract at the AUV 
computed on the next Valuation Date following our acceptance of the
application or enrollment form, as described under "Purchase--Contract
Purchase." Each subsequent Purchase Payment (or amount transferred)
received by the Company by the close of 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% (currently) as an 
       administrative expense charge. 
    
   The net investment rate may be either positive or negative. 

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                                        8
<PAGE> 

                                    TRANSFERS
================================================================================
   
   At any time prior to the Annuity Date, the Contract Holder, or you (if 
permitted by the Contract Holder), can transfer amounts held under the 
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 transfer amount may not be 
less than $500. The total number of investment options in which you may 
invest 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. For additional information, please refer 
to the Inquiries Section of the Prospectus Summary, which describes how you 
can obtain further information. 

                                   WITHDRAWALS
================================================================================
   
   Subject to the limitations on withdrawals from the Fixed Plus Account, the 
Contract Holder may withdraw all or a portion of the Account Value at any 
time during the Accumulation Period. To request a withdrawal, the Contract 
Holder, on your behalf, 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. Under a Section 457 Plan, 
pay-out elections may not be changed once payments have commenced. 
    
   Withdrawals may be requested in one of the following forms: 

(bullet) Full Withdrawal of the Contract or an Account: The amount paid upon 
         a full withdrawal will be the Account Value(s) 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 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(s) requested minus any applicable 
         deferred sales charge; however, 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 otherwise requested 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. 
    
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                                        9
<PAGE> 

                          ADDITIONAL WITHDRAWAL OPTIONS
================================================================================

   The Company offers certain withdrawal options under the Contract that are 
not considered annuity options ("Additional Withdrawal Options"). To exercise 
these options, the 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 the 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. 

(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 age 70-1/2 or retirement, if later, and pays you 
         that amount once a year. (See "Tax Status.") 

   Other Additional Withdrawal Options may be added from time to time. 
Additional information relating to any of the Additional Withdrawal Options 
may be obtained from your local representative or from the Company at its 
Home Office. 
   
   If you select one of the Additional Withdrawal Options, your Account will 
retain all of the rights and flexibility permitted under the Contract during 
the Accumulation Period. The 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 electing an option. 

   Once elected, an Additional Withdrawal Option may be revoked by the 
Contract Holder at any time by submitting a written request to our Home 
Office. Any revocation will apply only to the amount not yet paid. Once an 
option is revoked, it may not be elected again, nor may any other Additional 
Withdrawal Options be elected. To determine whether the Additional Withdrawal 
Options are available under your Plan, and to assess the terms and conditions 
that may apply, you should check with your employer. 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 Contract 
Beneficiary upon the death of the Participant before the Annuity Date. The 
Contract Holder may direct that we make such payment to the Plan Beneficiary. 
The amount of the death benefit will be equal to the Account Value. Death 
benefit proceeds may be paid to the Contract 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 Plan Beneficiary is your spouse). 

   The Contract Holder, on behalf of a Plan 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 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 Contract 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 
Contract Holder, or to the Plan Beneficiary, if requested by the Contract 
Holder, within seven days after we receive proof of death. 

- --------------------------------------------------------------------------------
                                       10
<PAGE> 

   The Code requires that distribution of death proceeds begin within a 
certain period of time. Generally, if your Plan Beneficiary is not your 
spouse, 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 
Plan 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 (not to exceed 15 years for a 
non-spousal 457 Plan Beneficiary) of the Plan Beneficiary or any period 
certain greater than the Plan 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 Plan Beneficiary in the same manner as if you had received 
those payments. (See "Tax Status.") Also, for 457 Plans, any distribution 
payable over a period of more than one year must be made in substantially 
non-increasing amounts. 

                                 ANNUITY PERIOD
================================================================================

ANNUITY PERIOD ELECTIONS 
   
   For the types of Contracts described in this prospectus the Code 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, the Contract Holder 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 an Annuity Option has been selected. 
Until a date and option are elected, the Account will continue in the 
Accumulation Period. Once annuity payments begin, the Annuity Option may not 
be changed, nor may transfers be made among the investment options(s) 
selected. 
    
   Under Contracts issued to the Erie County Public Employee Deferred 
Compensation Plan, the Lifetime Annuity Options listed below may not be 
elected and the "Payment for a Specified Period" nonlifetime option, if 
selected, must be elected for a period of at least three years and not more 
than the lesser of fifteen years or the life expectancy of the Participant. 

ANNUITY OPTIONS 
   The Contract Holder 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 make available at the time of annuitization. 

(bullet) Option 3--Life Income based Upon the 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 

- --------------------------------------------------------------------------------
                                       11
<PAGE> 

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. 

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 number of years that may be selected are 
determined by the investment options used prior to annuitization. For amounts 
held in the Fixed Plus Account, the annuity may be paid on a fixed or 
variable basis and payments may be made for 5-30 years. 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 and payments may be made 
for 3-30 years. If a nonlifetime option is elected on a variable basis, the 
Annuitant may request at any time during the payment period that the present 
value of all or any portion of the remaining variable payments be paid in one 
sum. However, any lump-sum elected before three years of payments 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 the 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 
Account Value, how it is allocated between fixed and variable payouts and the 
annuity option chosen. No election may be made that would result in the first 
Annuity payment of less than $20, or total yearly Annuity Payments of less 
than $100. If the 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 may also deduct a daily administrative charge from amounts 
held under the variable options. (See "Charges and Deductions.") 

DEATH BENEFIT PAYABLE DURING THE ANNUITY PERIOD 
   If a Participant dies after Annuity Payments have begun, any death benefit 
payable will depend on the terms of the Contract and the Annuity Option 
selected. If Option 1 or Option 3 was elected, Annuity Payments will cease on 
the death of the 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 
Contract 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 Contract Beneficiary (unless otherwise requested), and no 
deferred sales charge will be imposed. 

   If the Participant dies after Annuity payments have begun and if there is 
a death benefit payable under the Annuity option elected, the remaining value 
must be distributed to the Plan Beneficiary at least as rapidly as under the 
original method of distribution and, for 457 Plans, in substantially 
nonincreasing amounts. 

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                                       12
<PAGE> 

   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's investment income and 
realized net capital gains will not be taxed to the extent that such income 
and gains are applied to increase the reserves under the Contracts. 

   The Company does not anticipate that it will incur any federal income tax 
liability attributable to the Separate Account and, therefore, the Company 
does not intend to make provisions for any such taxes. However, if changes in 
the federal tax laws or interpretations 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 457 plans and 
Section 401 Plans. The tax rules applicable to retirement plans vary 
according to 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 Contract issued in connection with such plans. Some retirement plans 
are subject to distribution and other requirements that are not incorporated 
in the provisions of 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 457 and 401(a) Plans. Distributions under Section 457 and 
401(a) Plans must generally begin by April 1 of the calendar year following 
the calendar year in which you attain age 70-1/2 or retire, whichever occurs 
later. 
    
   In general, annuity payments must be distributed over your life or the 
joint lives of you and your Plan Beneficiary, or over a period not greater 
than your life expectancy or the joint life expectancies of you and your 
beneficiary. Also, any distribution under a Section 457 Plan payable over a 
period of more than one year must be made in substantially non-increasing 
amounts. 

   If you die after the required minimum distribution has commenced, 
distributions to your Plan 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 
Plan Beneficiary, the 

- --------------------------------------------------------------------------------
                                       13
<PAGE> 

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, under Section 401 Plans, 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 Plan Beneficiary or over a period 
not extending beyond the life expectancy of the Plan Beneficiary (for Section 
457 Plans, not to exceed 15 years for a non-spousal 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. 

SECTION 457 PLANS 
   
   Section 457 provides for certain deferred compensation plans. These plans 
may be offered with respect to service for state governments, local 
governments, political subdivisions, agencies, instrumentalities and certain 
affiliates of such entities, and tax exempt organizations. These plans are 
subject to various restrictions on contributions and distributions. The plans 
may permit participants to specify the form of investment for their deferred 
compensation account. Prior to the August 20, 1996 enactment of the Small 
Business Job Protection Act of 1996 (the "Small Business Act"), all 
compensation deferred under the plans, all property and rights purchased with 
such amounts, and all income attributable to such amounts, property or rights 
remained solely the property and rights of the employer (without being 
restricted to the provision of benefits) subject only to the claims of the 
employer's general creditors. For that reason, depending on the terms of the 
particular plan, the employer may have been entitled to draw on deferred 
amounts for purposes unrelated to its Section 457 plan obligations. 

   Under the Small Business Act, plans maintained by State or local 
governments, their political subdivisions, agencies, instrumentalities and 
certain affiliates will be required to hold all assets and income of the Plan 
in trust for the exclusive benefit of plan participants and their 
beneficiaries. For purposes of meeting the new requirement, custodial 
accounts and annuity contracts are treated as trusts. State and local 
government plans that were in existence on August 20, 1996 are allowed a 
transition period that ends January 1, 1999 to comply with the new 
requirement. In general, all amounts received under a Section 457 plan are 
taxable and reportable to the IRS as taxable income. This includes payments 
for death benefits, periodic and nonperiodic distributions. Also, all 
amounts, except death benefit proceeds, are subject to federal income tax 
withholding as wages. If we make payments directly to a Participant on behalf 
of the employer as Contract Holder, we will withhold federal taxes (and state 
taxes, if applicable). 

   The Code imposes a maximum limit on annual Purchase Payments which may be 
excluded from your gross income. For Section 457 Plan Participants, such 
limit is generally the lesser of $7,500, as adjusted to reflect changes in 
the cost of living, or 33-1/3% of your includible compensation (25% of gross 
compensation). 
    
SECTION 401(A) PLANS 
   Section 401(a) permits certain employers to establish various types of 
retirement plans for employees, and permits self-employed individuals to 
establish various types of retirement plans for themselves and for their 
employees. These retirement plans may permit the purchase of the Contracts to 
accumulate retirement savings under the plans. Adverse tax consequences to 
the plan, to the Participant or to both may result if this Contract is 
assigned or transferred to an 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 Section 401(a) Plan meets the applicable nondiscrimination 
requirements. 

- --------------------------------------------------------------------------------
                                       14
<PAGE> 

   All distributions will be taxed as they are distributed 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 
occuring 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. 

                                  MISCELLANEOUS
================================================================================

VOTING RIGHTS 
   Each Contract Holder may direct us in the voting of shares at meetings of 
shareholders of the appropriate Fund(s). The number of votes to which each 
Contract Holder may give direction will be determined as of the record date. 

   The number of votes each Contract Holder is entitled to direct with 
respect to a particular Fund during the Accumulation Period is equal to the 
portion of the current value of the Contract attributable to that Fund, 
divided by the net asset value of one share of that Fund. During the Annuity 
Period, the number of votes is equal to the valuation reserve applicable to 
the portion of the Contract attributable to that Fund, divided by the net 
asset value of one share of that Fund. In determining the number of votes, 
fractional votes will be recognized. Where the value of the Contract or 
valuation reserve relates to more than one Fund, the calculation of votes 
will be performed separately for each Fund. 

   Each Contract Holder will receive a notice of each meeting of shareholders 
of that Fund, together with any proxy solicitation materials, and a statement 
of the number of votes attributable to the Contract. Votes attributable to 
Contract Holders who do not direct us will be cast by us in the same 
proportion as the votes for which we have received directions. 

MODIFICATION OF THE CONTRACT 
   The Company may change the Contract as required by federal or state law. 
In addition, the Company may, upon 30 days written notice to the Contract 
Holder, make other changes to the Contracts that would apply only to 
individuals who become Participants under that Contract after the effective 
date of such changes. If the Contract Holder does not agree to a change, no 
new Participants will be covered under the Contract. Certain changes will 
require the approval of appropriate state or federal regulatory authorities. 

DISTRIBUTION 
   The Company will serve as 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 

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

annuity contracts. These registered representatives may also provide services 
to Participants in connection with establishing their Accounts under the 
Contract. 
   
   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. That percentage amount will range from 1% to 6% 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 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 actual expenses. The 
name of the Distributor and the registered representative responsible for 
your Account are set forth on your enrollment form. Commissions and sales 
related expenses are paid by the Company and are not deducted from Purchase 
Payments. (See "Charges and Deductions--Deferred Sales Charge.") 
    
   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. 

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 a monthly, 
quarterly, year-to-date and three-year periods. 
   
   The Company may also advertise certain ratings, rankings or other 
information related to the Company, the Subaccounts or the Funds. Further 
details regarding performance reporting and advertising are described in the 
SAI. 
    
TRANSFER OF OWNERSHIP; ASSIGNMENT 
   Unless contrary to applicable law, assignment of the Contract or Account 
is prohibited. 

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

                                 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 
   Dollar Cost Averaging 
   Sales Material and Advertising 
   Independent Auditors 
   Financial Statements of the Separate Account 
   Financial Statements of the Company 

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

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

   The Guaranteed Accumulation Account ("GAA") is a credited interest option 
available during the Accumulation Period under the Contract offered by this 
Prospectus. Amounts allocated to the Long-Term Classifications of GAA are 
held in a noninsulated, nonunitized separate account. Amounts allocated to 
the Short-Term Classifications of GAA are held in the Company's general 
account. This Appendix is a summary of GAA and is not intended to replace the 
GAA prospectus. You should read the accompanying GAA prospectus carefully 
before investing. 

   GAA is a credited interest option in which we guarantee stipulated rates 
of interest for stated periods of time on amounts directed to GAA. The 
interest rate stipulated is an annual effective yield; that is, it reflects a 
full year's interest. Interest is credited daily at a rate that will provide 
the guaranteed annual effective yield over the period of one year. This 
option guarantees the minimum interest rate specified in the Contract. 

   During a specified period of time (the "deposit period"), amounts may be 
applied to any or all available Guaranteed Terms within the Short-Term and 
Long-Term Classifications. Short-Term GAA has Guaranteed Terms from one to 
three years, and Long-Term GAA has Guaranteed Terms from three to ten years. 

   Purchase Payments must remain in GAA for the full Guaranteed Term to 
receive the quoted interest rates. Withdrawals or transfers from a Guaranteed 
Term before the end of that Guaranteed Term may be subject to a market value 
adjustment ("MVA"). An MVA reflects the change in the value of the investment 
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 you receiving 
an amount that 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 the other available 
investment options, or (c) withdrawn. Amounts withdrawn may be subject to a 
deferred sales charge and/or federal tax liability, and a maintenance fee. 

   By notifying us at our Home Office 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 
   We will apply an MVA to GAA transfers made before the end of a Guaranteed 
Term. Transfers of GAA values due to a maturity are not subject to an MVA. 

- --------------------------------------------------------------------------------
                                       18
<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. 

   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. 

   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 rate. 

   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 
option(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. 

- --------------------------------------------------------------------------------
                                       19
<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 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 this 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 the statements. 
Disclosure in this Appendix regarding the Fixed Plus Account has not been 
reviewed by the SEC. 

FIXED PLUS ACCOUNT 
   The Fixed Plus Account guarantees that amounts allocated to this option 
will earn the minimum Fixed Plus interest rate specified in the Contract. We 
may credit a higher interest rate from time to time. Our determination of 
interest rates reflects the investment income earned on invested assets and 
the amortization of any capital gains and/or losses realized on the sale of 
invested assets. Under this option, we assume the risk of investment gain or 
loss by guaranteeing Net Purchase Payment 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. 

   We reserve the right to limit Net Purchase Payment(s) and/or transfers to 
the Fixed Plus Account. 

FIXED PLUS ACCOUNT WITHDRAWALS 
   The amount eligible for partial withdrawal is 20% of the amount held in 
the Fixed Plus Account on the day we receive a written request in our Home 
Office, reduced by any Fixed Plus Account withdrawals, transfers or 
annuitizations made in the prior 12 months. In calculating the 20% limit, we 
reserve the right to include payments made due to the election of any 
Additional Withdrawal Option. 

   The 20% limit is waived if the partial withdrawal is due to annuitization, 
death, unforeseeable emergency (when the conditions specified under (d) below 
are met), or separation from service (when the conditions specified under (e) 
below are met). For this waiver to apply, any such partial withdrawal must 
also be made pro rata from all funding options used under the Account. 

   If a full withdrawal is requested, we will pay any amounts held in the 
Fixed Plus Account 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 or 
   annuitizations made in the prior 12 months; 

2. One-fourth of the remaining Fixed Plus Account value twelve months later; 

3. One-third of the remaining Fixed Plus Account value twelve months later; 

4. One-half of the remaining Fixed Plus Account value twelve months later; 
   and 

5. The balance of the Fixed Plus Account value twelve months later. 

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

- --------------------------------------------------------------------------------
                                       20

<PAGE> 

   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 the 
withdrawal is made: 
   
(a) due to your death, before Annuity payments begin and request for payment 
    is received within 6 months after the Participant's date of death; 
    
(b) due to the election of an Annuity option; 

(c) when the Fixed Plus Account value is $3,500 or less (and no withdrawals, 
    transfers or annuitizations have been made from the Account within the 
    prior 12 months); 

(d) due to hardship from an unforeseeable emergency, as defined by the Code, 
if the following conditions are met: 

   (1) the hardship is certified by the employer; 

   (2) the amount is paid directly to you; and 

   (3) the amount paid for all withdrawals due to hardship during the 
       previous 12-month period does not exceed 10% of the average value of 
       all Accounts during that same period or, 

(e) due to your separation from service with the employer provided that: 

   (1) the employer certifies that you have separated from service; 

   (2) the amount withdrawn is paid directly to you; and 

   (3) the amount paid for all partial and full withdrawals due to separation 
       from service during the previous 12-month period does not exceed 20% 
       of the average value of all Accounts under the Contract during that 
       same period. 

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 
in our Home Office, reduced by any Fixed Plus Account withdrawals, transfers 
or annuitizations made in the prior 12 months. In calculating the 20% limit, 
we reserve the right to include payments made due to the election of any of 
the Additional Withdrawal Options. We will waive the 20% transfer limit when 
the value in the Fixed Plus Account is $1,000 or less. 

   By notifying us at our Home Office at least 30 days before Annuity 
payments begin, the Contract Holder may elect to have amounts which have been 
accumulating under the Fixed Plus Account transferred to one or more of the 
Subaccounts available during the Annuity Period, to provide variable Annuity 
payments. 

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. 

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

                          For Master Applications Only

   
I hereby acknowledge receipt of an Account C Group Deferred Variable Annuity 
prospectus dated May 1, 1997 for Section 457 Public Employer Deferred 
Compensation 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. 
PROS. 75982-97) dated May 1, 1997. 
    

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



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

   
PROS. 75982-97 
    

<PAGE> 


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

                                       OF

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

   
              Statement of Additional Information dated May 1, 1997
    

                AetnaPlus Contracts and Multiple Option Contracts
                 Group and Individual Variable Annuity Contracts
                     Available under Section 457 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........................................................    9
Sales Material and Advertising..........................................   10
Independent Auditors....................................................   10
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 substitutions of available investment options as permitted by law and
subject to the conditions in 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.
    



                                       2
<PAGE>



The Funds currently available under the Contract are as follows:

   
<TABLE>
<S>                                                    <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, and deferred sales


                                       3
<PAGE>

charges). These charges will be deducted on a pro rata basis in the case of
fractional periods. The maintenance fee is converted to a percentage of assets
based on the average account size under the 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

   
There are two sets of total return quotations shown below: one for AetnaPlus
Contracts and one for Multiple Option Contracts. Multiple Option Contracts were
issued only to the following Plans: San Bernadino County, Macomb County, and the
City of San Jose. The contract features and charges under these types of
contracts are identical; however, they are administered on two different
administrative systems. Due to differences in the way the two systems
administered payments prior to mid-1994, performance for the Subaccounts under
the two systems for those periods differs.

Additionally, each set of tables shown below represents the variations in
contract payment type and in the maintenance fees assessed under different
plans. Table A 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. 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 returns based on a $15 annual maintenance fee. In
both sets of tables, 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 *).
    


                                       4
<PAGE>


   
<TABLE>
<CAPTION>
                                                   AETNA PLUS CONTRACTS
                                                          TABLE A
                                                          -------

                                         -------------------------------------------------------------------------------------------
         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                                                                                     09/13/96
- ------------------------------------------------------------------------------------------------------------------------------------

 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                                                                                       05/31/89
- ------------------------------------------------------------------------------------------------------------------------------------

 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>

   
<TABLE>
<CAPTION>
                                                   AETNA PLUS CONTRACTS
                                                          TABLE B
                                                          -------

                                         -------------------------------------------------------------------------------------------
      INSTALLMENT PAYMENT ACCOUNT                                                                                           Fund
      ($20 ANNUAL 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                                                                                     09/13/96
- ------------------------------------------------------------------------------------------------------------------------------------

 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                                                                                                             09/04/86
- ------------------------------------------------------------------------------------------------------------------------------------

 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                                                                                                        05/01/87
- ------------------------------------------------------------------------------------------------------------------------------------
</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.



                                       6
<PAGE>



   
<TABLE>
<CAPTION>
                                                 MULTIPLE OPTION CONTRACTS
                                                          TABLE A
                                                          -------

                                         -------------------------------------------------------------------------------------------
         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                                                                                       09/13/96
- ------------------------------------------------------------------------------------------------------------------------------------

 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                                                                                                               09/04/86
- ------------------------------------------------------------------------------------------------------------------------------------

 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                                                                                                          05/01/87
- ------------------------------------------------------------------------------------------------------------------------------------
</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.


                                       7
<PAGE>



   
<TABLE>
<CAPTION>
                                                 MULTIPLE OPTION CONTRACTS
                                                          TABLE B
                                                          -------

                                         -------------------------------------------------------------------------------------------
      INSTALLMENT PAYMENT ACCOUNT                                                                                           Fund
      ($20 ANNUAL 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                                                                                       09/13/96
- ------------------------------------------------------------------------------------------------------------------------------------

 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                                                                                                               09/04/86
- ------------------------------------------------------------------------------------------------------------------------------------

 Fidelity VIP II Contrafund Portfolio                                                                                      01/03/95
- ------------------------------------------------------------------------------------------------------------------------------------

 Fidelity VIP Equity-Income Portfolio                                                                                      10/22/86
- ------------------------------------------------------------------------------------------------------------------------------------

 Fidelity VIP Growth Portfolio                                                                                             11/07/86
- ------------------------------------------------------------------------------------------------------------------------------------

 Fidelity 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                                                                                                          05/01/87
- ------------------------------------------------------------------------------------------------------------------------------------
</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.


                                       8
<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.

                                       9
<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.


                                       10
<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 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.75982-97                                        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 Statements of Income for the years ended
                      December 31, 1996, 1995 and 1994
                  -   Consolidated Balance Sheets as of December 31, 1996 and
                      1995
                  -   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 (G-CDA-HD)(4)
         (4.3)    Form of Variable Annuity Contract (GID-CDA-HO)
         (4.4)    Form of Variable Annuity Contract (GLID-CDA-HO)
         (4.5)    Form of Variable Annuity Contract (GSD-CDA-HO)
         (4.6)    Form of Variable Annuity Contract (GST-CDA-HO)(5)
         (4.7)    Endorsement (EGET-IC(R)) to Contracts G-CDA-HD and G-CDA-HF(2)
         (5)      Form of Variable Annuity Contract Application (300-GTD-IA)(6)
         (6.1)    Certification of Incorporation and By-Laws of Aetna Life
                  Insurance and Annuity Company(7)

<PAGE>

         (6.2)    Amendment of Certificate of Incorporation of Aetna Life
                  Insurance and Annuity Company(5)
         (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(5)
         (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(5)
         (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)
         (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
<PAGE>

                  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(5)
         (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), as filed on February 24, 1995.
4.   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.
5.   Incorporated by reference to Post-Effective Amendment No. 12 to
     Registration Statement on Form N-4 (File No. 33-75964), as filed
     electronically on February 11, 1997.
6.   Incorporated by reference to Post-Effective Amendment No. 3 to Registration
     Statement on Form N-4 (File No. 33-75982), as filed on February 24, 1995.
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), as filed on April 28, 1995.



<PAGE>




Item 25.      Directors and Officers of the Depositor
- -----------------------------------------------------

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

Daniel P. Kearney         Director and President

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

Christopher J. Burns      Director and Senior Vice President

Laura R. Estes            Director and Senior Vice President

Gail P. Johnson           Director and Vice President

John Y. Kim               Director and Senior Vice President

Shaun P. Mathews          Director and Vice President

Glen Salow                Director and Vice President

Creed R. Terry            Director and Vice President

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

     Incorporated herein by reference to Item 26 of Post-Effective Amendment No.
12 to the Registration Statement on Form N-4 (File No. 33-75964), as filed
electronically on February 11, 1997.

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.

<PAGE>

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 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.

<PAGE>

     (c) Compensation as of December 31, 1996:

<TABLE>
<CAPTION>
     (1)                      (2)                      (3)                  (4)                  (5)

Name of                 Net Underwriting          Compensation on
Principal               Discounts and             Redemption or          Brokerage
Underwriter             Commissions               Annuitization          Commissions        Compensation*
- -----------             -----------               -------------          -----------        -------------

<S>                     <C>                          <C>                 <C>                 <C>        
Aetna Life Insurance                                 $1,325,661                              $96,924,599
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;

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

<PAGE>

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

     (d) 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.

     (e) 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 caused this Post-Effective Amendment No. 12 to its
Registration Statement on Form N-4 (File No. 33-75982) to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford,
State of Connecticut, on the 20th day of 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. 33-75982) has been
signed by the following persons in the capacities and on the dates indicated.

Signature                   Title                                      Date
- ---------                   -----                                      ----

Daniel P. Kearney*          Director and President             )
- --------------------------  (principal executive officer)      )
Daniel P. Kearney           
                                                               )
Timothy A. Holt*            Director, Senior Vice President    )    February
- --------------------------  and Chief Financial Officer        )    20, 1997
Timothy A. Holt            
                                                               )
Christopher J. Burns*       Director                           )
- --------------------------
Christopher J. Burns                                           )
                                                               )
Laura R. Estes*             Director                           )
- --------------------------
Laura R. Estes                                                 )
                                                               )
Gail P. Johnson*             Director                          )
- --------------------------
Gail P. Johnson                                                )
                                                               )


<PAGE>




John Y. Kim*                 Director                          )
- --------------------------
John Y. Kim                                                    )
                                                               )
Shaun P. Mathews*            Director                          )
- --------------------------
Shaun P. Mathews                                               )
                                                               )
Glen Salow*                  Director                          )
- --------------------------
Glen Salow                                                     )
                                                               )
Creed R. Terry*              Director                          )
- --------------------------
Creed R. Terry                                                 )
                                                               )
Deborah Koltenuk*           Vice President and Treasurer,      )
- --------------------------  Corporate Controller               )
Deborah Koltenuk



By:  /s/
     ------------------------------------------------------------
     *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 (G-CDA-HD)                                    *

99-B.4.3               Form of Variable Annuity Contract (GID-CDA-HO)
                                                                                                      ---

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

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

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

99-B.4.7               Endorsement (EGET-IC(R)) to Contracts G-CDA-HD and                              *
                       G-CDA-HF

99-B.5                 Form of Variable Annuity Contract Application (300-GTD-IA)                      *

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

99-B.6.2               Amendment of Certificate of Incorporation of Depositor                          *

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

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

*Incorporated by reference


<PAGE>




<TABLE>
<CAPTION>
Exhibit No.            Exhibit                                                                        Page
- -----------            -------                                                                        ----

<S>                    <C>                                                                            <C>
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

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
</TABLE>

*Incorporated by reference



<PAGE>




<TABLE>
<CAPTION>
Exhibit No.            Exhibit                                                                        Page
- -----------            -------                                                                        ----

<S>                    <C>                                                                             <C>
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 Computation of Performance Data                                    *

99-B.15.1              Powers of Attorney                                                              *

99-B.15.2              Authorization for Signatures                                                    *

27                     Financial Data Schedule                                                         **
</TABLE>

*Incorporated by reference
**To be filed by amendment





                    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.

                                 SPECIFICATIONS


PLAN

OWNER

GROUP CONTRACT NO.

EFFECTIVE DATE


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

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.

GID-CDA-HO                                                                39168

<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.


GID-CDA-HO                             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......................................................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............................................6
   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...........................7
   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
   10. Transfer of Individual Account Reserves..............................9
   11. Notice to the Owner..................................................9


GID-CDA-HO                             3

<PAGE>

   12. Sum Payable at Death (Before Annuity Payments Start)................10
   13. Surrender Value.....................................................10

                               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
   5. Other Terms of Annuity Options.......................................21
   6. Death of Annuitant/Beneficiary.......................................21

GID-CDA-HO                             4

<PAGE>



                               GENERAL DEFINITIONS

 1.  PARTICIPANT -- A person who participates in the Plan and for whom benefits
     are being accrued 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.


GID-CDA-HO                             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

     All of the benefits and rights granted by this Contract, or allowed by
     Aetna, belong to the Owner.

 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. Aetna will continue to accept contributions for the
     Participants covered under this Contract prior to the change. 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

     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.

GID-CDA-HO                             6

<PAGE>

 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

     On the 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

GID-CDA-HO                             7

<PAGE>

     (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.

      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

GID-CDA-HO                             8

<PAGE>

     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); minus

     (e)  a charge of $20 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.

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.

GID-CDA-HO                             9

<PAGE>


     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.

      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

GID-CDA-HO                             10

<PAGE>

     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.

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


GID-CDA-HO                             11

<PAGE>

     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).

GID-CDA-HO                             12

<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>

GID-CDA-HO                             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>

                  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.


GID-CDA-HO                             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>

                  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.


GID-CDA-HO                             15


<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.









GID-CDA-HO                             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 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.

GID-CDA-HO                             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.


GID-CDA-HO                             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.


GID-CDA-HO                             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.

GID-CDA-HO                             20

<PAGE>



 5.  Other Terms of Annuity Optionss

     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.

 6.  Death of Annuitant/Beneficiaryy

     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 Owner. 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.


GID-CDA-HO                             21

<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 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





ESVB-HB

<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

EUSR-HC

<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



EGAWGA-HC

<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.

EAMAR-HD                               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.

EAMAR-HD                               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:

EAMAR-HD                               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

EAMAR-HD                               4

<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; or

     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.

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



EEGSV-HI

<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








ESF-GTD-HD

<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

EGI-SP-HE

<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

EGECVT-HI

<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 


EGAAE-IO                               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:

EGAAE-IO                               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).

EGAAE-IO                               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:

o      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.

o      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.

EGAAE-IO                               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:

o      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

o      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.

EGAAE-IO                               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


EGAAE-IO

                                        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



EGISA-IA

<PAGE>





                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follow:

Add the following condition under the Contract entitled Deposit, Reserve and
Surrender Provisions as follows:

     Distribution Options: The following distribution options may be elected by
     the Owner on the Participant's behalf.

     (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. An ECO payment will be
         calculated on the Individual Account's full Current Value. The value of
         the Fixed Account and/or the Fund Record Units cancelled by the amounts
         paid will be withdrawn pro rata from each investment option used under
         the Contract.

         (1)  Distribution Amount: Each year that ECO is in effect, Aetna will
              calculate and distribute an amount equal to the minimum
              distribution required under the Internal Revenue Code (Code). The
              annual distribution will be determined by dividing the Individual
              Account Current Value as of December 31 of the year prior to the
              payment year, by a life expectancy factor. These calculations may
              be changed as necessary to comply with the Code minimum
              distribution rules.

         (2)  Life Expectancy Factor: The factor is either the single life or
              joint life expectancy, as elected by the Owner on the
              Participant's behalf, based on tables in Code Section 401 (a) (9)
              or related regulations.

              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 Plan while ECO is in effect. If joint life
              expectancy is elected and the Participant or spouse dies, payments
              will be based on the survivor's life expectancy. If single life
              expectancy is elected and the Participant dies, or if joint life
              expectancy is elected and the survivor dies, the life expectancy
              is reduced to zero in the year following the year of death. The
              full Current Value must be distributed not later than December 31
              following the year of death, or as may be otherwise required by
              Internal Revenue Service (IRS) regulations.

              If joint life expectancy is elected, any changes in the
              beneficiary designation under the Plan must be immediately
              communicated to Aetna so that subsequent distributions can be
              calculated as required by IRS regulations.


EDCESWE-1B                             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)  Distribution Date: The Owner shall specify an annual distribution
              date on the Participant's behalf. The distribution date may be the
              15th of any month, or such other date Aetna may designate or
              allow, but not earlier than the year the Participant attains age
              701/2 or retires, whichever occurs later. Subsequent distributions
              will be made on the anniversary of that date.

         (5)  Elections and Revocation: ECO may be elected by the Owner on the
              Participant's behalf by submitting a completed and signed election
              form to Aetna's Home Office.

              Once elected, this option may be revoked by the Owner on the
              Participant's behalf 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. A SWO
              payment will be calculated on the Individual Account's full
              Current Value. The value of the Fixed Account and/or the Fund
              Record Units cancelled by the amounts paid will be withdrawn pro
              rata from each investment option used under the Contract.

              (1) Distribution Amount: The Owner may elect one of the two
                  payment methods described below on the Participant's behalf.
                  At its discretion, Aetna may require a minimum initial payment
                  amount. These calculations may be changed as necessary to
                  comply with the Code minimum distribution rules.

                  o   Specified Payment: Payments of a designated annual dollar
                      amount which must be no greater than 30% of the initial
                      Current Value. This amount will remain constant unless a
                      higher amount is required under Code minimum distribution
                      rules.

EDCESWE-1B                             2

<PAGE>


                  o   Each year that the Specified Payment is in effect, Aetna
                      will calculate the minimum required distribution by
                      dividing the Individual Account Current Value as of
                      December 31 of the year prior to the payment year, by a
                      life expectancy factor, and distribute this amount if it
                      is larger than the amount elected by the Owner on the
                      Participant's behalf; or

                  o   Specified Period: Payments are made over a period of time
                      which must be at least 3 years, unless otherwise required
                      by Code minimum distribution rules. The maximum specified
                      period will be limited by the Participant's life
                      expectancy factor. The amount paid each year is calculated
                      by dividing the Individual Account Current Value as of
                      December 31 of the prior year by the number of payment
                      years remaining.

              (2) Life Expectancy Factor: The factor for the initial
                  distribution year is either the single life or joint life
                  expectancy, as elected by the Owner on the Participant's
                  behalf, based on tables in Code Section 401 (a)(9) or related
                  regulations. With each subsequent year, the life expectancy
                  will be the Participant's life expectancy factor (single or
                  joint) for the initial distribution year, reduced by one.

                  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 Plan while SWO is in effect. If
                  the joint life expectancy factor is elected and the
                  Participant or spouse dies, the joint life expectancy factor
                  will continue to be reduced by one for each distribution year.
                  Payments upon the Participant's death will continue in the
                  manner previously elected under (1), unless the Owner elects
                  an alternate payment mode on behalf of the Plan beneficiary.
                  Any mode elected must provide payments to be made at least as
                  rapidly as those made prior to the Participant's death.

              If joint life expectancy is elected, any changes in the
              beneficiary designation under the Plan must be immediately
              communicated to Aetna so that subsequent distributions can be
              calculated as required by IRS regulations.

         (3)  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.

         (4)  Distribution Date: SWO must be elected when the Participant is
              eligible to begin receiving payments under the Plan. The Owner
              shall specify the distribution date Participant's behalf. SWO
              payments will be made quarterly, semi-annually or annually on the
              15th of any month, or such other date Aetna 


EDCESWE-1B                             3

<PAGE>

              may designate or allow. If payments are made more frequently than
              annually, the annual amount payable each year is divided by the
              number of payments due per year.

         (5)  Elections and Revocation: SWO may be elected by the Owner on the
              Participant's behalf by submitting a completed and signed election
              form to Aetna's 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 quarterly.

Endorsed and made a part of the Contract.



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

EDCESWE-1B                             4

<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

EVPE-IC

<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 


EGETE-IC (R)                           1


<PAGE>

       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 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

EGETE-IC (R)                           2

<PAGE>

       (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.

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

EGETE-IC (R)                           3







                    Aetna Life Insurance and Annuity Company
                        Home Office: 151 FARMINGTON AVE.
                           HARTFORD, CONNECTICUT 06156
                                 1-800-525-4225


                               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/ Lucille M. Nickerson                                    /s/ Dan Kearney
       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.


GLID-CDA-HO                                                               39169

<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.


GLID-CDA-HO
                                       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...........................................8
   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..........................9
   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

GLID-CDA-HO
                                       3

<PAGE>

   10.   Transfer of Individual Account Reserves.............................11
   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.    Other Terms of Annuity Options......................................23
   6.    Death of Annuitant/Beneficiary......................................23


GLID-CDA-HO
                                       4

<PAGE>



                               GENERAL DEFINITIONS

1.     PARTICIPANT - A person who participates in the Plan and for whom benefits
       are being accrued 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.

GLID-CDA-HO
                                       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 the 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

       All of the benefits and rights granted by this Contract, or allowed by
       Aetna, belong to the Owner.

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. Aetna will continue to
       accept contributions for the Participants covered under this Contract
       prior to the change. 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.

GLID-CDA-HO
                                       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

GLID-CDA-HO
                                       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.

GLID-CDA-HO
                                       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); 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.

GLID-CDA-HO
                                       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%

GLID-CDA-HO
                                       10

<PAGE>

       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.

                               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.

GLID-CDA-HO
                                       11

<PAGE>

       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.

       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 

GLID-CDA-HO
                                       12

<PAGE>

       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).


GLID-CDA-HO
                                       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>


GLID-CDA-HO
                                       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.

GLID-CDA-HO
                                       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.

GLID-CDA-HO
                                       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.


GLID-CDA-HO
                                       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.

GLID-CDA-HO
                                       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.

GLID-CDA-HO
                                       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.

                 AMOUNT OF FIRST MONTHLY PAYMENT FOR EACH $1,000


GLID-CDA-HO
                                       20

<PAGE>

                 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.

GLID-CDA-HO
                                       21

<PAGE>




5.     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.

6.     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 owner. 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.


GLID-CDA-HO
                                       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


GLID-CDA-HO
                                       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

ESVB-HB

<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

EUSR-HC

<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

EGAWGA-HC

<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.

EAMAR-HD                               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.

EAMAR-HD                               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:

EAMAR-HD                               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

EAMAR-HD                               4

<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

EGI-SP-HE

<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.


EGET-HG                                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.

EGET-HG                                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

























EGET-HG                                3

<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












EGECVT-HI

<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 


EGAAE-IO                               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:


EGAAE-IO                               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).

EGAAE-IO                               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:

o      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.

o      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.


EGAAE-IO                               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:

o      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

o      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.

EGAAE-IO                               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

EGAAE-IO                               6

<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follow:

Add the following condition under the Contract entitled Deposit, Reserve and
Surrender Provisions as follows:

     Distribution Options: The following distribution options may be elected by
     the Owner on the Participant's behalf.

     (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. An ECO payment will be
         calculated on the Individual Account's full Current Value. The value of
         the Fixed Account and/or the Fund Record Units cancelled by the amounts
         paid will be withdrawn pro rata from each investment option used under
         the Contract.

         (1)  Distribution Amount: Each year that ECO is in effect, Aetna will
              calculate and distribute an amount equal to the minimum
              distribution required under the Internal Revenue Code (Code). The
              annual distribution will be determined by dividing the Individual
              Account Current Value as of December 31 of the year prior to the
              payment year, by a life expectancy factor. These calculations may
              be changed as necessary to comply with the Code minimum
              distribution rules.

         (2)  Life Expectancy Factor: The factor is either the single life or
              joint life expectancy, as elected by the Owner on the
              Participant's behalf, based on tables in Code Section 401 (a) (9)
              or related regulations.

              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 Plan while ECO is in effect. If joint life
              expectancy is elected and the Participant or spouse dies, payments
              will be based on the survivor's life expectancy. If single life
              expectancy is elected and the Participant dies, or if joint life
              expectancy is elected and the survivor dies, the life expectancy
              is reduced to zero in the year following the year of death. The
              full Current Value must be distributed not later than December 31
              following the year of death, or as may be otherwise required by
              Internal Revenue Service (IRS) regulations.

              If joint life expectancy is elected, any changes in the
              beneficiary designation under the Plan must be immediately
              communicated to Aetna so that subsequent distributions can be
              calculated as required by IRS regulations.


EDCESWE-1B                             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)  Distribution Date: The Owner shall specify an annual distribution
              date on the Participant's behalf. The distribution date may be the
              15th of any month, or such other date Aetna may designate or
              allow, but not earlier than the year the Participant attains age
              70 1/2 or retires, whichever occurs later. Subsequent
              distributions will be made on the anniversary of that date.

         (5)  Elections and Revocation: ECO may be elected by the Owner on the
              Participant's behalf by submitting a completed and signed election
              form to Aetna's Home Office.

              Once elected, this option may be revoked by the Owner on the
              Participant's behalf 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. A SWO
              payment will be calculated on the Individual Account's full
              Current Value. The value of the Fixed Account and/or the Fund
              Record Units cancelled by the amounts paid will be withdrawn pro
              rata from each investment option used under the Contract.

              (1) Distribution Amount: The Owner may elect one of the two
                  payment methods described below on the Participant's behalf.
                  At its discretion, Aetna may require a minimum initial payment
                  amount. These calculations may be changed as necessary to
                  comply with the Code minimum distribution rules.

                  o   Specified Payment: Payments of a designated annual dollar
                      amount which must be no greater than 30% of the initial
                      Current Value. This amount will remain constant unless a
                      higher amount is required under Code minimum distribution
                      rules.

EDCESWE-1B                             2

<PAGE>

                  o   Each year that the Specified Payment is in effect, Aetna
                      will calculate the minimum required distribution by
                      dividing the Individual Account Current Value as of
                      December 31 of the year prior to the payment year, by a
                      life expectancy factor, and distribute this amount if it
                      is larger than the amount elected by the Owner on the
                      Participant's behalf; or

                  o   Specified Period: Payments are made over a period of time
                      which must be at least 3 years, unless otherwise required
                      by Code minimum distribution rules. The maximum specified
                      period will be limited by the Participant's life
                      expectancy factor. The amount paid each year is calculated
                      by dividing the Individual Account Current Value as of
                      December 31 of the prior year by the number of payment
                      years remaining.

              (2) Life Expectancy Factor: The factor for the initial
                  distribution year is either the single life or joint life
                  expectancy, as elected by the Owner on the Participant's
                  behalf, based on tables in Code Section 401 (a)(9) or related
                  regulations. With each subsequent year, the life expectancy
                  will be the Participant's life expectancy factor (single or
                  joint) for the initial distribution year, reduced by one.

                  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 Plan while SWO is in effect. If
                  the joint life expectancy factor is elected and the
                  Participant or spouse dies, the joint life expectancy factor
                  will continue to be reduced by one for each distribution year.
                  Payments upon the Participant's death will continue in the
                  manner previously elected under (1), unless the Owner elects
                  an alternate payment mode on behalf of the Plan beneficiary.
                  Any mode elected must provide payments to be made at least as
                  rapidly as those made prior to the Participant's death.

              If joint life expectancy is elected, any changes in the
              beneficiary designation under the Plan must be immediately
              communicated to Aetna so that subsequent distributions can be
              calculated as required by IRS regulations.

         (3)  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.

         (4)  Distribution Date: SWO must be elected when the Participant is
              eligible to begin receiving payments under the Plan. The Owner
              shall specify the distribution date Participant's behalf. SWO
              payments will be made quarterly, semi-annually or annually on the
              15th of any month, or such other date Aetna 


EDCESWE-1B                             3

<PAGE>

              may designate or allow. If payments are made more frequently than
              annually, the annual amount payable each year is divided by the
              number of payments due per year.

         (5)  Elections and Revocation: SWO may be elected by the Owner on the
              Participant's behalf by submitting a completed and signed election
              form to Aetna's 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 quarterly.

Endorsed and made a part of the Contract.



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


EDCESWE-1B                             4

<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

EVPE-IC

<PAGE>





                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follows.

Add the following to the General Definitions section of the Contract.

     Fixed Account -- An accumulation option with a guaranteed minimum interest
     rate. Aetna may credit a higher rate which is not guaranteed. A surrender
     fee may be applied on a full or partial surrender.

     Fixed Plus Account -- An accumulation option with a guaranteed minimum
     interest rate. Aetna may credit a higher rate which is not guaranteed. No
     surrender fee applies. However, the portion that may be surrendered or
     transferred in a 12 month period is restricted.

Delete and replace the fourth sentence in section 4 entitled Change of Contract
by Aetna under General Provisions as follows.

     Changes that affect the following provisions of this Contract: (a) Annuity
     Options; (b) Net Deposit; (c) Guaranteed Interest Rate -- Fixed Account;
     (d) Guaranteed Interest Rate -- Fixed Plus Account; (e) Individual Account
     Reserve; (f) maximum transfer fees; and (g) 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.

Delete and replace the last two sentences in section 4 entitled Change of
Contract by Aetna under General Provisions as follows.

     Aetna also reserves the right to discontinue accepting additional
     contributions for Participants covered under this Contract prior to the
     change. Aetna reserves the right to change the provisions regarding the
     allocation of contributions or transfers to the Fixed Plus Account without
     Owner consent. This Contract may also be changed as deemed necessary by
     Aetna to comply with federal or state law without Owner consent.

Delete and replace section 2 entitled Individual Accounts under Deposit,
Reserve, and Surrender Provisions as follows.

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

         (a)  the Fixed Account;

EFFP-ID(G)                             1

<PAGE>


         (b)  the GA Account;
         (c)  the Fixed Plus Account; or
         (d)  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.

     The allocation of future Net Deposit(s) may be changed at any time, without
charge.

Delete and replace Section 3 entitled Guaranteed Interest Rate -- General
Account under Deposit, Reserve, and Surrender Provisions as follows.

         (a)  Guaranteed Interest Rate -- Fixed Account: On any Net Deposit(s)
              made to the Fixed Account, Aetna will add interest daily at an
              annual rate that is no less than 4%. Aetna may add interest daily
              at any higher rate determined by its Board of Directors.

         (b)  Guaranteed Interest Rate -- Fixed Plus Account: On any Net
              Deposit(s) made to the Fixed Plus Account, Aetna will add interest
              daily at an annual rate that is no less than 3%. Aetna may add
              interest daily at a higher rate as determined by its Board of
              Directors. Beginning on the tenth anniversary of the effective
              date of an Individual Account, on and after February 1, 1994,
              Aetna will credit amounts held in the Fixed Plus Account with an
              interest rate that is .25% higher than the then-declared interest
              rate for the Fixed Plus Account for Individual Accounts before the
              tenth anniversary.

         (c)  Guaranteed Interest Rate -- Fixed Annuity: The assumed interest
              rate for a Fixed Annuity and the interest rate under Annuity
              Option 1 will be no less than 3.5%. Aetna may add interest daily
              under Annuity Option 1 at any higher rate as determined by its
              Board of Directors.

Delete and replace section 7 entitled Individual Account Reserve under Deposit,
Reserve, and Surrender Provisions as follows.

         (a) Net Deposit(s) credited to the Fixed Account and/or the Fixed Plus
             Account (if any); plus 

         (b) interest added by Aetna to the Fixed Account and/or the Fixed Plus
             Account; plus 

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

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

         (e) any amounts previously surrendered.

     There is no charge ($0) on each anniversary of each Individual Account
     effective date.



EFFP-ID(G)                             2

<PAGE>


Delete endorsement EGECVT-HI and section 10 entitled Transfer of Individual
Account Reserves under Deposit, Reserve, and Surrender Provisions and replace as
follows.

     Before an Annuity option is elected, the Owner may transfer all or any
     portion of the Individual Account Reserves from any Fund or the GA Account:

         (a)  to any other allowable Fund; or
         (b)  to the Fixed Account; or
         (c)  to the Fixed Plus Account; or
         (d)  to Terms of the GA Account available in the current Deposit
              Period.

     Any transfer relating to the GA Account is subject to the transfer
     restrictions referenced in endorsement EGAAE-IO.

     There is no limit on the number of transfers of the Individual Account
     Reserves from the Fund(s) or the GA Account. Aetna guarantees a minimum of
     12 free transfers each year, but reserves the right to charge not more than
     $10 for additional transfers. Transfers from the Fund(s) are based on
     values determined as of the Valuation Period following receipt of a
     transfer request in good order at Aetna's Home Office. This provision does
     not include transfers from the GA Account at the Maturity Date. At any
     other time before the Maturity Date, amounts in the GA Account may be
     subject to the Market Value Adjustment provision if they are transferred.

     Each calendar year, 10% of the Fixed Account value held in the
     Participant's Individual Account may be transferred to any Fund(s) and/or
     to the GA Account's current Deposit Period. Such transfer will be without
     charge and will not be allowed under an Annuity option. Aetna may, on a
     temporary basis, allow any larger percent to be transferred.

     When a transfer is requested from the Fixed Account to the Fixed Plus
     Account, up to 100% of the Fixed Account value held in the Participant's
     Individual Account may be moved to the Fixed Plus Account. Any such
     transfer will be without charge and will not be allowed under an Annuity
     option.

     The value of the Reserves held in the Fixed Account, as used above, is the
     value when the request is received in good order at Aetna's Home Office.

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


EFFP-ID(G)                             3

<PAGE>


Delete and replace section 11 entitled Notice of the Owner under Deposit,
Reserve, and Surrender Provisions as follows.

     Aetna will notify the Owner each year of:

         (a)  the value of any amounts held in:
              (1) the Fixed Account; and
              (2) the Fixed Plus Account; and
              (3) the GA Account: and
              (4) the Fund(s) for the Separate Account; and 
         (b)  the number of any Fund(s) record units; and
         (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.

The reinstatement provision added by Contract endorsement EAMAR-HD does not
apply to this Contract.

Delete and replace the second paragraph in section 13 entitled Surrender Value
under Deposit, Reserve, and Surrender Provisions as follows.

     The fee on a total surrender of an Individual Account will not exceed 8.5%
     of the actual deposits made to that Account.

Delete endorsement EEGSV-HI and add the following to section 1 3 entitled
Surrender Value under Deposit, Reserve, and Surrender Provisions as follows.

     No surrender fee is deducted from any portion of an Individual Account
     which is paid from the Fixed Account, the GA Account or the Fund(s):

         (a)  due to the Participant's death before Annuity payments begin;
         (b)  used to purchase Annuity benefits;
         (c)  after a Participant has reached age 591/2 and 9 or more Deposit
              Cycles have been completed for the Individual Account being
              surrendered, except in the case of lump-sum Net Deposit(s), after
              9 years:
         (d)  on and after the tenth anniversary of the Effective Date of the
              Individual Account;
         (e)  due to the election of the Estate Conservation Option (ECO) or the
              Systematic Withdrawal Option (SWO);
         (f)  due to a full or partial surrender request when the Participant
              separates from service. The Owner must submit verification
              satisfactory to Aetna of the 


EFFP-ID(G)                             4

<PAGE>


              Participant's separation from service before a surrender request
              will be considered to be "in good order" for purposes of this
              provision;
         (g)  due to an employer certified hardship resulting from an unforeseen
              emergency as defined for 457 plans; or
         (h)  when the amount in an Individual Account is $3,500 or less and no
              amount has been surrendered or used to purchase Annuity benefits
              during the prior 12 months.

     No surrender fee is deducted from any portion of the Individual Account
     Reserve which is paid from the Fixed Plus Account. When Aetna receives a
     request for a full surrender, no additional partial surrenders or transfers
     from the Fixed Plus Account are permitted during the payout period. If a
     full surrender is requested, Aetna will pay any value, including accrued
     interest, from the Fixed Plus Account in five payments as follows:

         (a)  one-fifth of the value on the day the request is received at
              Aetna's Home Office, reduced by any amount from the Fixed Plus
              Account transferred, surrendered or used to purchase Annuity
              benefits during the prior 12 months;
         (b)  one-fourth of the remaining value 12 months later; 
         (c)  one-third of the remaining value 12 months later; 
         (d)  one-half of the remaining value 12 months later; and 
         (e)  the balance of the value 12 months later.

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

         (1)  due to the Participant's death before Annuity payments begin;
         (2)  used to purchase Annuity benefits;
         (3)  when the amount in the Fixed Plus Account for an Individual
              Account is $3,500 or less and no amount has been surrendered,
              transferred or used to purchase Annuity benefits during the prior
              12 months;
         (4)  due to hardship when the following conditions are met;
              (i)     the surrender is due to an employer certified hardship
                      resulting from an unforeseen emergency as defined for 457
                      plans;
              (ii)    the amount surrendered is paid directly to a Participant;
                      and
              (iii)   the amount paid for all partial or full surrenders due to
                      hardship during the previous 12 month period does not
                      exceed 10% of the average value for all Individual
                      Accounts during that same period of time.
         (5) due to separation from service provided that:
              (i)     the surrender is due to the Participant's separation from
                      service with the employer;
              (ii)    the Owner certifies that the Participant has separated
                      from service;
              (iii)   the amount surrendered is paid directly to a Participant;
                      and


EFFP-ID(G)                             5

<PAGE>


              (iv)    the amount paid for all partial or full surrenders due to
                      separation from service during the previous 12 month
                      period does not exceed 20% of the average value of all
                      Individual Accounts during that same period of time.

     A full surrender of an Individual Account may be reinvested if the
     surrendered amounts have remained in the plan and are not paid directly to
     the Participant. In addition, any full surrender from the Fixed Plus
     Account may be canceled at any time before the end of the payment period.

     During each rolling 12-month period, up to 20% of the Fixed Plus Account
     value may be withdrawn as a partial surrender. This 20% limit is reduced by
     any amount(s) transferred or used to purchase an Annuity during the 12
     month period. The 20% limit applicable to partial surrenders from the Fixed
     Plus Account will be waived when the partial surrender is due to one of the
     conditions set forth in (1); (2); (4) or (5) of the full surrender
     provision above. The waiver will apply provided the partial surrender is
     made on a pro rata basis from all options used under the Participant's
     Individual Account. Aetna reserves the right to include amounts paid under
     the ECO and SWO provisions for purposes of applying this 20% limit.
     However, the SWO provision is not available if a Fixed Plus Account
     transfer or surrender is requested within the current 12 month period.

Delete any reference to Option 2 in endorsement EAMAR-HD and in section 4
entitled Annuity Options under Annuity Provisions of the Contract.

Delete and replace Option 3 under Annuity Provisions as follows.

     Option 3 -- Payments for a Stated Period of Time -- An Annuity will be paid
     for a stated number of years. The number of years that may be chosen will
     be determined in part by the investment options in which the Individual
     Account Reserves were held prior to the election of the Annuity Options as
     follows:

     For any amount held in the GA Account, one or more of the Fund(s) or the
     Fixed Account, the number of years chosen must be at least three and not
     more than 30 and the Annuity may be a Fixed or Variable Annuity.

     For any amount held in the Fixed Plus Account, the number of years chosen
     must be at least five and not more than 30 and the Annuity may be a Fixed
     or Variable Annuity.

Add the following to section 5 entitled Other Terms of Annuity Options under the
Annuity Provisions of the Contract.

     When Annuity payments start, the age of the Annuitant plus the number of
     years for payments are guaranteed must not exceed 95.


EFFP-ID(G)                             6

<PAGE>


     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 charges and administrative charges if future Variable Annuity payments
     are to remain level.

The Systematic Withdrawal Option (SWO) added by endorsement EDCESWE-IB is
amended to delete and replace the first sentence under Specified Payment as
follows:

     Payments of a designated annual dollar amount which must be no greater than
     20% of the initial Individual Account Reserve applied to SWO.

The Systematic Withdrawal Option (SWO) added by endorsement EDCESWE-IB is
amended to delete and replace the first sentence under Specified Period as
follows:

     Payments are made over a period of time which must be at least five years,
     but not greater than the Participant's life expectancy factor.

Endorsed and made a part of this Contract on the date this endorsement is
approved by the State Insurance Department and accepted by the Owner.



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

EFFP-ID(G)                             7

<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; or

     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.

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

EEGSV-HI

<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

EGISA-IA

<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


ESF-GTD-HD







                    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.

                                 SPECIFICATIONS





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

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.




GSD-CDA-HO                                                                39170

<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.





GSD-CDA-HO

                                       2
<PAGE>



                                   COVER SHEET

This Contract is a legal contract betwee 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........................................................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..............................................6
   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

GSD-CDA-HO                             3

<PAGE>

   11. Notice to the Owner....................................................9
   12. Sum Payable at Death (Before Annuity Payments Start)..................10
   13. Surrender Value.......................................................10

                               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
   5. Other Terms of Annuity Options.........................................21
   7. Death of Annuitant/Beneficiary.........................................21


GSD-CDA-HO                             4

<PAGE>



                               GENERAL DEFINITIONS

1.     PARTICIPANT - A person who participates in the Plan and for whom benefits
       are being accrued 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.

GSD-CDA-HO                             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

       All of the benefits and rights granted by this Contract, or allowed by
       Aetna, belong to the Owner.

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. Aetna will continue to
       accept contributions for the Participants covered under this Contract
       prior to change. 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

GSD-CDA-HO                             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.

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

       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

GSD-CDA-HO                             7

<PAGE>

       (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.

       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


GSD-CDA-HO                             8

<PAGE>

       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)    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


GSD-CDA-HO                             9

<PAGE>

       (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 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                                                 5%
          From 5 to 6 years                                           4%
          From 6 to 7                                                 3%
          From 7 to 8                                                 2%
          From 8 to 9                                                 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.


GSD-CDA-HO                             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

GSD-CDA-HO                             11

<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).


GSD-CDA-HO                             12

<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>


GSD-CDA-HO                             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.

GSD-CDA-HO                             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.

GSD-CDA-HO                             15

<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.


GSD-CDA-HO                             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 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.

GSD-CDA-HO                             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.

GSD-CDA-HO                             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.


GSD-CDA-HO                             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.

GSD-CDA-HO                             20

<PAGE>




5.     Special Terms Under 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.

6.     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 Owner. 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.

GSD-CDA-HO                             21


<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




















GSD-CDA-HO                             22

<PAGE>





                                VI. FEE SCHEDULE
                           DEFERRED COMPENSATION PLAN



6.01.    Maintenance Fee: The Maintenance Fee will be $0.

6.02.    Surrender Fee:

         For each surrender from an Individual Account, the Surrender Fee will
         vary according to the period of time between the effective date of the
         Individual Account 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 Individual Account
         which is paid:

         (1)      At the death of a Participant before Annuity payments start;
                  or

         (2)      As a premium for an Annuity for a Participant under this
                  Contract; or

         (3)      Under a Section 457 Plan which meets the following criteria:

                  (a)      The Contract Holder and Aetna agree in writing to
                           have this section apply when the Contract is
                           purchased; and

                  (b)      The Contract Holder certifies to Aetna that the
                           surrender is due to either a permanent disability, or
                           unforeseen emergency as specified under Section
                           457(b)(5) of the Internal Revenue Code.





GSD-HD

<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 - Surrender Fee:

         No Surrender Fee is deducted from any portion of the Individual Account
         which is paid:

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

         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

         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

EGSF-HI

<PAGE>


                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed as follow:

Add the following condition under the Contract entitled Deposit, Reserve and
Surrender Provisions as follows:

     Distribution Options: The following distribution options may be elected by
     the Owner on the Participant's behalf.

     (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. An ECO payment will be
         calculated on the Individual Account's full Current Value. The value of
         the Fixed Account and/or the Fund Record Units cancelled by the amounts
         paid will be withdrawn pro rata from each investment option used under
         the Contract.

         (1)  Distribution Amount: Each year that ECO is in effect, Aetna will
              calculate and distribute an amount equal to the minimum
              distribution required under the Internal Revenue Code (Code). The
              annual distribution will be determined by dividing the Individual
              Account Current Value as of December 31 of the year prior to the
              payment year, by a life expectancy factor. These calculations may
              be changed as necessary to comply with the Code minimum
              distribution rules.

         (2)  Life Expectancy Factor: The factor is either the single life or
              joint life expectancy, as elected by the Owner on the
              Participant's behalf, based on tables in Code Section 401 (a) (9)
              or related regulations.

              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 Plan while ECO is in effect. If joint life
              expectancy is elected and the Participant or spouse dies, payments
              will be based on the survivor's life expectancy. If single life
              expectancy is elected and the Participant dies, or if joint life
              expectancy is elected and the survivor dies, the life expectancy
              is reduced to zero in the year following the year of death. The
              full Current Value must be distributed not later than December 31
              following the year of death, or as may be otherwise required by
              Internal Revenue Service (IRS) regulations.

              If joint life expectancy is elected, any changes in the
              beneficiary designation under the Plan must be immediately
              communicated to Aetna so that subsequent distributions can be
              calculated as required by IRS regulations.


EDCESWE-1B                             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)  Distribution Date: The Owner shall specify an annual distribution
              date on the Participant's behalf. The distribution date may be the
              15th of any month, or such other date Aetna may designate or
              allow, but not earlier than the year the Participant attains age
              701/2 or retires, whichever occurs later. Subsequent distributions
              will be made on the anniversary of that date.

         (5)  Elections and Revocation: ECO may be elected by the Owner on the
              Participant's behalf by submitting a completed and signed election
              form to Aetna's Home Office.

              Once elected, this option may be revoked by the Owner on the
              Participant's behalf 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. A SWO
              payment will be calculated on the Individual Account's full
              Current Value. The value of the Fixed Account and/or the Fund
              Record Units cancelled by the amounts paid will be withdrawn pro
              rata from each investment option used under the Contract.

              (1) Distribution Amount: The Owner may elect one of the two
                  payment methods described below on the Participant's behalf.
                  At its discretion, Aetna may require a minimum initial payment
                  amount. These calculations may be changed as necessary to
                  comply with the Code minimum distribution rules.

                  o   Specified Payment: Payments of a designated annual dollar
                      amount which must be no greater than 30% of the initial
                      Current Value. This amount will remain constant unless a
                      higher amount is required under Code minimum distribution
                      rules.

                  o   Each year that the Specified Payment is in effect, Aetna
                      will calculate the minimum required distribution by
                      dividing the Individual Account Current Value as of
                      December 31 of the year prior to the payment year, by a
                      life 

EDCESWE-1B                             2

<PAGE>

                      expectancy factor, and distribute this amount if it is
                      larger than the amount elected by the Owner on the
                      Participant's behalf; or

                  o   Specified Period: Payments are made over a period of time
                      which must be at least 3 years, unless otherwise required
                      by Code minimum distribution rules. The maximum specified
                      period will be limited by the Participant's life
                      expectancy factor. The amount paid each year is calculated
                      by dividing the Individual Account Current Value as of
                      December 31 of the prior year by the number of payment
                      years remaining.

              (2) Life Expectancy Factor: The factor for the initial
                  distribution year is either the single life or joint life
                  expectancy, as elected by the Owner on the Participant's
                  behalf, based on tables in Code Section 401 (a)(9) or related
                  regulations. With each subsequent year, the life expectancy
                  will be the Participant's life expectancy factor (single or
                  joint) for the initial distribution year, reduced by one.

                  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 Plan while SWO is in effect. If
                  the joint life expectancy factor is elected and the
                  Participant or spouse dies, the joint life expectancy factor
                  will continue to be reduced by one for each distribution year.
                  Payments upon the Participant's death will continue in the
                  manner previously elected under (1), unless the Owner elects
                  an alternate payment mode on behalf of the Plan beneficiary.
                  Any mode elected must provide payments to be made at least as
                  rapidly as those made prior to the Participant's death.

              If joint life expectancy is elected, any changes in the
              beneficiary designation under the Plan must be immediately
              communicated to Aetna so that subsequent distributions can be
              calculated as required by IRS regulations.

         (3)  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.

         (4)  Distribution Date: SWO must be elected when the Participant is
              eligible to begin receiving payments under the Plan. The Owner
              shall specify the distribution date Participant's behalf. SWO
              payments will be made quarterly, semi-annually or annually on the
              15th of any month, or such other date Aetna may designate or
              allow. If payments are made more frequently than annually, the
              annual amount payable each year is divided by the number of
              payments due per year.

EDCESWE-1B                             3

<PAGE>

         (5)  Elections and Revocation: SWO may be elected by the Owner on the
              Participant's behalf by submitting a completed and signed election
              form to Aetna's 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 quarterly.

Endorsed and made a part of the Contract.



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

EDCESWE-1B                             4

<PAGE>







                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT

This Contract is hereby endorsed to amend and restate 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, 3.11 or 3.12. Transfer of Current Value from the Funds or GA
Account - Delete the last paragraph and replace it with the following:

     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/ Dan Kearney
                                       President
                                       Aetna Life Insurance and Annuity Company

EGMCVT-HI

<PAGE>




                    Aetna Life Insurance and Annuity Company

                                   ENDORSEMENT


This Contract is hereby endorsed as follows:

Add to Section 1.  GENERAL DEFINITIONS the following paragraph:

     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 Title 38,
     Sec. 38-154a, of the Connecticut General Statutes, which is used to hold
     assets for GA Account Terms greater than three years. The Contract Holder
     or Participant, as applicable, does not participate in the investment gain
     or loss from the assets held in the GA Account.

Section 3.02 or 3.03 - 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 (a) and (c) below). Amounts withdrawn before the end of a Guaranteed
Term may be subject to a Market Value Adjustment (MVA) (see (g) below).

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

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

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

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

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

EGAA-IO                                1

<PAGE>

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

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

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

     Full and partial surrenders are satisfied by withdrawing amounts from each
     of the Fund(s), the Fixed Account, the GA Account Short-Term Classification
     and the GA Account Long-Term Classification on a pro rata basis. However,
     the Contract Holder 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 3.10, 3.1 1, or 3.12 below). Amounts transferred prior to the Maturity
     Date of a Term are subject to an MVA (see (g) below). Fund(s) will be
     removed within the elected Classification starting with the Term still in
     effect with the oldest Deposit Period.

     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:

EGAA-IO                                2

<PAGE>

     (1) A full or partial surrender;

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

     (3) The Sum Payable at Death provision.

(f)  Maturity Date/Reinvestment - 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 Contract Holder or Participant, as
     applicable, will be mailed a notice at least 18 calendar days before a
     Term's Maturity Date. This notice will contain the current Deposit Period's
     Guaranteed Rate(s), Term(s) and 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
     Contract Holder or Participant, as applicable, prior to the Maturity Date,
     each Matured Term Value will be reinvested in a Term of the same duration.
     In the event that a Term of the same duration is unavailable, each Matured
     Term Value will automatically be reinvested in the next shortest Term
     available in the same Classification during the then current Deposit
     Period. If however, only one Term is available within the Classification,
     then the Matured Term Value will automatically be reinvested in that Term.
     Within two business days after the Maturity Date, the Contract Holder 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 (e) and (g).
     This exception is applicable to each Matured Term Value plus any interest
     accrued thereon, provided no part of the Matured Term Value was transferred
     on the Maturity Date.

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

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

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


EGAA-IO                                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).

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

     (1) A transfer;

     (2) A full or partial surrender; or

     (3) A payment of a premium for Annuity Option 2.

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

     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:

     o   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.

     o   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.

EGAA-IO                                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:

     o   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

     o   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 Section 3.02 or 3.03 with 30 days advance
     written notice to the Contract Holder 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.

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

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

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


EGAA-IO                                5

<PAGE>

Section 3.10, 3.11 or 3.12 - Transfer of Current Value from the Fund(s) or GA
Account 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 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 3.02(f) or 3.03(f)).

     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 3.02(e) and (g) or 3.03(e) and (g)).

     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

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<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

EGAWGA-HC

<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


EGISA-IA

<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



EVPE-IC



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